Alan Konevsky, 2024 archive: tZERO / Haute Living (crop).
tZERO agreed on Monday, November 2, to go public through a business combination with FG Imperii Acquisition Corp., in a proposed transaction that values the tokenized-markets infrastructure company at $350 million before new financing.
The pre-money equity valuation includes up to $25 million tied to specified milestones, according to the companies’ announcement. The deal has not closed. The companies expect completion in early 2027, subject to shareholder approvals, regulatory requirements and other conditions.
FG Imperii is a Nasdaq-listed special purpose acquisition company. Following the proposed combination, the companies expect the combined business to trade on NYSE American under the symbol TZRO, subject to listing approval.
The transaction could provide access to up to approximately $231 million held in FG Imperii’s trust account. That figure is subject to public-shareholder redemptions and is before transaction expenses. It is not cash tZERO has already raised or a guaranteed amount available at closing.
A separate forward-purchase arrangement with FG Merchant Partners LP could cover up to 2.5 million shares. The companies said that arrangement remains subject to definitive documentation. An FG Imperii affiliate also provided additional capital to tZERO’s previously announced funding round; the announcement did not specify that contribution’s amount.
Existing tZERO shareholders are expected to roll all their equity interests into the combined company. Both boards approved the proposed combination, and tZERO said shareholders representing about 62% of its capital on a fully diluted basis had signed support agreements.
tZERO provides infrastructure for issuing, trading, settling and holding tokenized assets through its technology platform and regulated subsidiaries. Its proposed uses for net proceeds include strengthening the balance sheet, expanding technology and regulated infrastructure, commercial growth, new products and general corporate purposes.
Chief Executive Alan Konevsky is expected to continue leading the business after closing. Completion remains conditional, including on the effectiveness of a Form S-4 registration statement and approval of the combined company’s stock listing. The parties cautioned that the transaction may not be completed on the expected schedule, or at all.
JBizNews Desk | New York
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