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AI brief of an SEC Form 8-K · FG Imperii Acquisition Corp. (FGII)

FG Imperii agrees to merge with tZERO Group in $325 million share deal

Neutral Impact 5 of 5 m&a Written later

FG Imperii Acquisition Corp., a special purpose acquisition company (SPAC), signed a merger agreement on October 31, 2026, with tZERO Group, Inc. The deal values tZERO at a $350 million pre-money equity valuation, including up to $25 million tied to milestones, and would pay tZERO holders in FG Imperii Class A shares, with the combined company expected to trade on NYSE American as TZRO. Closing requires shareholder approvals, an effective Form S-4 and regulatory steps, and the trust cash available to the combined company depends on redemptions by public shareholders.

Key points

  • Merger consideration of $325 million in FG Imperii Class A shares valued at $10.00 each, plus 2,500,000 earn-out shares held in escrow
  • Up to approximately $231 million of cash held in FG Imperii's trust account, subject to redemptions by public shareholders
  • Expected close in early 2027; either party may terminate if closing conditions are not met by March 15, 2027
  • Support agreements cover approximately 62% of tZERO's capital on a fully diluted basis

The filing

CompanyFG Imperii Acquisition Corp. (FGII)
Form8-K, current report
Filed with the SECNov 2, 2026, 9:10 AM ET
Accession number0001104659-26-120989

Items reported: 1.01 Material Definitive Agreement7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 11:48 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on November 02, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.