Filed by FG Imperii Acquisition Corp.
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: tZERO Group, Inc.
Commission File No. 001-43056
Date: November 2, 2026
On November 2, 2026, tZERO Group, Inc. posted the following information
on its social media sites:
LI
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.
