tZERO Signs SPAC Deal to Go Public at Up to $350 Million Valuation

tZERO has agreed to merge with FG Imperii Acquisition Corp. in a deal valuing the tokenized-securities company at up to $350 million before new capital.

The companies announced the deal on Nov. 2 and are targeting an early 2027 close, with shares expected to trade on NYSE American as TZRO.

Redemptions Could Shrink the $231 Million Cash Pool

FG Imperii, which trades on Nasdaq as FGII, holds approximately $231 million in its trust account. However, the combined business would receive only what remains after shareholder redemptions and transaction costs.

SPAC shareholders can choose to cash out rather than hold shares in the merged company. Each redemption reduces the pool available for tZERO’s expansion, even if the merger itself goes ahead.

Assuming no redemptions, the companies estimate approximately $216 million would reach the balance sheet after $15 million in expected transaction expenses. So the trust balance is a starting point, rather than money already secured for the business.

The valuation is a separate calculation: $325 million in shares at closing, plus up to $25 million in additional shares tied to milestones. Existing tZERO shareholders would exchange all their equity for shares in the combined company.

tZERO Would Use Proceeds to Expand Institutional Services

tZERO provides tokenization, trading, custody and asset-servicing infrastructure to financial institutions. Banks, brokers and asset managers can use those systems to offer services under their own brands, while tZERO handles the underlying operations.

Its securities business runs through subsidiaries registered with the U.S. Securities and Exchange Commission, including broker-dealers and a transfer agent. The group also operates an alternative trading system for securities.

The company generated $2 million in revenue and recorded a $10 million net loss in 2025. For 2026, management estimates $4.3 million in revenue, combining first-half results with a forecast for the rest of the year.

tZERO plans to use the merger proceeds to strengthen its balance sheet, expand its technology and regulated infrastructure, and support products and partnerships. tZERO CEO Alan Konevsky said:

“My team and I are building markets for a tokenized world […].”

That month’s funding round included Intercontinental Exchange, owner of the New York Stock Exchange, alongside investors led by Marc and Max Cohodes. An FG Imperii affiliate has since contributed additional capital to that round.

Shareholder Votes and Listing Approval Still Lie Ahead

Both boards have unanimously approved the proposed transaction, and investors representing about 62% of tZERO’s fully diluted capital have signed support agreements. Alan Konevsky is expected to remain CEO, with the existing management team continuing after completion.

The companies still need shareholder approvals, regulatory consents and an effective Form S-4 registration statement. The proposed NYSE American listing must also be approved before the shares can begin trading there.

The agreement allows either side to terminate if closing conditions remain unmet or unwaived by March 15, 2027, with limits where that party’s own breach prevented completion.