tZERO to go public on NYSE through $350m SPAC merger

By Divya Shah

Why it matters: The proposed listing could strengthen funding for regulated tokenisation infrastructure as financial institutions explore issuing and managing digital investment products.

Tokenisation infrastructure firm tZERO has agreed to go public on the NYSE American through a merger with FG Imperii Acquisition Corp, a publicly traded special purpose acquisition company (SPAC). 

The transaction values tZERO at a pre-money equity valuation of $350 million, including up to $25 million linked. The combined company is expected to trade under the ticker symbol TZRO following completion of the deal, which is anticipated in early 2027. 

Under the proposed agreement, existing tZERO shareholders are expected to roll over all their equity interests into the combined company rather than cash out their holdings. 

The transaction could provide the merged business with up to $231 million in cash from FG Imperii’s trust account. The final amount will depend on redemptions by FG Imperii’s public shareholders and will be calculated before transaction expenses. 

FG Imperii is a joint venture between Fundamental Global and Imperii Partners. In addition to the trust funds, FG Merchant Partners LP, an affiliate of Fundamental Global, has signed a term sheet covering the forward purchase of up to 2.5 million shares. An unnamed FG Imperii affiliate has also contributed additional capital to tZERO’s funding round announced in September. 

tZERO provides infrastructure for issuing, trading and managing tokenised securities and other digital assets. Its business focuses on enabling financial institutions and companies to offer tokenised investment products through regulated digital asset infrastructure. 

Alan Konevsky, CEO of tZERO, said, “Global and domestic institutional investors are looking to offer tokenised products under their own brands while maintaining control over client relationships. tZERO provides a comprehensive infrastructure supporting such offerings.” 

He added, “This proposed deal should give us broader access to the capital needed to scale our infrastructure-as-a-service model.” 

According to the company, proceeds from the transaction are expected to strengthen its balance sheet, expand its technology and regulated infrastructure, accelerate commercial growth, support new products and strategic partnerships, and fund general corporate purposes. 

Following completion of the transaction, tZERO’s current management team, including Konevsky, is expected to continue leading the combined company. 

The proposed listing would give tZERO access to public capital markets as it seeks to expand its infrastructure-as-a-service model and support institutional demand for tokenised financial products. The merger remains subject to customary closing conditions and the expected completion timeline.