Digital asset infrastructure provider tZERO has agreed to go public through a $350m merger with Nasdaq-listed special purpose acquisition company (SPAC) FG Imperii Acquisition Corp., in a deal designed to support its expansion across regulated tokenised financial markets.

The proposed business combination values tZERO at $350m before new capital, including up to $25m linked to the achievement of specified milestones. Existing tZERO shareholders will retain their equity in the combined business, which is expected to trade on NYSE American under the ticker TZRO.

The transaction could also give the merged company access to approximately $231m held in FG Imperii’s trust account. The final amount will depend on redemptions by public shareholders and will be calculated before transaction expenses.

Alongside the trust proceeds, tZERO plans to enter a forward purchase agreement covering up to 2.5 million shares with FG Merchant Partners LP, an affiliate of Fundamental Global, which co-leads FG Imperii and its sponsor. The arrangement remains subject to definitive documentation. A separate affiliate of FG Imperii has also participated in a previously announced tZERO funding round in support of the transaction.

Both companies’ boards have unanimously approved the merger, while shareholders representing approximately 62% of tZERO’s fully diluted capital have entered into support agreements. Completion is targeted for early 2027, subject to shareholder approval, regulatory clearances, an effective Form S-4 registration statement and NYSE American listing approval.

tZERO CEO Alan Konevsky and the existing management team will continue to lead the business following completion. The proposed board will comprise tZERO appointees alongside one observer appointed by FG Imperii’s sponsor.

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