tZERO Agrees to $325 Million SPAC Merger After April's TZROP Conversion
tZERO signed a merger agreement with FG Imperii Acquisition Corp. on October 31, 2026: $325 million of stock at $10 a share for tZERO's equity holders, less exit-plan consideration, plus up to 2.5 million earn-out shares, with a listing on NYSE American as TZRO. How much of it reaches the holders of the former TZROP token depends on an allocation the parties have not yet published.
Key facts
9- Merger agreement dated 2026-10-31 among FG Imperii Acquisition Corp. (Nasdaq: FGII; Cayman, to domesticate in Texas), FGII Merger Sub I Inc., FGII Merger Sub II LLC and tZERO Group, Inc.; FG Imperii 8-K filed 2026-11-02 (0001104659-26-120989), Exhibit 2.1.
- Merger Consideration: Purchaser Class A shares with aggregate value $325,000,000 at $10.00; Closing Payment Shares = ($325,000,000 minus the value of Company Exit Plan Shares) / $10.00; Exchange Ratio = Closing Payment Shares / Fully-Diluted Shares, counted on an as-converted basis at closing; Series B preferred converts to common before the first merger; allocation per the Closing Consideration Spreadsheet delivered by tZERO to FG Imperii before closing (Section 2.14), including any holdback under Section 2.14(d).
- Earn-out: 2,500,000 shares in escrow. Tranche 1 (1,250,000): CFTC approval of the pending DCM and DCO applications, OR commercial launch of regulated crypto derivatives or event-contract trading by the CFTC-registered introducing broker, OR a qualifying license, collaboration or partnership covering the derivatives or clearing platform, within four years. Tranche 2 (1,250,000): positive aggregate Adjusted EBITDA for two separate three-month periods within twelve months after closing. Press release: '$350 million, including up to $25 million to be realized upon the achievement of specified milestones'.
- Closing conditions (Section 8.1 and Item 1.01): tZERO and FG Imperii shareholder approval, an effective Form S-4, HSR, listing approval, FINRA approval of continuing membership applications for the broker-dealer subsidiaries under Rule 1017 (or 31 days without an interim restriction), and approvals from the SEC, CFTC or other authorities 'set forth on Schedule 5.5', which is not public. Outside date March 15, 2027. Press release: support agreements from holders of about 62% of tZERO's fully diluted capital; close expected early 2027.
- Cash: up to about $231 million in FG Imperii's trust before redemptions and expenses. Presentation, assuming 0% redemptions: $216M cash to balance sheet, $325M equity rollover, $11M convertible notes (equity value), $15M expenses; 62.5M pro forma shares, $625M pro forma equity value at $10. Forward purchase term sheet with FG Merchant Partners LP for up to 2.5 million shares; $2,000,000 Sponsor Convertible Note.
- Bridge notes: 12% PIK; the presentation models conversion at a 25% discount to the transaction price before year-end 2026; Section 2.10 provides that notes not converted at the holder's election are assumed by FG Imperii as convertible notes of the purchaser.
- Presentation financials: revenue $2.0M 2025A, $4.3M 2026E (1H 2026 actual $0.8M), $32.1M 2027E; net loss $(10.0)M 2025A incl. an $8.4M investment-sale gain, $(17.0)M 2026E; quarterly net loss $(4.8)M Q1 and $(6.0)M Q2 2026. 2027E assumes 2 institutional CFTC partners with over $6 billion of expected monthly notional volume, 34 new tokenization projects through institutional bank partnerships, 3 brokerage-as-infrastructure clients and 20 correspondent clearing relationships.
- TZROP: 21,152,297 outstanding at the March 24, 2026 record date; April 2026 conversion into 3 Series B preferred and 8 common shares each. Holders surrendered 'the potential proceeds afforded by the redemption right in favor of the Company' (a company right to redeem at not less than $10.00, not a holder put), the never-declared revenue dividend and continuous ATS trading. April 16, 2026 pro forma cap table: TZROP-derived shares 30.6% of fully diluted as-converted capitalization including Beyond's 3,000,000 tokens, 26.3% excluding them.
- Illustration only (AltStreet arithmetic, not an entitlement): 30.6% x $325,000,000 / 21,152,297 = about $4.70 per former token, assuming the April 16 percentages hold at closing, no exit-plan deduction and no allocation adjustment under Section 2.14.
tZERO Group, Inc., the tokenized-securities broker, trading venue and transfer agent that grew out of Overstock, agreed on October 31, 2026 to merge with FG Imperii Acquisition Corp., a Nasdaq-listed blank-check company, and to list on NYSE American as TZRO (FG Imperii Form 8-K, accession 0001104659-26-120989). tZERO's equity holders would receive $325 million of the combined company's stock at $10 a share, less the value of shares set aside for tZERO's exit incentive plan, plus up to 2.5 million earn-out shares. tZERO's press release counts the earn-out in a $350 million valuation.
The deal comes six months after tZERO converted its TZROP token, sold to investors in 2017 and 2018, into Series B preferred and common stock. The merger agreement converts that preferred into common before closing and allocates the consideration through a spreadsheet tZERO delivers to FG Imperii before the deal closes, so what former token holders receive is not yet public.
The signed terms
The disclosed closing conditions are shareholder approval at both companies, an effective Form S-4, the Hart-Scott-Rodino waiting period, listing approval, FINRA approval of continuing membership applications for tZERO's broker-dealers (or 31 days without an interim restriction), and approvals from the SEC, CFTC or other authorities listed on Schedule 5.5 of the agreement, which is not public.
Three different numbers describe the deal and should not be confused. The $325 million is stock consideration valued at the $10 deal price. What those shares trade for after listing can differ. And the cash tZERO receives depends on how many FG Imperii public shareholders redeem: the investor presentation's $216 million of cash to the balance sheet, after $15 million of expenses, and its 62.5 million shares and $625 million equity value, all assume none do. The presentation also models about $11 million of equity from tZERO's bridge convertible notes, which accrue 12% interest paid in kind, converting at a 25% discount to the deal price; under Section 2.10 of the agreement, notes that holders do not elect to convert are instead assumed by FG Imperii as convertible notes.
| Term | Merger agreement and announcement |
|---|---|
| Closing consideration | $325,000,000 of FG Imperii Class A stock at $10.00 a share, less the value of Company Exit Plan Shares |
| Earn-out, tranche 1 | 1,250,000 shares on CFTC approval of the derivatives applications, a commercial launch of regulated crypto derivatives or event contracts, or a qualifying derivatives or clearing license or partnership, within four years |
| Earn-out, tranche 2 | 1,250,000 shares on positive Adjusted EBITDA in two three-month periods within a year of closing |
| Allocation | Exchange Ratio = Closing Payment Shares / Fully-Diluted Shares at closing, as converted to common; set out in the Closing Consideration Spreadsheet |
| Cash | Up to about $231 million in trust, before redemptions and expenses |
| Support | Holders of about 62% of tZERO's fully diluted capital signed support agreements |
| Outside date | March 15, 2027 |
From FG Imperii's 8-K of November 2, 2026 (Item 1.01 and Exhibit 2.1) and tZERO's Form 425 press release of the same date.
Former TZROP holders
TZROP was sold with a dividend of 10% of adjusted gross revenue, never declared, and a provision letting tZERO redeem the tokens at not less than $10.00. That minimum applied only if tZERO chose to redeem; holders had no right to demand $10. In April 2026 holders voted to exchange each token for 3 Series B preferred and 8 common shares, surrendering, in the consent statement's words, 'the potential proceeds afforded by the redemption right in favor of the Company', the dividend right and continuous trading on tZERO's ATS.
tZERO's pro forma cap table as of April 16, 2026 gives the converted TZROP shares 30.6% of the fully diluted, as-converted capitalization, including the 3,000,000 tokens held by Beyond, Inc. (now Neighborhood Intelligence, Inc.), and 26.3% excluding them; the consent statement counted 21,152,297 TZROP at the March 24 record date. As an illustration only: if those percentages held at closing and nothing were deducted or reallocated, 30.6% of $325 million would be about $4.70 per former token in stock at the $10 price. The actual figure depends on the exit-plan deduction, the closing share count and the allocation in the Closing Consideration Spreadsheet, and earn-out shares, if earned, are released under the same allocation. The Form S-4 should provide additional capitalization and exchange information.
Former holders would also hold a listed share. At the conversion tZERO said it expected to provide semi-annual liquidity events for the Series B on its ATS, and the venue's weekly FINRA prints since have been small. A listing would replace that with exchange trading, subject to any lock-up the closing agreements apply to particular holders.
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The business being valued
The investor presentation reports revenue of $2.0 million for 2025 and $0.8 million for the first half of 2026, with forecasts of $4.3 million for 2026 and $32.1 million for 2027. Net loss was $10.0 million in 2025, after an $8.4 million gain on the sale of an investment, and $4.8 million and $6.0 million in the first two quarters of 2026; the presentation forecasts a $17.0 million loss for 2026.
The 2027 forecast rests on stated assumptions: two institutional CFTC partners with over $6 billion of expected monthly notional volume, 34 new tokenization projects through institutional bank partnerships, three brokerage-as-infrastructure clients for tokenized securities markets and 20 correspondent clearing relationships. The CFTC part depends on tZERO's pending designated contract market and derivatives clearing organization applications. Those approvals are one route to the first earn-out tranche; the public agreement does not say whether they are among the Schedule 5.5 approvals required to close.
tZERO is also defending its patents against Securitize, which sued in Delaware in June 2026 for a declaration that its DS Protocol does not infringe; tZERO's counterclaims assert five patents. The merger agreement's litigation representation refers to a schedule that is not public. AltStreet's account of that case is at /blog/securitize-vs-tzero-patent-lawsuit, and its review of tZERO's broker-dealers, ATS and the TZROP conversion is at /platforms/reviews/tzero.
What this does not establish
The per-token figure is AltStreet's illustration on tZERO's April 2026 cap table, not a figure tZERO or FG Imperii has published, and not an entitlement. It is a value in shares at the $10 deal price, not a trading price. The revenue forecasts are the companies' own, and the deal needs shareholder, FINRA, listing and other regulatory approvals by the March 15, 2027 outside date.