FG Imperii Acquisition Corp. (FGII) has entered into a definitive agreement to acquire tZERO Group, Inc., a financial technology company focused on tokenized markets. The transaction, valued at $325 million, is structured as a two-step merger and is expected to close in early 2027, subject to customary closing conditions and shareholder approvals.
Under the terms of the Merger Agreement, tZERO shareholders are expected to roll 100% of their equity interests into the combined company. The aggregate consideration for the transaction consists of $325 million in Purchaser Class A Common Stock, valued at $10.00 per share. Additionally, the Purchaser will issue up to 2.5 million shares of Class A Common Stock as earn-out shares, subject to the achievement of specific milestones over a four-year period following the closing.
The earn-out milestones include the release of 1.25 million shares upon the approval of tZERO’s pending applications with the Commodity Futures Trading Commission (CFTC) or the execution of a qualifying license or partnership agreement, and the release of the remaining 1.25 million shares upon the achievement of positive Adjusted EBITDA for two separate three-month periods within the first year following the closing.
FG Imperii will also contribute approximately $231 million of cash held in its trust account to the combined entity, subject to redemptions by its public shareholders and transaction expenses. The combined company is expected to be listed on the NYSE American under the ticker symbol "TZRO." tZERO’s existing management team, led by Chief Executive Officer Alan Konevsky, is expected to continue to lead the business.
FG Imperii brings together the SPAC execution experience of the Fundamental Global team and the digital asset capital markets expertise of Imperii Partners. The boards of directors of both companies have unanimously approved the proposed business combination, which is supported by shareholders representing approximately 62% of tZERO’s capital on a fully diluted basis.
