FG Imperii Acquisition Corp. (FGII) announced that it has entered into an agreement with tZERO Group, Inc. for a proposed business combination. The announcement says tZERO would become publicly traded under ticker TZRO on NYSE American upon closing.
FG Imperii and tZERO intend to file an S-4 registration statement, including a preliminary proxy statement and prospectus for securities to be issued in the transaction. FG Imperii plans to mail definitive materials after the registration statement becomes effective to shareholders as of a record date to be established. Completion depends on transaction conditions, including shareholder approvals. tZERO describes its infrastructure as spanning tokenized securities, trading, custody, clearing and settlement, and says its portfolio includes over 100 blockchain patents.
FG Imperii Acquisition Corp. (FGII) agreed to a proposed business combination with tZERO Group, Inc., with aggregate consideration valued at $325 million in FG Imperii Class A common shares, each valued at $10.00. The agreement contemplates FG Imperii continuing from the Cayman Islands to Texas, followed by two mergers involving tZERO.
At closing, FG Imperii would place 2,500,000 Company Earn-out Shares in escrow, released in two 1,250,000-share tranches if specified milestones are achieved. One milestone involves CFTC approval, a regulated trading launch or a qualifying partnership within four years after closing; the other requires positive aggregate Adjusted EBITDA for two separate three-consecutive-calendar-month periods within the 12 months after closing. Completion is subject to shareholder approvals, an effective Form S-4 registration statement and other conditions. Either party may terminate if closing conditions remain unmet by March 15, 2027, subject to stated limitations.
FG Imperii Acquisition Corp. entered into a merger agreement with tZERO Group, Inc. for a proposed two-step business combination. Aggregate consideration for tZERO security holders and holders of Company Exit Plan Awards is $325 million in FG Imperii Class A common stock, valued at $10.00 per share.
Under the agreement, FG Imperii would issue 2.5 million earn-out shares into escrow at closing, to be released in two 1.25 million-share tranches upon milestones. One tranche depends on CFTC approval of tZERO’s pending designated contract market and derivatives clearing organization applications, a qualifying launch or platform agreement within four years after closing. The other requires positive aggregate Adjusted EBITDA in two separate three-consecutive-calendar-month periods within the 12 months after closing. The combined company may receive up to approximately $231 million from FG Imperii’s trust account, subject to redemptions by public shareholders and before transaction expenses.
Closing is expected in early 2027, subject to shareholder approvals, regulatory conditions, an effective Form S-4 and listing approval. tZERO shareholders representing approximately 62% of its capital on a fully diluted basis and FG Imperii’s sponsor have signed support agreements.
AQR Capital Management, LLC, together with AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC, reports beneficial ownership of 1,211,376 Ordinary Shares of FG Imperii Acquisition Corp. This represents 4.19% of the class as of June 30, 2026, reflecting ownership of 5 percent or less of the company’s outstanding Ordinary Shares. All three entities report shared voting and dispositive power over the same 1,211,376 shares and no sole voting or dispositive power.
FG Imperii Acquisition Corp., a Cayman Islands-based blank check company focused on financial services targets, reported total assets of $232,042,352 as of June 30, 2026, including $231,056,147 held in a U.S. Treasury–invested trust account funded by its January 2026 IPO and over-allotment.
For the six months ended June 30, 2026, it generated net income of $3,347,053, driven by $3,556,147 of investment income on the trust and offset by $209,094 of general and administrative expenses. Cash outside the trust was $850,213, and current liabilities were minimal at $1,202.
The SPAC has 22,750,000 Class A ordinary shares classified as redeemable at redemption value and 5,687,500 Class B founder shares outstanding, along with public and private warrants. It has up to 24 months from its IPO closing to complete a qualifying business combination or return trust funds to public shareholders.
FG Imperii Acquisition Corp ownership disclosure: LMR Investment Managers and principals report beneficial ownership of 1,523,071 Class A Ordinary Shares, representing 6.6% of outstanding Class A Ordinary Shares as of March 31, 2026.
The position arises from purchases of Units in the issuer's IPO (each Unit = one Class A Ordinary Share plus one-half redeemable warrant). The holders also own a total of 761,535 redeemable warrants exercisable at $11.50 under the exercise timing specified in the filing.
FG Imperii Acquisition Corp., a blank check company focused on financial services targets, reports its first quarter as a public SPAC. It raised $227.5 million by selling 22,750,000 units at $10.00 each, placing the proceeds in a U.S. Treasury–invested trust account.
For the quarter ended March 31, 2026, the company generated net income of $1,398,394, driven by $1,548,269 of investment income on the trust and $149,875 of general and administrative expenses. Cash outside the trust was $897,989, with 22,750,000 Class A shares redeemable and a 24‑month deadline to complete a business combination or liquidate.
AQR affiliate group reports beneficial ownership of 5.16% in FG Imperii Acquisition Corp. The filers — AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC — state combined beneficial ownership of 1,188,640 shares of Class A Ordinary Shares (CUSIP G3R41C102) as of 03/31/2026. The filing is a Schedule 13G and shows shared voting and shared dispositive power over those shares. The signature block is dated 05/13/2026.
Adage Capital reports a 7.82% passive stake in FG Imperii Acquisition Corp. The filing states Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, beneficially hold 1,800,000 Class A ordinary shares representing 7.82% of the class based on March 31, 2026 outstanding share count of 23,025,000. The shares are reported as held by Adage entities with shared voting and dispositive power of 1,800,000 shares.
FG Imperii Acquisition Corp. Schedule 13G shows Hudson Bay Capital Management LP and Sander Gerber report beneficial ownership of 1,948,264 Class A Ordinary Shares, representing 8.46% of 23,025,000 shares outstanding as of March 31, 2026.
The securities are held in the name of HB Strategies LLC; the Investment Manager may be deemed the beneficial owner and Mr. Gerber disclaims beneficial ownership while serving as managing member of the general partner.