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.

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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.

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