tZERO Group, Inc., a financial technology company providing regulated infrastructure-as-a-service for tokenized financial markets, has agreed to a definitive business combination with FG Imperii Acquisition Corp., a publicly traded special purpose acquisition company. The transaction values tZERO at a pre-money equity valuation of $350 million, including up to $25 million contingent on achieving specified milestones, and is expected to result in the combined company's common stock trading on NYSE American under the ticker symbol "TZRO."
The deal matters because it would create an independent public company specifically built to supply the regulated plumbing for tokenized securities, derivatives, prediction markets, and other digital assets. tZERO has operated at the intersection of blockchain and regulated markets since 2014 and holds more than 100 early-dated blockchain patents covering tokenization, custody, and settlement processes. Its existing shareholders are expected to roll 100% of their equity into the combined company.
Under the terms, the combined company may receive up to approximately $231 million of cash held in FG Imperii's trust account, subject to redemptions by public shareholders and before transaction expenses. FG Merchant Partners LP, an affiliate of Fundamental Global, has entered a term sheet for a forward purchase arrangement covering up to 2.5 million shares, and an affiliate of FG Imperii has provided additional capital to tZERO's previously announced funding round to support the transaction.
"We have talked about the next phase of tZERO's evolution requiring a more independent footprint. This transaction delivers that objective, unlocks growth paths and strengthens our ability to scale market infrastructure required for an increasingly tokenized financial system," said Alan Konevsky, Chief Executive Officer of tZERO. He added that tZERO's infrastructure-as-a-service capabilities are already commercialized with Tier 1 institutional customers.
tZERO's regulated footprint includes an SEC-registered, FINRA-member broker-dealer, an alternative trading system operated under Regulation ATS, SEC-registered transfer agent services, and custody and settlement capabilities for tokenized and traditional securities. On the derivatives side, it operates a CFTC-registered introducing broker and derivatives clearing organization, with a pending application for designation as a designated contract market expected to bring regulated derivatives onto its platform this year.
The company offers these capabilities through API and white-label solutions for B2B and B2B2C partners, allowing institutions to add digital market services without building the underlying regulatory and technology stack themselves. That model positions tZERO to benefit as issuers, asset managers, and intermediaries explore blockchain-based issuance and settlement.
"Tokenization is becoming a practical component of institutional financial infrastructure, creating demand for regulated platforms that can connect assets, investors and liquidity," said Tony Scuderi, President of FG Imperii Acquisition Corp. and founder of Imperii Partners.
Additional information about the proposed business combination, including a copy of the definitive agreement and an investor presentation, will be included in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission and will be available on the SEC's website at www.sec.gov. The transaction is expected to close in early 2027, subject to customary closing conditions, including shareholder approvals, regulatory consents, and NYSE American listing approval. tZERO's existing management team, led by Konevsky, is expected to continue leading the combined company.
