tZERO to Go Public via SPAC Merger with FG Imperii, Valuing Tokenization Infrastructure at $350 Million

tZERO Group, Inc., a financial technology company providing regulated infrastructure-as-a-service for tokenized financial markets, has entered a definitive business combination agreement with FG Imperii Acquisition Corp., a publicly traded special purpose acquisition company. The transaction, announced via NEWMEDIAWIRE, values tZERO Group, Inc. at a pre-money equity valuation of $350 million, including up to $25 million contingent on specified milestones. Existing tZERO shareholders are expected to roll 100% of their equity into the combined company, which is slated to trade on NYSE American under the ticker "TZRO" following closing, anticipated in early 2027.

The deal combines tZERO's decade of experience at the intersection of blockchain and regulated securities markets with FG Imperii's public-market execution expertise and digital asset capital markets knowledge. tZERO operates through multiple regulated entities, including an SEC-registered, FINRA-member broker-dealer, an alternative trading system, a registered transfer agent, a CFTC-registered introducing broker and derivatives clearing organization, and a pending designated contract market application. Its patent portfolio of more than 100 early-dated blockchain patents covers core tokenization, custody, and settlement processes, creating a licensable moat for partners and underpinning the bridge between traditional and decentralized finance. The combined company may receive up to approximately $231 million of cash held in FG Imperii's trust account, subject to redemptions, and has agreed to a forward purchase arrangement with FG Merchant Partners LP covering up to 2.5 million shares. An affiliate of FG Imperii has also provided additional capital to tZERO's previously announced funding round to support the transaction.

For Texas businesses, the transaction signals that regulated digital asset infrastructure is maturing into a public-market story. tZERO's infrastructure-as-a-service model allows institutions to offer tokenized securities, derivatives, and other digital asset services through API and white-label solutions without building the full regulatory and technology stack themselves. As issuers, asset managers, and financial intermediaries explore blockchain-based issuance, distribution, and settlement, tZERO is positioning itself as the regulated infrastructure connecting those participants. The transaction's net proceeds are expected to strengthen tZERO's balance sheet, expand its technology and regulated infrastructure, accelerate commercial growth, and support new products and strategic partnerships. With support agreements from shareholders representing approximately 62% of its capital on a fully diluted basis, and unanimous board approval from both companies, the deal remains subject to customary closing conditions, including shareholder approvals, regulatory consents, and the effectiveness of a registration statement on Form S-4. Additional information will be available on the SEC's website at www.sec.gov. The combined company's management team, led by CEO Alan Konevsky, is expected to continue leading the business, with a board including the CEO and other tZERO designees plus one FG Imperii sponsor observer.