Blockchain-based securities company tZERO has agreed to merge with FG Imperii Acquisition Corp., a listed special purpose acquisition company, in a transaction targeting an NYSE American listing under the symbol TZRO in early 2027. The proposed deal assigns tZERO a $350 million pre-money equity valuation, including up to $25 million tied to specified milestones, rather than representing a $350 million cash payment to Neighborhood Intelligence, the parent company that owns about 38% of tZERO. FG Imperii holds up to approximately $231 million in a trust account, but shareholder redemptions and transaction expenses could reduce the cash available to the combined company. Existing tZERO investors are expected to exchange their holdings for equity in the combined business rather than cash out. The proposed share-purchase arrangement covering up to 2.5 million shares still requires final documentation, and the parent’s current ownership percentage is not guaranteed to remain unchanged after new shares and other transaction interests are included. Closing requires shareholder approval, regulatory consents, an effective SEC registration statement and NYSE American listing approval. Both boards have unanimously approved the deal, while holders representing about 62% of tZERO’s fully diluted capital have signed support agreements. tZERO previously received Commodity Futures Trading Commission approval for its derivatives clearing organization, while its designated contract market application remains pending. The company also plans to explore onchain trading, custody and related utility, and is working with Intercontinental Exchange on infrastructure for a planned NYSE-affiliated tokenized-securities platform.