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11/03/2026

tZERO Seeks NYSE American Listing Through $350M SPAC Agreement

What happened: Digital securities company tZERO agreed to merge with Nasdaq-listed FG Imperii Acquisition Corp.

tZERO Seeks NYSE American Listing Through $350M SPAC Agreement

What happened: Digital securities company tZERO agreed to merge with Nasdaq-listed FG Imperii Acquisition Corp. at a $350 million pre-money valuation, with up to $25 million contingent on milestones. The combined business plans to trade on NYSE American under TZRO, targeting an early 2027 closing subject to an SEC registration process, shareholder approval and listing approval. The transaction could provide approximately $231 million from the SPAC trust, subject to redemptions; shareholders representing roughly 62% of tZERO's fully diluted capital signed support agreements.

Why it matters: The distinction between valuation and available cash is central: the $350 million headline does not describe proceeds, and redemptions could reduce the approximately $231 million trust contribution. ICE, the NYSE parent and a prior tZERO investor, has also selected the company as a design partner for its blockchain-based securities platform, giving the listing proposal a connection to established market infrastructure. The practical test is whether the transaction closes with enough capital to support that infrastructure work; board approval and shareholder support do not settle the remaining conditions.

Sources: CoinDesk; Crypto Briefing.