FG Imperii signs $325M merger agreement with tZERO
The combined company may receive up to approximately $231 million in trust cash, subject to redemptions, while 2.5 million earn-out shares depend on post-closing milestones.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
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.
Filing Explained
Existing tZERO shareholders are assigned 52.0% of illustrative ownership; convertible note investors are shown at 9.9% under a 25% discount-conversion assumption.
The merger remains subject to closing conditions; the presentation’s illustrative closing table assigns existing tZERO shareholders
The table assumes no redemptions and excludes earn-out shares and shares underlying FG Imperii public and private warrants, so it is illustrative rather than a final ownership count. It assigns convertible note investors
In the same zero-redemption scenario, the presentation estimates
8-K Event Classification
Key Figures
Key Terms
Exchange Ratio financial
designated contract market regulatory
Adjusted EBITDA financial
forward purchase arrangement financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is FGII's proposed merger consideration for tZERO?
How much cash could FGII's proposed tZERO merger bring to the combined company?
When is FGII's tZERO deal expected to close?
What revenue does tZERO project for 2027?
AI-generated analysis. How Rhea-AI works. Not financial advice.
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
|
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On October 31, 2026, (i) FG Imperii Acquisition Corp., a Cayman Islands exempted company limited by shares, with registration number 425824 (which shall transfer by way of continuation out of the Cayman Islands and domesticate as a Texas corporation prior to the Closing) (the “Purchaser” or “FG Imperii”), (ii) FGII Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub I”), (iii) FGII Merger Sub II LLC, a Texas limited liability company and a wholly-owned subsidiary of the Purchaser (“Merger Sub II”) and (iv) tZERO Group, Inc., a Delaware corporation (the “Company” or “tZERO”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Purchaser, Merger Sub I, Merger Sub II and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination” or the “Transactions.” Capitalized terms used but not defined herein have the meanings given to them in the Merger Agreement.
The Merger Agreement provides for a two-step merger transaction (the “Mergers”), preceded by the Continuation (as defined below). First, at least one (1) Business Day prior to the First Effective Time, and subject to receipt of the Required Purchaser Shareholder Approval, the Purchaser intends to effect a continuation, whereby the Purchaser shall de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Texas so as to migrate and domesticate as a Texas corporation (the “Continuation”) in accordance with the applicable provisions of the Texas Business Organizations Code (“BOC”) and Part 12 of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”).
Second, at least one (1) Business Day after the completion of the Continuation, or on a later date as agreed by the Parties, and upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Delaware General Corporation Law (as amended, the “DGCL”) and the BOC, as applicable, the Parties intend to (i) at the First Effective Time, effect the merger of Merger Sub I with and into the Company, with the Company continuing as the Initial Surviving Corporation (the “First Company Merger”), as a result of which all of the issued and outstanding capital stock of the Company immediately prior to the First Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right for each Company Stockholder to receive a number of Closing Payment Shares equal to the Exchange Ratio, all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the DGCL, and (ii) immediately following the First Company Merger, effect the merger of the Initial Surviving Corporation with and into Merger Sub II, which shall be classified as an entity disregarded as separate from the Purchaser for U.S. federal income tax purposes, with Merger Sub II continuing as the Surviving Company (the “Second Company Merger” and together with the First Company Merger, the “Company Mergers”), as a result of which all of the issued and outstanding capital stock of the Initial Surviving Corporation immediately prior to the Second Effective Time shall no longer be outstanding and shall thereupon be converted into and become one membership interest in the Surviving Company and such membership interest shall constitute the only outstanding equity of the Surviving Company as of immediately following the Second Effective Time.
Merger Consideration
The aggregate consideration to be paid to the Company Security Holders and the holders of Company Exit Plan Awards in connection with the First Company Merger is a number of shares of Purchaser Class A Common Stock with an aggregate value equal to $325,000,000 (the “Merger Consideration”), with each share of Purchaser Class A Common Stock valued at $10.00. At the First Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (including shares issued upon the conversion of the Company Preferred Stock, the settlement of Company RSUs and the conversion of certain Company Convertible Notes, but excluding Dissenting Shares) will be cancelled and converted into the right to receive a number of shares of Purchaser Class A Common Stock equal to the Exchange Ratio, plus the right to receive a portion of the Company Earn-out Shares described below, if, as and when earned, in each case as allocated in the Closing Consideration Spreadsheet to be delivered by the Company prior to the closing.
In addition, at the closing, the Purchaser will issue an aggregate of 2,500,000 shares of Purchaser Class A Common Stock (the “Company Earn-out Shares”) to an escrow agent, to be released to the persons who received closing share consideration upon the achievement of the following milestones: (i) 1,250,000 Company Earn-out Shares upon the earlier of (A) approval by the Commodity Futures Trading Commission (the “CFTC”) of the Company’s pending designated contract market and derivatives clearing organization applications, or the commercial launch of regulated crypto derivatives or event-contract trading by the Company’s CFTC-registered introducing broker, or (B) the execution of a qualifying license, collaboration or partnership agreement covering the Company’s derivatives or clearing platform, in each case during the four-year period following the closing; and (ii) 1,250,000 Company Earn-out Shares upon the Company achieving positive aggregate Adjusted EBITDA for two separate periods of three consecutive calendar months during the twelve-month period following the closing. If the first milestone is achieved prior to the closing, the corresponding Company Earn-out Shares will be issued directly to the recipients at the closing rather than deposited in escrow. Any Company Earn-out Shares that are not earned during the applicable earn-out period will be returned to the Purchaser and cancelled. If the Purchaser consummates a change of control transaction during the applicable earn-out period, all Company Earn-out Shares that have not yet been earned will be deemed earned and released immediately prior to the consummation of such transaction.
Representations, Warranties, and Covenants
The Merger Agreement contains customary representations and warranties by each of the Company, the Purchaser, Merger Sub I and Merger Sub II, as well as covenants regarding the conduct of their respective businesses prior to the closing of the transaction, efforts to obtain required approvals, and other matters. The representations and warranties in the Merger Agreement will not survive the closing of the transaction.
Closing Conditions
The closing of the Mergers is subject to customary closing conditions, including, among others, approval of the transaction by the stockholders of the Company and the shareholders of FG Imperii, effectiveness of a registration statement on Form S-4 to be filed by FG Imperii with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the transaction, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, approval of the Purchaser Class A Common Stock and the Domesticated Purchaser Public Warrants for listing on Nasdaq, the NYSE or NYSE American, subject to official notice of issuance, absence of any law or order prohibiting the consummation of the transaction, and other conditions as set forth in the Merger Agreement.
Termination Provisions
The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under certain specified circumstances. Either the Company or FG Imperii may terminate the agreement by written notice if the conditions to closing have not been satisfied or waived on or before March 15, 2027 (the “Outside Date”), provided that the right to terminate on this basis is not available to any party whose (or whose affiliates’) breach of the agreement was the cause of, or resulted in, the failure of the closing to occur by such date. Termination is also permitted by mutual written consent of the parties, or by either party if a governmental authority issues an order or takes other action permanently restraining, enjoining or otherwise prohibiting the transaction that has become final and non-appealable, so long as the failure of the terminating party or its affiliates to comply with the agreement was not a substantial cause of such action.
Additional termination rights include the ability for either party to terminate if the required approval of the shareholders of FG Imperii is not obtained at its extraordinary general meeting, and the ability for FG Imperii to terminate if the Company does not deliver the written consents of its stockholders constituting the required approval by the applicable deadline. The agreement may also be terminated by one party if the other party has committed a material breach of its representations, warranties, or covenants that would prevent the satisfaction of closing conditions and such breach is incapable of being cured or is not cured within twenty (20) days (or any shorter period remaining before the Outside Date) after notice of such breach, provided that the terminating party is not then in material uncured breach, or by FG Imperii if a material adverse effect on the Company occurs and is not cured by the Outside Date. Upon termination, the agreement becomes void and has no further effect, except for certain provisions that expressly survive, and subject to liability for any willful breach of any covenant or obligation or any fraud claim. Each party is responsible for its own fees and expenses incurred in connection with the agreement and the contemplated transactions, except as otherwise provided.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Related Agreements
In connection with the execution of the Merger Agreement, FG Imperii Investors LLC, a Nevada limited liability company, the sponsor of FG Imperii, entered into a support agreement pursuant to which it agreed to vote its shares of FG Imperii in favor of the transaction and take certain other actions in support of the Mergers (the “Sponsor Support Agreement”). Certain stockholders of the Company entered into a support agreement pursuant to which they agreed to vote their shares of the Company in favor of the transaction and take certain other actions in support of the Mergers (the “Company Stockholder Support Agreement”). At the Closing, the Company and FG Imperii will enter into a lock-up agreement with certain Company stockholders (the “Lock-Up Agreement”), restricting the transfer of certain shares for specified periods following the Closing. At the Closing, FG Imperii will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) with certain existing shareholders of FG Imperii with respect to the securities of FG Imperii they own at the Closing. The Amended and Restated Registration Rights Agreement will provide certain demand registration rights and piggyback registration rights to such holders, subject to underwriter cutbacks and issuer blackout periods. FG Imperii will agree to pay certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement. The Company and FG Imperii previously entered into a confidentiality and non-disclosure agreement in connection with the transaction.
The foregoing description of the Sponsor Support Agreement, the Company Stockholder Support Agreement, the Lock-Up Agreement, and the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, Company Stockholder Support Agreement, Form of Lock-Up Agreement, and Form of Amended and Restated Registration Rights Agreement, respectively, copies of which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 2, 2026, the Company and FG Imperii issued a press release (the “Press Release”) announcing the Transactions. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation, dated October 2026.
The information in this Item 7.01, including Exhibits 99.1 and 99.2 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibits 99.1 and 99.2.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K (this “8-K”) includes “forward-looking statements”. All statements contained in this 8-K 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 8-K 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 8-K 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 8-K 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 8-K 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 8-K 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 8-K 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1* | Agreement and Plan of Merger, dated as of October 31, 2026, by and among FG Imperii Acquisition Corp., FGII Merger Sub I Inc., FGII Merger Sub II LLC and tZERO Group, Inc. | |
| 10.1 | Sponsor Support Agreement, dated as of October 31, 2026. | |
| 10.2 | Company Stockholder Support Agreement, dated as of October 31, 2026. | |
| 10.3 | Form of Lock-Up Agreement | |
| 10.4 | Form of Amended and Restated Registration Rights Agreement | |
| 99.1 | Press Release, dated November 2, 2026. | |
| 99.2 | Investor Presentation, dated October 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 2, 2026
FG IMPERII ACQUISITION CORP.
| By: | /s/ Hassan R. Baqar | |
| Name: | Hassan R. Baqar | |
| Title: | Chief Financial Officer |
Exhibit 99.1
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.
–END–
tZERO Media & Investor Relations Enquiries
Julie Ros, SVP, Head of Marketing & Communications, tZERO
marketing@tzero.com
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 press release includes “forward-looking statements”. All statements contained in this press release 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 press release 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 press release 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 press release 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 press release 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 press release 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 press release 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.
Exhibit 99.2
www.tzero.com 1 Wall Street, Tokenized October 2026 www.tzero.com
www.tzero.com 2 This presentation is provided for informational purposes only and has been prepared to assist interested parties in making th eir own evaluation with respect to a proposed business combination (the “proposed business combination”) between tZERO Group, Inc. (“ tZERO ” or the “Company”) and FG Imperii Acquisition Corp. (“FG Imperii ”) and potential related offering of the securities of tZERO or FG Imperii in a private placement (the “proposed private placement” and, together with the proposed business combination, the “proposed tr ansactions”) and for no other purpose. By accepting this presentation, each recipient agrees to us this presentation for the sole purpose of evaluating the proposed transactions. Any re production or distribution of this presentation, in whole or in part, or the disclosure of its contents, without the prior consent of tZERO and FG Imperii is prohibited. The information contained herein does not purport to be all inclusive and none of tZERO , FG Imperii nor any of their respective affiliates, directors, officers, employees or advisers or any other person has independently verified the information in this presentation and no representation or warranty, express or implied, are gi ven in, or in respect of, this presentation. To the fullest extent permitted by law, in no circumstances will tZERO , FG Imperii or any of their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employ ee s, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentat ion , its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Recipients of this presentation sh oul d each make their own evaluation of tZERO , FG Imperii and the proposed transactions and of the relevance and adequacy of the information and should make such other investigations as they dee m necessary. Recipients should review the Registration Statement (as defined below) once filed by tZERO and FG Imperii with the SEC in connection with the proposed transactions for further information on tZERO , FG Imperii or the proposed transactions. tZERO Group, Inc.’s wholly - owned subsidiary, tZERO Technologies, LLC, is not a registered broker - dealer, funding portal, underwriter, investment bank, investment adviser or inves tment manager, and is not providing brokerage, investment banking or underwriting services, recommendations or investment advice to any pers on, and does not provide any brokerage services. tZERO Technologies, LLC takes no part in the negotiation or execution of secondary market transactions for the purchase or sale of sec urities and at no time has possession of investor funds or securities in connection with such transactions. tZERO Technologies, LLC provides all technology services to clients. tZERO Securities, LLC (“tZERO Securities”) is a broker - dealer registered with the SEC and a member of FINRA and SIPC. It is the operator of the tZERO Securities ATS. More information about tZERO Securities may be found on FINRA’s BrokerCheck : https://brokercheck.finra.org/ . tZERO Digital Asset Securities, LLC (“tZERO Digital”) is a broker - dealer registered with the SEC and a member of FINRA and SIPC. Digital asset securities may not be “securities” as defined under the Securities Investor Protection Act (SIPA) – and, in particular, digital asset securities that are “investment contracts” und er the Howey test but are not registered with the Securities and Exchange Commission are excluded from SIPA’s definition of “securities” – and thus the protections afforded to securities customers under SIPA may not apply. More information about tZERO Digital may be found on FINRA’s BrokerCheck : https://brokercheck.finra.org/ . tZERO Transfer Services, LLC is a SEC - registered transfer agent. tZERO Introducing Broker, LLC is an introducing broker registered with the CFTC and is a member of NFA. More information about tZERO Introducing Broker can be found on NFA’s BASIC: https://www.nfa.futures.org/basicnet/ . tZERO Capital Partners, LLC is an exempt reporting adviser in the state of Utah. For disclosures and other risk factors see Appendix A . Disclaimer
www.tzero.com 3 tZERO Management Team Alan Konevsky CEO & Chairman of Board Alan Swimmer EVP, Chief Strategic Relationships Officer Vanessa Savino EVP, Chief Legal and Administrative Officer & Board Secretary James Knight EVP, Chief Financial Officer Evangelos Tzoulafis EVP, Head of Project Execution Alex Vlastakis EVP, Brokerage Strategy and Operations Select Prior Experience Christopher Russell EVP, Chief Technology and Security Officer
www.tzero.com 4 FG Imperii Management Team Larry Swets, CFA Chief Executive Officer Tony Scuderi President Kyle Cerminara, CFA Senior Advisor Select Prior Experience
www.tzero.com 5 Investment Highlights x Already built infrastructure, in the market, and being commercialized x Meaningful additional embedded optionality, particularly CFTC stack and patent portfolio x Modest capital needs and attractive pricing relative to existing public comparables x Triple - digit year - over - year (2026E – 2027E) revenue growth expected x Core partnerships with multi trillion - dollar asset pools yet to be tokenized x tZERO does one thing: We enable the tokenization economy . Turnkey, end - to - end infrastructure for tokenized assets that covers the entire asset lifecycle x Operates across SEC - and CFTC - regulated stacks
www.tzero.com 6 Introduction To Tokenization The Financial System Is Being Rewired. Capital markets are shifting from fragmented, multi - day settlement rails to programmable, real - time cross - border and cross - asset infrastructure optimized for machine - to - machine economy. $18.9 Trillion Projected tokenized asset market by 2033 “Approaching the Tokenization Tipping Point” BCG & Ripple, 2025 T+0 Settlement standard emerging in tokenized markets vs. T+1 and T+2 in traditional markets today 300+ Major financial institutions actively deploying or piloting tokenization “Next - gen markets: The rise and reality of tokenization” Broadridge, 2025 tZERO: The Connective Tissue of the Tokenization Economy tZERO is a vertically - integrated, multi - pronged infrastructure stack that empowers market leaders to bridge operational gaps and scale tokenization and digital assets rapidly using our rails. tZERO is independent and not captive to any single client. We are platform, protocol, asset, and brand agnostic. Our institu tio nal partners make our infrastructure as visible or invisible as they require – as we handle the hard regulatory and operational components.
www.tzero.com 7 Securities SEC - registered and FINRA - member broker - dealer infrastructure, an Alternative Trading System operated pursuant to Regulation ATS, SEC - registered transfer agent services, and custody infrastructure for tokenized and traditional securities. Derivatives CFTC - registered Introducing Broker today, with pending DCM designation and DCO registration applications to support regulated crypto derivatives, perpetual futures and prediction markets on tZERO’s infrastructure Intellectual Property A patent portfolio covering core tokenization, custody and settlement processes – protecting tZERO’s infrastructure and creating licensable intellectual property for partners. tZERO’s Infrastructure Verticals One platform spanning all three verticals – giving TradFi and DeFi participants a single partner to tokenize, trade, and protect digital assets. Three Verticals, Two Addressable Markets
www.tzero.com 8 Our Advantage True Moat. Years in the Making. Fully Operational. End - to - End Stack Across Asset Types Issuance → trading → settlement → custody → transfer agent – all regulated, all in one platform. Designed to minimize fragmented third - party dependencies. Platform, Protocol and Brand Agnostic We don't compete with our clients’ businesses. We are independent and unencumbered by captive relationships, with no barriers to scaling widely. Our clients can fully control their own customer relationships and branding – tZERO powers the infrastructure invisibly. Regulation as Strategy, Innovation as the Core 3 active SEC registrations, 1 active CFTC registration and 2 pending CFTC applications. In a market where compliance is the m oat , tZERO has a multi - year head start. DeFi + TradFi Bridge, Underpinned by IP Self - hosted wallet support, stablecoin settlement, and on - chain lending interoperability – connecting institutional finance with on - chain economy; broad patent portfolio behind it.
www.tzero.com 9 Comprehensive Regulatory Stack Broker - Dealer (1) SEC - Registered Broker - Dealer ➢ Primary issuance & secondary trading ➢ White - label platform for partners ➢ Investment banking & correspondent clearing ➢ Self - hosted wallet compatibility ATS SEC - Regulated Alternative Trading System ➢ Equities, debt, mutual funds & other investment contracts ➢ Traditional/tokenized ➢ CLOB + liquidity auction formats Qualified Custodian (2) SEC - Registered Broker - Dealer ➢ Tokenized securities & non - security crypto assets custody ➢ Correspondent clearing (for digital and conventional assets) ➢ Segregated & omnibus wallet models Digital Transfer Agent SEC - Registered Transfer Agent ➢ Traditional & digital asset registries ➢ Automated cap table sync ➢ Corporate actions, dividends, voting CFTC - Registered Introducing Broker & DCM/DCO Applications ➢ Crypto derivatives & event contracts ➢ Clearing organization capabilities ➢ Expanding multi - asset footprint tZERO Securities and tZERO Digital Asset Securities are SEC - registered and FINRA members. The ATS is SEC - regulated. DCM, DCO, IB (1) tZERO Securities and tZERO Digital are SEC - registered and FINRA members. The ATS is SEC - regulated. (2) tZERO Digital Asset Securities, LLC (“ tZERO Digital”) was approved as a special purpose broker - dealer on September 12, 2024 in accordance with the Securities and Exchange Commission’s (“SEC”) Statement regarding Custody of Digital Asset Securities by Special Purpose Broker - Dealers, SEC Rel. No. 34 - 90788 (Dec. 23, 2020), 86 Fed. Reg. 11627, 11631 - 32 (Feb. 26 , 2021) (the “2020 Statement”). On December 17, 2025, the SEC’s Division of Trading and Markets issued its Statement on Custody of Crypto Asset Securities by Broker - Dealers (the “2025 Statement”). On January 16, 2026, FINRA approved th e removal of tZERO Digital’s Membership Agreement restriction relating to its previously approved SPBD business activity and acknowledged that member firms may rely on recent SEC guidance in conducting custody of non - security crypt o assets.
www.tzero.com 10 Who We Serve The Right Infrastructure for Institutional Market Participants Customer Type Primary Need Core Products Engagement Model Banks & Trust Companies Custody architecture, settlement modernization, collateral mobility Custody, LYNQ Settlement, Transfer Agent, White Label Strategic Integration (custody + settlement layer) Broker - Dealers Tokenized ecosystem access without a costly build ATS API, Correspondent Clearing, Custody, Wallet Management, White Label B2B and B2B2C API License + Clearing & Custody Agreement Asset & Fund Managers Tokenize fund interests; secondary liquidity for tokens Primary Issuance, Transfer Agent, ATS, Custody Issuer Program (tiered by AUM) FinTech Embed tZERO rails in own platform APIs (all), Clearing, Custody, White Label, Transfer Agent Platform Partner (API + revenue share) International Exchanges Cross - list tokenized securities; access US regulated rails ATS Cross - Listing, Correspondent Clearing, Custody Cross - Border Alliance Layer 1 / Blockchain Ecosystems Regulated infrastructure for developer community ATS Trading, Primary Issuance APIs, Custody Strategic Partnership (custom MSA)
www.tzero.com 11 Our Customers & Partners Top 5 Active Independent Asset Manager by AUM Top 10 Largest U.S. Bank by Total Assets
www.tzero.com 12 Selected Current Pipeline (1) x Collaboration with NYSE regarding tokenized public equities (1) Pipeline shown as of 10/1/2026. Opportunities are at various stages of development, and there can be no assurance that any op por tunity will result in a definitive agreement, completed transaction or revenue. (2) Pending DCM designation and DCO registration, as well as definitive documentation. x Transfer agent services for a premier, U.S. - based ETF trust services provider x Distribution services for digital assets issued by a premier U.S. asset manager x End - to - end regulated stacks for broker - dealers like Siebert x U.S. broker - dealer infrastructure for foreign players like Eddid x Real estate tokenization and trading platforms x A marketplace for buying and trading tokenized ownership in athletes’ earnings x CFTC - regulated derivatives infrastructure for a leading global exchange (2) x Goldman Sachs fund product to be distributed on Lynq platform powered by tZERO
www.tzero.com 13 Market Growth Opportunity Revenue Model and Growth Trajectory Fixed and recurring fees plus transaction - based revenue earned across tZERO's regulated venues. 2025A actual. 2026E is 1H 2026 actual plus 2H 2026 forecast, shown blended. Through August 2026, revenue was $1.16M year to d ate against $1.02M estimated (July – August 2026: $0.38M actual vs. $0.24M estimated). Actuals are unaudited and exclude an intercomp any fee; September 2026 has not closed. 2027E revenue assumes 2 institutional CFTC partners with over $6 billion in expected mont hly notional volume, 34 new tokenization projects through institutional bank partnerships, 3 brokerage as infrastructure clients fo r tokenized securities markets and 20 correspondent clearing relationships. All estimates are management's current expectations, are forw ard - looking, and are subject to significant risks and uncertainties; no assurance can be given that they will be achieved. EBITDA a nd a reconciliation to net income/(loss) are presented on page 16. Reference is made to “Disclosures and Risk Factors” beginning o n p age 23. Revenue Model Fixed & Recurring ~40% Platform and subscription fees, monthly minimums, and service fees. Transaction & Variable ~60% Execution, clearing and custody fees, and revenue share on venue activity. Growth Drivers CFTC - Regulated Vertical Derivatives and perpetual futures cleared following approval of DCM/DCO applications and additional margin and product approvals thereafter. SEC - Regulated Vertical Primary issuance, transfer agent, and correspondent clearing and custody, scaling with a broadening base of issuers and institutional clients. Total Revenue $2.0M 2025A $4. 3 M 2026E 2027E $ 32.1 M Revenue: 2026E blends 1H 2026 actual of $0.8M with a 2H 2026 forecast of $3.5M. + 649 % + 115 % 2026E revenue more than doubles on 2025A; 2027E implies continued triple - digit growth EBITDA ($16.5M) ($13.9M) ($0.2M)
www.tzero.com 14 52.0% 36.4% 9.9% 1.7% Existing tZERO Shareholders FGII Public Shareholders FGII Sponsor Convertible Note Investors Transaction Summary Illustrative Pro - Forma Valuation (1,2) $ in m except per share amounts $10.00 Transaction Price per Share 62.5 Pro - Forma Shares Outstanding $625 Pro - Forma Equity Value 216 ( - ) Pro Forma Cash 0 (+) Pro Forma Debt $409 Pro - Forma Enterprise Value Overview (1,2) Estimated Sources & Uses (1,2) Illustrative Pro - Forma Ownership % at Closing (1,2) tZERO is valued at a pre - money equity value of $325 million • Transaction to provide ~$216 million of net cash to the balance sheet • Private bridge financing raised to support tZERO’s growth, from affiliates of FG Imperii , Intercontinental Exchange, Inc. (NYSE: ICE), Dinari, Inc., Neighborhood Intelligence (NASDAQ: NXH) and other existing investors • Existing tZERO shareholders roll 100% of equity into the transaction • 2.5 million total earnout shares to existing tZERO shareholders, issuable in two equal tranches upon achievement of actionable strategic milestones • 1 board observer designated for FG Imperii Sources ($m) $231 FGII Cash in Trust 11 Convertible Notes (Equity Value) 325 tZERO Equity Rollover $567 Total Sources Uses ($m) $216 Cash to Balance Sheet 325 tZERO Equity Rollover 11 Convertible Notes (Equity Value) 15 Estimated Transaction Expenses $567 Total Uses (1) Assumes 0% redemptions. (2) Includes existing tZERO common and preferred shareholders and shares underlying RSUs; includes conversion of Senior Secured C onv ertible Notes which convert at a 25% discount to the transaction price and conversion equity value includes accrued PIK interest; excludes earnout shares and shares underlying FGII public and private warrants. Numbers may not tie due to rounding.
www.tzero.com 15 Appendix www.tzero.com
www.tzero.com 16 Financial Summary and Non - GAAP Reconciliation Annual and Quarterly Revenue and EBITDA EBITDA, a non - GAAP measure, is net income / (loss) before depreciation and amortization, net other (income) / expense and income taxes. Fiscal Year Ended December 31, 2027E (2)(3) 2026E (2) 2025A ($ in millions) $32.1 $4.3 $2.0 Revenue GAAP to Non - GAAP Reconciliation ($0.7) ($17.0) ($10.0) Net Income / (Loss) 3.0 2.9 2.7 Depreciation & Amortization (2.4) 0.2 (9.2) Net Other (Income) / Expense (1) ($0.2) ($13.9) ($16.5) EBITDA (1%) n/m n/m % Margin Fiscal Quarter Ended, Q2 ’26 Q1 ’26 Q4 ’25 Q3 ’25 Q2 ’25 Q1 ’25 ($ in millions) $0.4 $0.4 $0.7 $0.6 $0.3 $0.4 Revenue GAAP to Non - GAAP Reconciliation ($6.0) ($4.8) ($7.2) ($3.5) $4.1 ($3.5) Net Income / (Loss) 0.7 0.7 0.8 0.7 0.7 0.6 Depreciation & Amortization 0.3 (0.2) 0.1 (0.3) (8.7) (0.3) Net Other (Income) / Expense (1) ($5.0) ($4.3) ($6.3) ($3.1) ($3.9) ($3.2) EBITDA n/m n/m n/m n/m n/m n/m % Margin (1) Includes interest income, an $8.4M gain on the sale of an investment in Q2 2025, gains and losses on asset disposals, loss on d ebt forgiveness, bridge convertible note interest and other non - operating items. Shown in parentheses when net income. (2) 2026E combines 1H 2026 actual results with a 2H 2026 forecast; 2027E is a forecast. Forecast D&A and interest income are held a t July 2026 run - rates. Bridge convertible notes accrue 12% interest, paid in kind, until their assumed conversion before year - end 2026 ($0.2M in 2026E; none in 2027E). Income taxes are assumed nil given net operating loss carryforwards. Inter est on business combination proceeds is excluded. 2026E includes a $0.85M transaction fee, which is expensed; other transaction expenses paid from the proceeds are expected to be charged to equity. (3) Includes the $2.0M Dinari final sale consideration, recognized as a gain in net other income and excluded from EBITDA. 2025A is from tZERO’s audited FY2025 consolidated financial statements; Q4 ’25 includes year - end audit adjustments. Q1 – Q3 ’25 an d the 2026 quarters are unaudited management accounts. Net income / (loss) is before non - controlling interests. Projections are forward - looking and subject to risks and uncertainties; see “Disclosures and Risk Factors” beginning on page 23. n/m: not meaningful. Totals may not foot due to rounding.
www.tzero.com 17 Proven Scale 10+ Years Building the Hardest Parts of Digital Asset Markets 3+3 3 SEC Registrations + 1 CFTC Registration and 2 CFTC Applications 16+ Supported Blockchains 103 US & Foreign Patents & Applications ~130K Verified Investors (retail + institutional) $1.7B+ Securities Transacted and Offered across all tZERO Platforms 10+ yrs Tokenizing Assets + Digital Asset Trading 40+ Institutional Customers 10m+ Distribution Reach Through Our Institutional Clients
www.tzero.com 18 Two Forces & Three Enablers are Reshaping Capital Markets AI and DeFi are the engines of the next financial system. Regulation, multi - asset composability, and cross - border rails are the conditions that let them scale. Dominant Force #1 Agentic AI AI agents likely will transact on behalf of institutions, funds, and individuals – and they need machine - readable, programmable, regulated assets to do it. Tokenized securities are the first asset class designed for compliance - aware, agentic execution at institutional scale. Dominant Force #2 TradFi + DeFi Convergence Stablecoins, on - chain lending, and self - custody wallets have illustrated that crypto - native rails are able to work at scale. Institutional adoption now requires those rails to meet regulated securities. Enabler #1 Regulatory Clarity U.S. digital - asset regulatory frameworks continue to evolve rapidly, increasing the importance of scalable compliance infrastructure. Enabler #2 Multi - Asset Composability and Efficiency Tokenization unlocks siloed liquidity across equities, debt, funds, and RWAs – enabling programmable, composable products that are faster, less intermediated, transparent, data - rich experiences. Enabler #3 Cross - Border Capital Blockchain collapses time - zone and jurisdictional friction. Stablecoins were the proof of concept; securities are next. The Tokenization Opportunity tZERO sits at the intersection of all five – AI - ready, DeFi - connected, and regulated today.
www.tzero.com 19 Infrastructure For The Full Asset Life Cycle Tokenization & Issuance • Smart contract workflows • Compliance - enabled minting • Regulated onboarding & KYC/AML screening • Cap table management • 16+ blockchains supported Trading & Liquidity (1) • Central limit order book • Controlled auctions • Block trading • Agora ATS network (ATS routing solution) Regulated Custody (2) • Custody of tokenized securities and non - security digital assets • Segregated client wallets • Omnibus structure suppor t • MPC key management • Regulated and secure Cap Table Management • On - chain shareholder records • Dividend & voting support • Corporate action automation • Dual registry (traditional + digital) APIs, White Label and AI • tZERO Connect APIs • Full white - label platform • Partner - branded UX • AI connectors/optimization (tZERO Halo – now in beta) Settlement & DeFi • Lynq real - time settlement network for tokenized cash products • Stablecoin settlement rails • Self - hosted wallet connect • DeFi/lending interoperability (1) tZERO Securities and tZERO Digital are SEC - registered and FINRA members. The ATS is SEC - regulated. (2) tZERO Digital Asset Securities, LLC (“ tZERO Digital”) was approved as a special purpose broker - dealer on September 12, 2024 in accordance with the Securities and Exchange Commission’s (“SEC”) Statement regarding Custody of Digital Asset Securities by Special Purpose Broker - Dealers, SEC Rel. No. 34 - 90788 (Dec. 23, 2020), 86 Fed. Reg. 11627, 11631 - 32 (Feb. 26 , 2021) (the “2020 Statement”). On December 17, 2025, the SEC’s Division of Trading and Markets issued its Statement on Custody of Crypto Asset Securities by Broker - Dealers (the “2025 Statement”). On January 16, 2026, FINRA approved th e removal of tZERO Digital’s Membership Agreement restriction relating to its previously approved SPBD business activity and acknowledged that member firms may rely on recent SEC guidance in conducting custody of non - security crypt o assets.
www.tzero.com 20 Built to Integrate with Existing Platforms tZERO operates as regulated connective tissue infrastructure . Customers and partners get a superior experience while maintaining full control. API Integration (tZERO Connect) • Direct API access to ATS trading • Primary issuance workflows • Custody & transfer agent services • Partner retains full client UX White - Label Platform • Fully branded partner portal • tZERO infrastructure underneath • Ringfence your own assets & clients • Turnkey regulated infrastructure Correspondent Broker - Dealer • Access tZERO ATS without full BD build • Correspondent clearing arrangements • Cross - list assets on tZERO ATS • Expand to digital asset compliance - enabled infrastructure
www.tzero.com 21 W=(523DWHQW3RUWIROLR IP That Powers the Tokenized Securities Lifecycle 23 Patent Families 103 US & Foreign Patents and Applications A pioneering blockchain patent portfolio developed since 2014 to protect tZERO's infrastructure today and to license as a fou nda tional standard for tomorrow's tokenized markets. Compliance, Built - In 6HOI (QIRUFLQJ Compliance rules embedded in transfer logic of an asset, checked against an on - chain investor registry, and enforced automatically at transfer. Engineered To Scale Built to Upgrade Smart contracts upgrade with a full on - chain audit trail; corporate actions like stock splits apply dynamically at transfer. The TradFi - DeFi Bridge TradFi DeFi Interoperability between traditional trading systems (regulated venues like the NYSE) and crypto networks that run around the clock. &U\SWRJUDSKLF&XVWRG\ Key Management An eight - patent architecture for institutional custody, which includes threshold key management, wallet - ownership verification, and federated identity. Already licensed by ICE (Intercontinental Exchange, parent of the NYSE) to power its upcoming tokenized securities platform, with Dinari and other parties in progress.
www.tzero.com 22 Multi - Chain & DeFi Infrastructure Chain - Agnostic by Design. ,VVXHUVFKRRVHWKHEORFNFKDLQWKDWILWVWKHLUVWUDWHJ\W=(52GHSOR\VLWVVWDQGDUGVPDUWFRQWUDFWVRUVXSSRUWVFXVWRP FRQILJXUDWLRQV ² DFURVVDJURZLQJOLVWRI SXEOLFDQGSHUPLVVLRQHGFKDLQV Ethereum Polygon Avalanche Solana Stellar XRP Ledger Hedera $SWRV Algorand BNB Chain Base Plume Network Hyperledger Besu Provenance Polymesh &DQWRQ 1HWZRUN Global Distribution Working with Archax and other local infrastructure partners to support cross - border distribution of tokenized assets, subject to applicable regulatory requirements in each jurisdiction. DeFi Connectivity Connectivity to DeFi protocols and stablecoin liquidity, where permitted, designed to support interoperability between regulated markets and on - chain finance. tZERO
www.tzero.com 23 'LVFORVXUHVDQG5LVN)DFWRUV www.tzero.com
www.tzero.com 24 Cautionary Note Regarding Projections and Other Forward - Looking Statements This presentation includes “forward - looking statements.” All statements contained in this presentation that do not relate to mat ters 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, certain management estimates of 2026E and 2027E metri cs, 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 mar ke t opportunity, anticipated trends in tZERO’s business, timing and likelihood of success, plans and objectives of management for future operations, the successful consumma ti on 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 presentation 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 mater ially from the expected results. Factors that may cause such differences include, but are not limited to: the risk that the benefits of the proposed business combination may not be realized; the ris k t hat 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 w it h the consummation of the proposed business combination; the occurrence of any event, change or other circumstance that could give rise to the termination of th e b usiness combination agreement; the outcome of any legal proceedings that may be initiated following announcement of the proposed business combination; the combined company’s continu ed listing on NYSE American; the risk that the proposed transactions disrupt current plans and operations of tZERO as a result of the announcement and consummation of the proposed business combination; the ability to recognize the anticipat ed benefits of the proposed transactions, 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 as sociated with changes in applicable laws or regulations applicable to tZERO’s products and services; the possibility that the combined company may be adversely affected by other economic, geopolitical, b us iness 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 St atement/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 even ts 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 presentation 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.
www.tzero.com 25 Disclaimers and Other Important Information Risk Factors For a description of certain risks relating to tZERO , including its business and operations, and the proposed transactions, we refer you to “Risk Factors” at the end of this pre sen tation. 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 Statem ent”), 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 (th e “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 t he proposed business combination. FG Imperii will also file other documents regarding the proposed business combination with the SEC. This presentation is not a substitute for the Registration Statement, the Proxy Statement/Prospectu s o r 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 presentation does not contain all of the information that should be considered concerning the proposed business combinat ion 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 BUSIN ESS COMBINATION CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TZERO, FG IMPERII, THE PROPOSED BUSINESS COMBINATION AND RELATED MATTER S. INVESTORS AND SECURITYHOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPE CTU S 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 IMPE RII MAY BE OBTAINED BY WRITTEN REQUEST TO FG IMPERII AT 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 TZE RO 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 solicitat io n 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 I N F G 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 INCLU DED 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 I N T HE PROPOSED BUSINESS COMBINATION MAY BE OBTAINED BY READING THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED BUSINESS COMBINATION WHEN AVAILABLE. Investors and securityhold ers 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 does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitat ion of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or s al e would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communicati on is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by me ans of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY N OR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINA L O FFENSE. No Incorporation by Reference The information contained in the third - party citations and websites referenced in this communication is not incorporated by refe rence into this communication. Trademarks The trademarks included herein are the property of the owners thereof and are used for reference purposes only. Such use shou ld not be construed as an endorsement of the platform and solutions of tZERO . Market and Industry Data This Presentation includes information concerning economic conditions, the Company’s industry, the Company’s markets and the Com pany’s competitive position that is based on a variety of sources, including information from independent industry analysts and publications, as well as the tZERO’s own estimates and research. tZERO’s estimates are derived from publicly available information released by third party sources, as well as data from its internal re search, and are based on such data and the Company’s knowledge of its industry, which the Company believes to be reasonable. Any independent industry pub lications used in this Presentation were not prepared on the Company’s behalf. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. The Company has not independe ntl y verified the accuracy or completeness of the data contained in these industry publications and other publicly available information. Accordingly, we make no representations as to the accuracy or completeness of that data nor do we unde rta ke to update such data after the date of this Presentation.
www.tzero.com 26 5LVN)DFWRUV Key Assumptions Relating to 2026E and 2027E Metrics The estimates and assumptions that underlie the Company's 2026E and 2027E metrics are inherently uncertain and, while conside red reasonable by management as of the date of this presentation, are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause the Company's actual results to diffe r m aterially from those projected for 2026 and 2027. In particular, 2027E revenue assumes 2 institutional CFTC partners with over $6 billion in expected monthly notional volume, 34 new tokenization projects through institutional bank partnerships, 3 brokerage as infrastructure clients for tokenized securities markets and 20 correspondent clearing relationships. However, the market for tokenized equities is nascent and the ref ore subject to significant uncertainties, including the appeal of this product to issuers, investors and intermediaries, as well as uncertainties around the functionality of this product and how markets in this product will interact with the existin g n ational market system for public equities. For all these reasons, there can be no assurance that the 2026E and 2027E metrics presented herein will be indicative of the Com pany's future business performance, or that actual results will not differ materially from the 2026E and 2027E metrics presented herein. Inclusion of the 2026E and 2027E metrics should not be regarded as a representation by the Company or any other person that these results will be achieved, and therefore potential investors and business partners should not place undue reliance on such metrics Non - GAAP Metrics tZERO generally reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, m an agement believes that the evaluation of its ongoing operating results may be enhanced by a presentation of EBITDA, which is a non - GAAP financial measure. EBITDA represents net income or net loss before depreciation and amortization, in terest expense and income taxes. tZERO believes that the use of EBITDA provides an additional meaningful method of evaluating certain aspects of its operating performance from period to period on a basis that may not be otherwise app arent under GAAP when used in addition to, and not in lieu of, GAAP measures. A reconciliation of EBITDA to net income is included on Slide 16. Risk Factor Summary All references to “we,” “us” or “our” refer to the Company prior to the consummation of the proposed business combination wit h a special purpose acquisition company. The risks described below are a non - exhaustive list of the key risks related to the Company and the factors that would cause actual results to differ from the intentions and assumptions described in this p res entation. This list has been prepared solely for potential investors in the proposed private placement and not for any other purpose. You should carefully consider these risks and uncertainties, carry out your own due diligence, and consult wit h y our own financial and legal advisors concerning the risks and suitability of an investment in the proposed private placement before making an investment decision. The list below is qualified in its entirety by disclosures contained in futur e d ocuments filed or furnished with the SEC in respect of the proposed transactions. The risks presented in such filings would include risks associated with the post - transaction operation of the Company and the risks associated with the proposed tra nsactions, and these risks may differ significantly from, and will be more extensive than, those risks presented below. The Company may be subject to the following factors, many of which are outside of Company’s control: Risks Related to Our Business • We operate in a developing industry, making it difficult to evaluate our ability to generate revenue through operations. Our pro fitability depends on our ability to attract, maintain, and grow our customer base. • There is no guarantee we will ever be able to actualize our multi - asset platform strategy, develop solutions for public securiti es, grow our primary issuance platform or ATS secondary trading market so that they are sustainable or profitable, receive licenses necessary to operate a profitable derivatives business, or utilize blockchain technology for securities trad ing on our ATS. • We or our subsidiaries may face substantial competition from known and unknown competitors, as well as the risk that one or m ore competitors may obtain patents covering technology critical to our operations or become broker - dealers permitted to take possession of digital asset securities, creating competition for tZERO Digital. • tZERO Securities derives revenue from its primary capital raising and secondary trading services making it, and by extension us, vu ln erable to changes in its customers' business and financial condition. • tZERO Securities and tZERO Digital are registered broker - dealers subject to extensive regulation. • Real or perceived errors, failures, bugs, or defects in our products and services could adversely affect our reputation and h arm our business. • We, our technology, or third parties with whom we do business may be the subject of cyber - attacks, which may result in security breaches and the loss or theft of assets, which could expose us to liability and reputational harm, curtail the use of our services or technology, and/or result in claims against us. • Our core technology has been and will be developed by our key technology employees and vendors, and the operation and further de velopment of this core technology depend on the continued availability of those key employees and vendors. • Strategic transactions we have engaged in and may engage in could disrupt our business, divert our management's attention, or ha rm our business and may not achieve the benefits we anticipate. • Our financial services businesses rely on third parties and their systems for a variety of services. Any loss of, or failure to perform, these services adequately could have a material adverse effect on us.
www.tzero.com 27 Risk Factors (Cont’d) Risks Related to Our Industry • The further development and acceptance of blockchain technologies are subject to a variety of factors that are difficult to e val uate. The slowing or stopping of the development or acceptance of blockchain technologies, peer - to - peer tokenized securities, and assets enhanced by blockchain technologies would have a material adverse effect on our business. Tokenized se cur ity price volatility could damage market confidence in blockchain technology and harm our business. • The tokenized securities market in which we compete is subject to rapid innovation, and changes or innovations in the tokeniz ed securities market may occur while we continue to develop our businesses, which could render aspects of our business model and developed technology obsolete. Risks Related to Regulation • New laws, regulations, or policies, as well as the application of existing legal and regulatory regimes, may materially adver sel y affect our business, and compliance may be complex and costly. Risks Related to Our Financial Condition • We have a history of significant losses and have only generated limited revenue from blockchain - based applications. If we do not achieve profitability from operations, our ability to continue in business will depend on our ability to raise additional capital, obtain financing or monetize significant assets, and we may be unable to do so. Risks Related to Intellectual Property • Any failure to obtain, maintain, protect, or enforce our intellectual property and proprietary rights could impair our abilit y t o protect our proprietary technology and our brand. The development and operation of our business will likely require additional technology and intellectual property rights, which may not provide sufficient protection. • Our proprietary technology protected by our patent portfolio is not currently for sale, has not generated any revenue, and ma y n ever generate revenue or become profitable. Our patent applications may not be approved or may be limited in scope. Risks Related to Being a Public Company • We have not operated as a U.S. public reporting company and may not be able to adequately establish the required governance, com pliance, risk management, and control infrastructure and culture. • If we fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financ ial condition or results of operations or prevent fraud. Risks Related to an Investment in our Common Stock • An active trading market for our common stock may never develop or be sustained. • The market price of our common stock may be volatile or may decline steeply or suddenly regardless of our operating performan ce, and we may not be able to meet investor or analyst expectations. You may not be able to resell your shares at or above the price per share in the proposed private placement and may lose all or part of your investment. • If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research abou t u s, our business, or our market, or if such analysts change their recommendations regarding our common stock adversely, the trading price or trading volume of our common stock could decline. • Future sales of shares by our existing stockholders could cause our stock price to decline. • We have broad discretion in how we use the net proceeds from the proposed transactions, and we may not use them effectively. • We qualify as an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exempt ion s available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. • We have not paid and do not intend to pay cash dividends for the foreseeable future. • The issuance by us of additional shares of any class of common stock or convertible securities may dilute your ownership and cou ld adversely affect our stock price. • State law and certain provisions of our charter and bylaws that will be in effect at the completion of the proposed transacti ons could make a merger, tender offer, or proxy contest difficult, thereby adversely affecting the market price of our common stock. • Our charter and bylaws will contain exclusive forum provisions for certain claims, which could limit our stockholders’ abilit y t o obtain a favorable judicial forum for disputes with us or any of our directors, officers, other employees, or stockholders. • As a result of becoming a public company, we will be required to develop and maintain proper and effective internal controls ove r financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock. • Operating as a public company will require us to incur significant costs and requires substantial management attention. In ad dit ion, key members of our management team have limited or no experience managing a public company. Risks Related to Certain Tax Matters • Changes in tax laws, policies and reporting obligations could adversely impact our business.
www.tzero.com 28 Thank you www.tzero.com