Lowenstein Advises tZERO Group on Business Combination with FG Imperii Acquisition Corp.

tZERO Group, Inc., a financial technology company powering tokenized financial markets through regulated infrastructure-as-a-service solutions, and FG Imperii Acquisition Corp. (Nasdaq: FGII), a publicly traded special purpose acquisition company, have announced that they have entered into a definitive business combination agreement.

The proposed business combination values tZERO at a pre-money equity valuation of $350 million, including up to $25 million payable upon the achievement of specified milestones. The transaction is expected to provide the combined company with access to up to approximately $231 million held in FG Imperii's trust account, subject to redemptions by FG Imperii's public shareholders and before transaction expenses. Upon closing, the combined company is expected to trade on NYSE American under the ticker symbol "TZRO." The transaction is expected to close in early 2027, subject to customary closing conditions.

Lowenstein Sandler LLP advised tZERO in the transaction. The Lowenstein team included Ivan J. Presant, Daniel L. Forman, Seulbee Lee, Olivia Brick, Amani Taha, Adesimisola Tijani, Darren Goodman, Zachary L. Bocian, Michael Walutes, Ethan Silver, David E. Aron, Aiden D. O'Leary and Macauley Venora.