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tZERO Signs $350 Million SPAC Deal With FG Imperii, Ties $12.5 Million to Derivatives Goals

Half of the merger's 2.5 million earnout shares hinge on tZERO's derivatives business, including a CFTC exchange application that is still pending.

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By Dextape Desk ·

tZERO, a regulated tokenized securities infrastructure builder, agreed to go public by merging with FG Imperii Acquisition Corp, a Nasdaq-listed SPAC. The companies announced the deal Monday, setting its valuation before new capital at $350 million. Under the merger agreement dated October 31 according to a Form 8-K, stock consideration totals $325 million in Class A shares priced at $10.00. Another 2.5 million shares sit in escrow pending milestones. Half of that, roughly $12.5 million at the deal price, depends on derivatives goals involving CFTC approvals or crypto derivatives launches, while the remainder depends on positive adjusted EBITDA. Closing is expected in early 2027, and either side may walk away if it has not closed by March 15, 2027.

Why it matters: It shows a tokenized securities infrastructure firm pursuing a public listing through a SPAC, with part of the share payout tied to derivatives milestones.

Mentioned: Nasdaq

Summary by Dextape, based on reporting by Unchained. Written with AI from the publisher’s text and checked automatically for copied wording and unsupported figures. Not investment advice.

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The Dextape Desk signs Dextape's own work: briefs on wire stories, the daily market report and desk analysis. Briefs are written by an AI model from the publisher's article text and checked automatically for copied wording, unsupported figures and investment advice before they appear. AI drafts from the editorial desk need corroborating sources and an editor's review before release.

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