tZERO to Go Public via $350 Million SPAC Merger, Listing on NYSE American as TZRO

Tokenization firm tZERO will go public through a $350 million merger with blank-check company FG Imperii Acquisition Corp., listing on NYSE American under the ticker TZRO.

The company said Monday the agreement, announced by tZERO, values the business at $350 million before new capital, including up to $25 million payable only if specified milestones are met. The deal could deliver up to about $231 million in cash from FG Imperii’s trust, an amount that shrinks if shareholders redeem their stakes and before transaction expenses.

Both boards approved the merger unanimously, and holders of roughly 62% of tZERO’s fully diluted capital have signed support agreements. Existing tZERO shareholders are expected to keep their equity in the combined company, and CEO Alan Konevsky is expected to remain in the role with the current management team in place. Closing is anticipated in early 2027, pending shareholder approvals, regulatory consents, an effective Form S-4 registration statement and NYSE American listing approval.

Konevsky framed the listing as a capital-raising move for the company’s infrastructure business. “This proposed transaction is intended to give us greater access to capital to scale that Infrastructure-as-a-Service model,” he said. In an interview, he described the demand behind that model: institutions want to run tokenized offerings under their own brands while keeping control of customer relationships, and tZERO supplies the trading, brokerage, custody and transfer agent rails behind them.

The listing would hand public-market investors direct exposure to tokenization infrastructure, a market Citi has estimated could reach $5.5 trillion by 2030. tZERO has been building blockchain-based securities systems since 2014, before the current institutional wave, and its regulated subsidiaries already cover the digital securities stack for equities, funds and private market assets.

The company arrives at the listing with fresh regulatory and strategic backing. The Commodity Futures Trading Commission approved tZERO’s derivatives clearing organization registration in October, and the company is seeking approval to operate a designated contract market. In August, tZERO and Intercontinental Exchange, a tZERO investor, agreed to collaborate on infrastructure for tokenized securities, including a planned NYSE-affiliated digital trading platform, a step that sits alongside moves like the DTCC launching a tokenization service with 20 banks.

One risk travels with the deal: tZERO holds more than 100 blockchain-related patents, and the company is reportedly in a patent dispute with rival tokenization firm Securitize (SECZ). A proposed forward purchase arrangement with FG Merchant Partners LP covering up to 2.5 million shares also remains subject to definitive documentation.