tZERO, the blockchain-focused capital markets and tokenization infrastructure company, has agreed to go public by merging with special purpose acquisition company FG Imperii Acquisition Corp. The proposed transaction values tZERO at a $350 million pre-money equity valuation, with the combined company expected to list on the NYSE American under the ticker TZRO after closing in early 2027.
Under the announced structure, up to $25 million of the valuation is tied to specified milestones. FG Imperii's trust could provide as much as $231 million before shareholder redemptions and transaction expenses, but the actual cash available will depend on how many public shareholders redeem. Existing tZERO shareholders are expected to roll 100% of their equity into the combined business. Both boards have unanimously approved the deal, and shareholders representing roughly 62% of tZERO's fully diluted capital have signed support agreements. The announcement also identifies a proposed forward purchase arrangement with FG Merchant Partners LP covering up to 2.5 million shares, subject to definitive documentation.
Completion still requires shareholder approvals, regulatory consents, an effective Form S-4 registration statement, and NYSE American listing approval. CEO Alan Konevsky said the combination would provide 'stability, transparency and independence,' and tZERO said it would explore pathways for onchain trading, custody and utility alongside the exchange listing. The company is backed by Intercontinental Exchange, the parent of NYSE, which agreed in August to invest in tZERO and license blockchain patents for a planned NYSE-affiliated tokenized securities platform. In October, the Commodity Futures Trading Commission approved tZERO DCO as a derivatives clearing organization, while its application to operate a designated contract market remains pending. Potential offerings could include event contracts, tokenized and conventional derivatives, perpetual futures, and other crypto products.
For comparison, Securitize's recent SPAC combination with Cantor Equity Partners II provided roughly $400 million in gross proceeds, including a $225 million private investment round, before the company began NYSE trading in July and announced tokenized common shares on Solana and Avalanche. Market commentary following the tZERO announcement also cited valuation considerations, noting the entity's ownership structure and net debt could require significant asset appreciation to justify the current market capitalization.
