Tokenization platform tZERO to go public in $350 million SPAC merger
Tokenization and digital securities firm tZERO has agreed to merge with FG Imperii Acquisition Corp. in a deal valuing the company at $350 million, clearing a path to trade on NYSE American under the ticker TZRO.
Digital securities infrastructure firm tZERO has signed a definitive agreement to go public through a merger with special purpose acquisition company FG Imperii Acquisition Corp., setting tZERO's pre-money equity valuation at $350 million. The combined entity is slated to list on NYSE American under the ticker symbol TZRO, with existing tZERO shareholders rolling all of their equity into the public company.[2][1]
According to regulatory filings reported by Unchained, the deal provides $325 million in FG Imperii Class A stock at $10.00 per share, alongside 2.5 million earnout shares placed in escrow. Half of those escrowed shares are tied to derivatives targets within four years—including pending Commodity Futures Trading Commission approvals or launching regulated crypto derivatives or event contracts—while the other half requires hitting positive adjusted EBITDA in two separate three-month periods during the first year after closing.[2]
FG Imperii holds up to approximately $231 million in trust before redemptions and expenses, and plans to redomicile from the Cayman Islands to Texas prior to closing. Both boards have approved the merger unanimously, with holders of about 62% of tZERO's fully diluted capital executing support agreements. The transaction is expected to close in early 2027 under the leadership of tZERO CEO Alan Konevsky, with an outside closing deadline of March 15, 2027.[2]
Key facts
- tZERO entered into a definitive merger agreement with SPAC FG Imperii Acquisition Corp. at a pre-money equity valuation of $350 million.
- The transaction includes $325 million in stock consideration at $10.00 per share and 2.5 million escrowed earnout shares.
- Half of the escrowed shares depend on derivatives milestones within four years, while the remainder requires positive adjusted EBITDA in two separate three-month windows in the first year.
- The combined company plans to list on the NYSE American under the ticker TZRO.
- FG Imperii holds up to roughly $231 million in trust before redemptions and deal expenses.
- Closing is expected in early 2027, with either party entitled to terminate the deal after March 15, 2027.
- tZERO CEO Alan Konevsky is expected to lead the combined company, while FG Imperii plans to redomicile from the Cayman Islands to Texas before closing.
Sources · 2 sources
- CO
CoindeskArticle ·
Tokenization firm tZERO plans to go public in $350 million SPAC deal The digital securities firm plans to list on NYSE American under TZRO early next year after more than a decade building blockchain-based trading infrastructure.
Open source - UN
UnchainedArticle ·
tZERO Signs $350 Million SPAC Deal With FG Imperii, Ties $12.5 Million to Derivatives Goals tZERO , which builds regulated infrastructure for tokenized securities, signed a definitive agreement to go public by merging with FG Imperii Acquisition Corp. (Nasdaq: FGII), a special purpose acquisition company. The deal gives tZERO a pre-money equity valuation of $350 million , the two companies announced on Monday. The merger agreement is dated Oct. 31, according to a Form 8-K FG Imperii filed with the SEC on Nov. 2. It sets the stock consideration at $325 million, paid in FG Imperii Class A shares valued at $10.00 apiece. Another 2.5 million shares go into escrow at closing and are released to tZERO’s holders only if set milestones are hit. Half of that escrow, 1.25 million shares or roughly $12.5 million at the deal price, rides on derivatives. Those shares are released if, within four years of closing, the CFTC approves applications the filing describes as pending, tZERO’s introducing broker commercially launches regulated crypto derivatives or event-contract trading, or tZERO signs a qualifying license or partnership deal for its derivatives or clearing platform. The other 1.25 million shares require positive adjusted EBITDA in two separate three-month stretches during the first year after closing. tZERO’s release describes the company as a CFTC-registered introducing broker and derivatives clearing organization whose application to become a designated contract market , a CFTC-licensed exchange, has not yet been granted. Get Unchained’s crypto news in your inbox with the free Unchained Daily newsletter . Trust Cash and a New Ticker The combined company is expected to trade on NYSE American as TZRO , and existing tZERO shareholders are set to roll all of their equity into it. FG Imperii holds up to about $231 million in trust, an amount that shrinks with any shareholder redemptions and comes before deal expenses. FG Merchant Partners LP, an affiliate of Fundamental Global, signed a term sheet for a forward purchase covering up to 2.5 million shares; definitive documents have not been signed. An FG Imperii affiliate also put money into a tZERO funding round announced earlier, without disclosing how much. “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,” Alan Konevsky , tZERO’s CEO, said in the release. He is expected to keep running the combined company. Larry Swets, FG Imperii’s CEO, said in the same statement that “tZERO combines differentiated technology, hard-to-replicate regulatory infrastructure and years of operating experience in digital securities.” What Has to Happen Before Closing Both boards approved the deal unanimously, and holders of about 62% of tZERO’s fully diluted capital signed support agreements. The companies expect to close in early 2027, after shareholder votes at both companies, an effective S-4 registration statement, the end of the Hart-Scott-Rodino waiting period and exchange listing approval. Either side can walk away if the deal hasn’t closed by March 15, 2027 . Before closing, FG Imperii plans to move its incorporation from the Cayman Islands to Texas. The deal follows a busy stretch for tZERO. In September, it made Goldman Sachs’ Treasury money market fund available on its Lynq settlement network, and late last month the DTCC switched on its own tokenized securities service for 20 clients. Related Listen: Everyone Wants a DCM. Why Is Kalshi Still Losing? – DEX in the City The post tZERO Signs $350 Million SPAC Deal With FG Imperii, Ties $12.5 Million to Derivatives Goals appeared first on Unchained .
Open source