Filed by tZERO Group, Inc.
pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: FG Imperii Acquisition Corp.
Commission File No. 001-43056
Date: November 2, 2026
On November 2, 2026, tZERO Group, Inc. made the following announcement
via press release:
tZERO, a Leader in Tokenization Infrastructure, to Go Public Via
Business Combination with FG Imperii Acquisition Corp.
Proposed transaction advances tZERO’s objective to establish
an independent public company footprint to scale its regulated, multi-asset infrastructure-as-a-service solutions across tokenized securities
and derivatives, alongside its industry-leading blockchain patent portfolio.
FG Imperii brings together the SPAC execution experience of the
Fundamental Global team and the digital asset capital markets expertise of Imperii Partners.
An affiliate of FG Imperii has also provided additional capital
to tZERO’s previously announced funding round to support the transaction, alongside up to approximately $231 million of cash held
in trust and entered into a term sheet for a forward purchase agreement from FG Merchant Partners LP
NEW YORK, NY and ITASCA, IL, November 2, 2026 – tZERO
Group, Inc. (“tZERO” or the “Company”), a financial technology company powering tokenized financial
markets through regulated Infrastructure-as-a-Service (IaaS) solutions, and FG Imperii Acquisition Corp. (Nasdaq: FGII)
(“FG Imperii”), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive
business combination agreement.
This transaction will bring a true pioneer to the public markets –
a company that helped lay the foundations of the tokenization economy and remains one of its longest-operating infrastructure providers.
Following its strategic and leadership reset last year, tZERO is now widely recognized as a leading broadly diversified end-to-end infrastructure
provider for tokenized securities and derivatives, prediction markets and other digital assets, including crypto. tZERO’s tokenized
securities offering is deeper and broader than the competition and is supported by more than 100 early-dated blockchain patents.
The proposed business combination values tZERO at a pre-money equity
valuation of $350 million, including up to $25 million to be realized upon the achievement of specified milestones. Existing tZERO shareholders
are expected to roll 100% of their equity interests into the combined company. Following the closing, the combined company’s common
stock is expected to trade on NYSE American under the ticker symbol “TZRO.”
“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,” said Alan Konevsky, Chief Executive
Officer of tZERO. “Our infrastructure-as-a-service capabilities are complete, hard to replicate individually and, in many cases,
are unique in the marketplace. These capabilities are built, ready and already commercialized with Tier 1 institutional customers. With
this step, we will continue to grow that infrastructure and deepen our diversified institutional and strategic relationships across asset
classes. My team and I are building markets for a tokenized world, and this transaction is intended to catalyze further growth, enhance
competitiveness and enable tZERO to pursue that opportunity at greater scale and speed. I am grateful to our partners at FG Imperii, and
all of our investors, for believing in tZERO. With a market-validated strategy and go-to-market plan in place now, an obsessive focus
on results and execution and the expected public markets footprint, my team and I are excited about the next chapter.”
The combined company may receive up to approximately $231 million of
cash held in FG Imperii’s trust account, subject to redemptions by FG Imperii’s public shareholders and before transaction
expenses. In addition, the company has agreed to enter into the forward purchase arrangement with FG Merchant Partners LP (subject to
definitive documentation), an affiliate of Fundamental Global, one of the co-leads of FG Imperii and of FG Imperii’s sponsor, covering
up to 2.5 million shares. An affiliate of FG Imperii has also provided additional capital to tZERO’s previously announced funding
round to support the transaction
“tZERO combines differentiated technology, hard-to-replicate
regulatory infrastructure and years of operating experience in digital securities,” said Larry Swets, Chief Executive Officer
of FG Imperii. “Our team has evaluated and executed public market transactions across multiple market cycles, with a focus on
businesses capable of creating durable, long-term shareholder value. We believe tZERO has the infrastructure, leadership and strategic
position to become an important public company at the intersection of capital markets and blockchain technology.”
“Tokenization is becoming a practical component of institutional
financial infrastructure, creating demand for regulated platforms that can connect assets, investors and liquidity,” said Tony
Scuderi, President of FG Imperii Acquisition Corp. and founder of Imperii Partners. “tZERO has spent years building the capabilities
required to serve that market. Its combination of regulatory permissions, technology and institutional connectivity provides a compelling
foundation for growth as financial markets increasingly adopt digital rails.”
Through its regulated subsidiaries and integrated technology platform,
tZERO provides access to a range of financial services and infrastructure supporting the issuance trading, settlement and custody of tokenized
assets, subject to applicable regulatory authorizations:
| ● | Securities: An SEC-registered, FINRA-member broker-dealer infrastructure, an alternative trading system operated pursuant to
Regulation ATS, SEC-registered transfer agent services and brokerage, custody and settlement services for tokenized and traditional securities,
provided through the applicable regulated subsidiaries. |
| ● | Derivatives: A CFTC-registered introducing broker and derivatives clearing organization (DCO), with a pending application for
designation as a designated contract market (DCM), which are expected to bring regulated derivatives onto tZERO’s infrastructure
platform this year. |
| ● | Intellectual property: A patent portfolio covering core tokenization, custody and settlement processes, which protects tZERO’s
infrastructure, creates a licensable moat for partners and underpins tZERO’s bridge between traditional and decentralized finance. |
Key Investment Highlights
| ● | Diversified regulated infrastructure across the asset lifecycle: tZERO brings together tokenization, transfer agent, brokerage,
trading, custody, clearing and settlement capabilities within an integrated institutional platform – across securities and derivatives/prediction
markets/crypto verticals. |
| ● | Established regulatory foundation: The Company operates through multiple regulated entities, including a broker-dealer,
introducing broker, and a registered transfer agent. |
| ● | More than a decade of digital market experience: tZERO has operated at the intersection of blockchain technology and regulated
securities markets since 2014. |
| ● | Infrastructure-as-a-Service growth model: tZERO offers its regulated capabilities through API and white label solutions
for B2B and B2B2C partners, enabling institutions to bring digital market services to their customers without building the underlying
regulatory and technology infrastructure themselves. |
| ● | Multi-asset opportunity: The platform is designed to support a growing range of conventional and tokenized products, including
equities, funds, fixed income, private market securities and other regulated financial instruments. |
| ● | Strategic position in an expanding market: As issuers, asset managers and financial intermediaries explore blockchain-based
issuance, distribution and settlement, tZERO is positioned to provide the regulated infrastructure connecting those participants. |
Individually, these are scarce capabilities that are hard to secure
and, as importantly, operationalize. Taken together, they are designed to address every pain point in the tokenization lifecycle and provide
full horizontal interoperability, as well as opportunities to cross- and up-sell capabilities as needs evolve and tZERO works with its
clients to provide comprehensive solutions for sticky and evergreen relationships.
The net proceeds from the transaction are expected to be used to strengthen
tZERO’s balance sheet, expand its technology and regulated infrastructure, accelerate commercial growth, support new products and
strategic partnerships, and fund other general corporate purposes.
The boards of directors of tZERO and FG Imperii have unanimously approved
the proposed business combination. tZERO has also received support agreements from shareholders representing approximately 62% of its
capital, on a fully diluted basis. The transaction is expected to close in early 2027, subject to the satisfaction of customary closing
conditions, including shareholder approvals, applicable regulatory consents and filings, the effectiveness of the registration statement
on Form S-4 and the approval of the listing of the combined company’s common stock on NYSE American.
Upon completion of the transaction, tZERO’s existing management
team, led by Chief Executive Officer Alan Konevsky, is expected to continue leading the combined company. The combined company’s
board of directors is expected to consist of the Chief Executive Officer and other directors designated by tZERO at closing, together
with one board observer designated by FG Imperii’s sponsor.
Additional Information and Investor Presentation
Additional information about the proposed business combination, including
a copy of the definitive agreement and an investor presentation, will be included in a Current Report on Form 8-K to be filed by FG Imperii
with the U.S. Securities and Exchange Commission (“SEC”) and will be available on the SEC’s website at www.sec.gov.
Advisors
Chardan is acting as exclusive financial advisor and capital markets
advisor to tZERO. Chardan is also acting as lead placement agent and Imperii Securities is acting as co-placement agent for the transaction.
Lowenstein Sandler LLP is serving as legal advisor to tZERO. Loeb &
Loeb LLP is serving as legal advisor to FG Imperii.
On November 2, 2026, tZERO Group, Inc. posted the following information
on its social media sites:
LinkedIn
A defining moment for tZERO.
Today, we announced that @tZERO Group, Inc. has entered into an agreement
with FG Imperii Acquisition Corp. (Nasdaq: FGII) to become a publicly traded company under the ticker TZRO on NYSE American upon
closing of the transaction.
tZERO is the original innovator in tokenization infrastructure. With
our reset and refocus of the company over the last year, that vision takes a significant step forward today.
This proposed transaction represents more than a new chapter for tZERO.
It’s an opportunity to accelerate the scaling of our unique infrastructure-as-a-service stack, deepen our diversified institutional
relationships and support a broader range of financial markets.
“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,” said @Alan Konevsky, Chief Executive Officer
of tZERO.
With integrated capabilities spanning tokenized securities, derivatives/prediction
markets/crypto products, trading, custody, clearing, settlement and more – supported by a portfolio of over 100 blockchain patents
– tZERO is uniquely positioned to help shape the next generation of financial markets. As previously mentioned, tZERO will also
explore pathways for onchain trading, custody and utility utilization alongside its exchange listing.
On to the next level.
This post contains forward-looking statements and relates to a proposed
transaction. See the announcement https://www.tzero.com/news/tzero-a-leader-in-tokenization-infrastructure-to-go-public-via-business-combination-with-fg
for important information, including risk factors and where to find the registration statement/proxy statement when available. This is
not an offer to sell or a solicitation of an offer to buy any securities.
X
A defining moment for tZERO.
We’ve announced a proposed transaction with FG Imperii Acquisition
Corp. (Nasdaq: FGII) to become a publicly traded company.
tZERO is the original innovator in tokenization infrastructure. With
our reset and refocus of the company over the last year, . We For more than a decade, we’ve been building the regulated technology,
infrastructure and market connectivity to power a tokenized financial system. Today, that vision takes a significant step forward today.
“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,” said @Alan_Konevsky, Chief Executive Officer
of tZERO.
Expected ticker: TZRO. As previously mentioned, tZERO will also
explore pathways for onchain trading, custody and utility utilization alongside its exchange listing.
Full release, important information and forward-looking statements:
https://www.tzero.com/news/tzero-a-leader-in-tokenization-infrastructure-to-go-public-via-business-combination-with-fg
About tZERO
tZERO Group, Inc. (“tZERO”) is tokenizing Wall Street.
We and our SEC- and CFTC-registered subsidiaries are enabling the tokenization economy by offering institutional market participants end-to-end
financial infrastructure-as-a-service (IaaS). Using tZERO’s IaaS offering, institutions can provide new digital market capabilities
to their clients without building the entire regulatory and technology stack themselves. Our B2B and B2B2C partnership models enable institutions
to make our infrastructure as visible or invisible as they require, while we handle the regulatory and operational components. All technology
services are offered through tZERO Technologies, LLC. For more information, please visit our website at https://www.tzero.com/.
About FG Imperii Acquisition Corp.
FG Imperii Acquisition Corp. (Nasdaq: FGII) is a special purpose acquisition
company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses in the North American financial services sector. FG Imperii’s leadership combines the transaction
and public company experience of the Fundamental Global organization with the crypto, Web3 and digital asset capital markets expertise
of Imperii Partners. For more information, please visit https://fgimperii.com.
Cautionary Note Regarding Forward-Looking Statements
This communication includes “forward-looking statements”.
All statements contained in this communication that do not relate to matters of historical fact should be considered forward-looking.
These forward-looking statements generally are identified by words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “strive,”
“would,” “strategy,” “outlook,” the negative of these words or other similar expressions, but the
absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited
to, statements regarding tZERO’s and FG Imperii’s expectations concerning the outlook for tZERO’s business, financial
performance, business strategy, technology, research and development, regulatory approvals, potential market opportunity, anticipated
trends in tZERO’s business, timing and likelihood of success, plans and objectives of management for future operations, the successful
consummation and potential benefits of the proposed business combination, and expectations related to the terms and timing of the proposed
business combination.
These forward-looking statements are based on information available
as of the date of this communication and current expectations, forecasts and assumptions, and involve a number of judgments, risks and
uncertainties. Accordingly, forward-looking statements should not be relied upon as representing tZERO’s or FG Imperii’s views
as of any subsequent date, and neither tZERO nor FG Imperii undertakes any obligation to update forward-looking statements to reflect
events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may
be required under applicable securities laws.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but
are not limited to: the risk that the proposed business combination may not be completed in a timely manner or at all, which may adversely
affect the price of FG Imperii’s securities; the amount of redemption requests made by FG Imperii’s public shareholders and
the failure to satisfy the conditions to the consummation of the proposed business combination, including the failure of FG Imperii’s
shareholders or tZERO’s shareholders to approve the proposed business combination; risks related to the scaling of tZERO’s
business and the timing of expected business milestones; the ability to meet stock exchange listing standards in connection with the consummation
of the proposed business combination; the occurrence of any event, change or other circumstance that could give rise to the termination
of the business combination agreement; the outcome of any legal proceedings that may be initiated following announcement of the proposed
business combination; the combined company’s continued listing on NYSE American; the risk that the proposed transaction disrupts
current plans and operations of tZERO as a result of the announcement and consummation of the proposed business combination; the ability
to recognize the anticipated benefits of the transaction, which may be affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain relationships with customers and partners and retain its management and
key employees; costs related to the proposed business combination; risks associated with changes in laws or regulations applicable to
tZERO’s products and services; the possibility that the combined company may be adversely affected by other economic, geopolitical,
business and/or competitive factors; the ability of tZERO or the combined company to raise capital in the future; and other risks and
uncertainties that will be detailed in the Proxy Statement/Prospectus (as defined below) and as indicated from time to time in FG Imperii’s
filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking statements.
tZERO and FG Imperii caution that the foregoing list of factors is
not exclusive. tZERO and FG Imperii caution readers not to place undue reliance upon any forward-looking statements, which speak only
as of the date made. Forward-looking statements are not guarantees of future performance. Neither tZERO nor FG Imperii gives any assurance
that either tZERO or FG Imperii will achieve its expectations. The inclusion of any statement in this communication does not constitute
an admission by tZERO or FG Imperii or any other person that the events or circumstances described in such statement are material.
Additional Information and Where to Find It
In connection with the proposed business combination, FG Imperii and
tZERO intend to file with the SEC a registration statement on Form S-4 (as may be amended from time to time, the “Registration Statement”),
which will include a preliminary proxy statement of FG Imperii and a preliminary prospectus relating to the securities to be issued in
connection with the proposed business combination (the “Proxy Statement/Prospectus”). After the Registration Statement is
declared effective, FG Imperii plans to mail a definitive Proxy Statement/Prospectus to its shareholders as of a record date to be established
for voting on the proposed business combination. FG Imperii will also file other documents regarding the proposed business combination
with the SEC. This communication is not a substitute for the Registration Statement, the Proxy Statement/Prospectus or any other document
that tZERO or FG Imperii may file with the SEC or send to their respective shareholders in connection with the proposed business combination.
This communication does not contain all of the information that
should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or
any other decision in respect of the proposed business combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITYHOLDERS
OF FG IMPERII AND TZERO ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT TZERO, FG IMPERII, THE PROPOSED BUSINESS COMBINATION AND RELATED MATTERS.
INVESTORS AND SECURITYHOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF
THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY TZERO AND FG IMPERII
THROUGH THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. IN ADDITION, THE DOCUMENTS FILED BY FG IMPERII MAY BE OBTAINED BY WRITTEN REQUEST
TO FG IMPERII AT 104 S. WALNUT STREET, UNIT 1A, ITASCA, IL 60143, AND THE DOCUMENTS FILED BY TZERO MAY BE OBTAINED BY WRITTEN REQUEST
TO TZERO AT 10 WEST BROADWAY, SUITE 700, SALT LAKE CITY, UT 84101.
Participants in the Solicitation
FG Imperii, tZERO and certain of their respective directors, executive
officers and employees may be deemed to be participants in the solicitation of proxies from FG Imperii’s shareholders in connection
with the proposed business combination. INFORMATION ABOUT FG IMPERII’S DIRECTORS AND EXECUTIVE OFFICERS AND THEIR OWNERSHIP OF FG
IMPERII’S SECURITIES IS SET FORTH IN FG IMPERII’S FILINGS WITH THE SEC. A LIST OF THE NAMES OF TZERO’S DIRECTORS AND
EXECUTIVE OFFICERS AND INFORMATION REGARDING THEIR INTERESTS IN THE PROPOSED BUSINESS COMBINATION WILL BE INCLUDED IN THE PROXY STATEMENT/PROSPECTUS
WHEN IT BECOMES AVAILABLE. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF THOSE PERSONS AND OTHER PERSONS WHO MAY BE DEEMED PARTICIPANTS
IN THE PROPOSED BUSINESS COMBINATION MAY BE OBTAINED BY READING THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED BUSINESS COMBINATION
WHEN AVAILABLE. Investors and securityholders should read the Proxy Statement/Prospectus carefully when it becomes available before making
any voting or investment decisions. You may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication shall not constitute a solicitation of any proxy,
vote, consent or approval in any jurisdiction in connection with the proposed business combination and shall not constitute an offer to
sell or a solicitation of an offer to buy the securities of FG Imperii, tZERO or the combined company resulting from the proposed business
combination, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom,
and otherwise in accordance with applicable law. Distribution of this communication is restricted by law; it is not intended for distribution
to, or use by any person in, any jurisdiction in which such distribution or use would be contrary to local law or regulation.
