The proposed merger could provide up to $231 million in cash to expand tZERO's tokenized securities and derivatives infrastructure, with a public listing expected in early 2027.
Tokenization infrastructure provider tZERO has agreed to go public through a merger with FG Imperii Acquisition Corp., a special purpose acquisition company, in a transaction valuing tZERO at $350 million.
The agreement announced Monday values tZERO at $350 million before new capital, including up to $25 million contingent on achieving specified milestones. Existing shareholders are expected to retain their entire equity interests in the combined company.
The transaction could provide up to approximately $231 million in cash from FG Imperii’s trust account, depending on shareholder redemptions and before transaction expenses.
The combined company is expected to list on NYSE American under the ticker TZRO following a closing anticipated in early 2027, subject to shareholder and regulatory approvals.
“We have talked about the next phase of tZERO’s evolution requiring a more independent footprint,” said Alan Konevsky, CEO of tZERO.
tZERO plans to expand tokenized securities and derivatives infrastructure
Founded in 2014, tZERO provides regulated infrastructure for issuing, trading, settling and holding tokenized financial assets, including equities, funds and private market securities.
The company operates through subsidiaries offering SEC registered brokerage, alternative trading system and transfer agent services, alongside custody and settlement infrastructure.
Its regulatory footprint recently expanded into derivatives after the Commodity Futures Trading Commission approved its derivatives clearing organization registration in October.
tZERO also operates a registered introducing broker and is seeking approval to operate a designated contract market, which would allow it to expand its derivatives offerings, subject to additional regulatory requirements.
The company said proceeds from the proposed merger would support technology development, regulated infrastructure expansion, new products and strategic partnerships.
In August, tZERO announced an agreement with Intercontinental Exchange to collaborate on infrastructure for tokenized securities, including a planned NYSE affiliated digital trading platform.
The agreement also included licensing arrangements covering tZERO’s blockchain patent portfolio, which the company says includes more than 100 patents with early priority dates.
SPAC merger targets early 2027 completion
As part of the transaction, tZERO and FG Imperii have outlined a proposed forward purchase arrangement with FG Merchant Partners LP covering up to 2.5 million shares, subject to definitive documentation.
An affiliate of FG Imperii has also contributed additional capital to tZERO’s previously announced funding round.
Both companies’ boards unanimously approved the merger, while tZERO shareholders representing approximately 62% of its fully diluted capital have signed support agreements.
The deal still requires shareholder approvals, regulatory consents, an effective Form S4 registration statement and approval of the proposed NYSE American listing.
Konevsky is expected to remain CEO following the transaction, with the existing management team continuing to lead the combined company.
The companies expect to close the merger in early 2027.
