tZERO Group, a regulated provider of infrastructure for tokenised securities and derivatives, has agreed to go public through a merger with FG Imperii Acquisition Corp. at a pre-money equity valuation of US$350m, the companies said on 2 November 2026.
Why FG Imperii Acquisition Corp. is buying tZERO Group, Inc.
tZERO runs an SEC-registered, FINRA-member broker-dealer, an alternative trading system, transfer-agent and custody services, and a CFTC-registered introducing broker and derivatives clearing organisation, with a designated contract market application pending. Chief executive Alan Konevsky said the next phase of tZERO's evolution required "a more independent footprint"; FG Imperii said tZERO combined differentiated technology with hard-to-replicate regulatory infrastructure.
Deal terms and financing
tZERO holders will receive FG Imperii Class A shares worth US$325m at US$10.00 each. A further 2.5m shares go into escrow: half are released on CFTC approval of tZERO's pending derivatives applications or a qualifying commercial launch within four years, and half on positive adjusted EBITDA in two separate three-month periods within a year of closing. The SPAC will redomicile from the Cayman Islands to Texas before closing.
Regulatory approvals and timing
The merger needs approval from both companies' shareholders, an effective Form S-4, expiry of the Hart-Scott-Rodino waiting period and NYSE American listing approval. Either side may walk away if it has not closed by 15 March 2027; the parties expect completion in early 2027.
Market context
The deal is part of a revival in SPAC listings for fintech and digital-asset businesses as tokenisation of traditional securities attracts institutional interest. tZERO holds more than 100 early blockchain patents.
