FG Imperii to merge with tZERO in a multi‑hundred‑million SPAC deal
FG Imperii Acquisition Corp. and tokenized‑securities platform tZERO signed a definitive merger agreement on Oct. 31, 2026. The transaction provides tZERO shareholders with $325 million of FG Imperii Class A shares at $10 per share, plus up to 2.5 million additional shares held in escrow. Half of the escrowed shares, valued at roughly $12.5 million, are contingent on the achievement of specified derivatives milestones, while the other half depend on adjusted EBITDA targets. The combined entity is expected to list on NYSE American under the ticker TZRO.
Why it matters
The deal will take tZERO public via a SPAC, giving it access to the $231 million trust fund held by FG Imperii and enabling further capital for its regulated crypto‑derivatives platform. The escrow conditions create upside for tZERO if it secures CFTC approvals and meets earnings targets, which could affect the share supply and valuation after closing.
Key facts
- 1The merger agreement was signed on Oct. 31, 2026 and became effective the same day. tradingview.com
- 2tZERO will receive $325 million in FG Imperii Class A shares priced at $10.00 per share. tradingview.com
- 3An additional 2.5 million shares will be placed in escrow at closing. finance.yahoo.com
- 41.25 million escrow shares, roughly $12.5 million at the deal price, are tied to derivatives milestones. finance.yahoo.com
- 5The other 1.25 million escrow shares require positive adjusted EBITDA in two separate three‑month periods during the first year after closing. finance.yahoo.com
- 6The combined company is expected to trade on NYSE American under the ticker TZRO. finance.yahoo.com
Open questions
- Material 1 describes the deal value as $325 million, while material 2 calls it a $350 million pre‑money equity valuation.
Summary written by AlphAI AI Desk from 2 of 2 sources. Not investment advice. Figures are as stated by the linked sources.