tZERO Group, Inc., a financial technology company providing regulated infrastructure-as-a-service (IaaS) for tokenized financial markets, has entered into a definitive business combination agreement with FG Imperii Acquisition Corp. (Nasdaq: FGII), a publicly traded special purpose acquisition company. The announcement, made on November 2, 2026, outlines a transaction that will take tZERO public and value the company at a pre-money equity valuation of $350 million, including up to $25 million contingent on achieving specified milestones.
The deal is significant for the financial technology and digital asset sectors because it would create an independent public company focused on tokenization infrastructure—a market that is increasingly becoming a practical component of institutional financial infrastructure. tZERO, which has operated at the intersection of blockchain technology and regulated securities markets since 2014, offers a suite of regulated services including an SEC-registered, FINRA-member broker-dealer, an alternative trading system, transfer agent services, and custody and settlement for tokenized and traditional securities. It also operates a CFTC-registered introducing broker and derivatives clearing organization, with a pending application for designation as a designated contract market.
“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 “complete, hard to replicate individually and, in many cases, are unique in the marketplace.”
The combined company may receive up to approximately $231 million of cash held in FG Imperii’s trust account, subject to redemptions by FG Imperii’s public shareholders and before transaction expenses. Additionally, FG Imperii has agreed to enter into a forward purchase arrangement with FG Merchant Partners LP, an affiliate of Fundamental Global, 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. Existing tZERO shareholders are expected to roll 100% of their equity interests into the combined company.
“tZERO combines differentiated technology, hard-to-replicate regulatory infrastructure and years of operating experience in digital securities,” said Larry Swets, Chief Executive Officer of FG Imperii. “We believe tZERO has the infrastructure, leadership and strategic position to become an important public company at the intersection of capital markets and blockchain technology.”
The transaction is subject to customary closing conditions, including shareholder approvals, regulatory consents, the effectiveness of a registration statement on Form S-4, and approval for listing on NYSE American under the ticker symbol “TZRO.” tZERO has received support agreements from shareholders representing approximately 62% of its capital on a fully diluted basis. The deal is expected to close in early 2027. Upon completion, tZERO’s existing management team, led by CEO Alan Konevsky, is expected to continue leading the combined company.
For readers and industry observers, the transaction highlights the growing institutional adoption of tokenization and the demand for regulated platforms that can connect assets, investors, and liquidity. As Tony Scuderi, President of FG Imperii and founder of Imperii Partners, noted, “Tokenization is becoming a practical component of institutional financial infrastructure, creating demand for regulated platforms that can connect assets, investors and liquidity.” The combined company’s public listing could provide greater visibility and capital access to scale tZERO’s infrastructure, potentially accelerating the integration of blockchain-based solutions into mainstream financial markets. Additional details about the business combination will be available in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission at www.sec.gov. tZERO’s website, tZERO Group, Inc., provides further information about its regulated infrastructure-as-a-service offerings.
