FG Imperii Acquisition Corp. ("FG Imperii") (Nasdaq ticker: FGII) announced today that the U.S. Commodity Futures Trading Commission ("CFTC") has approved tZERO DCM, LLC —— a wholly-owned subsidiary of tZero Group, Inc. ("tZERO") to register as a Designated Contract Market ("DCM"), thereby authorizing it to operate a regulated derivatives exchange. This approval follows CFTC's registration approval of tZERO DCO LLC on October 16, which designated the latter as a Derivatives Clearing Organization ("DCO"). This marks an important milestone for tZERO in its strategy to build a regulated infrastructure that supports both traditional and digital financial markets.
According to the 'Merger Agreement and Plan' signed by tZERO and FG Imperii on October 31, 2026, the first revenue milestone was achieved after CFTC approved tZERO and designated DCM and DCO for approval. With DCO being approved on October 16, 2026, and DCM registration also now approved, tZERO has met one of its key performance targets, which will drive the company's growth in 2027. With these two registrations, tZERO now has the regulatory foundation to support derivative trading and clearing through its own regulated entities. The aforementioned approvals have established a unique new derivative market infrastructure segment within tZERO's continuously expanding Infrastructure as a Service (IaaS) business, enabling the company to develop exchange and clearing services for financial institutions and other market participants.
tZERO CEO Alan Konevsky stated: "Receiving approval from both the exchange and the clearinghouse is a significant achievement for tZERO and also demonstrates our ability to fulfill our company's roadmap and business plans, as well as to create value for shareholders and revenue opportunities. Our derivatives infrastructure business is indeed unique. Most institutions that possess such capabilities use them to support their own business books – whereas tZERO once again serves the industry as an independent service provider, helping market participants who cannot establish these capabilities on their own within a reasonable time frame. We are grateful for the comprehensive review by CFTC and look forward to advancing to the next phase of this strategy."
The new derivatives capabilities complement tZERO's existing regulated securities infrastructure, which includes brokerage traders, alternative trading systems (ATS), digital asset securities custody, transfer agents, and clearing and settlement services. Through its IaaS model, tZERO provides the infrastructure that enables financial institutions, brokerage traders, and other partners to offer financial products and services to their own customers.
DCM and DCO aim to further extend this model to the derivatives market, creating opportunities for the development of new products for tZERO, and can also support a wider range of financial products and institutional business models.
tZERO Group , Inc.
tZERO is tokenizing Wall Street. We, along with our subsidiaries registered under SEC and CFTC, are driving the development of the tokenized economy by providing end-to-end financial infrastructure as a service (IaaS) for participants in the institutional market. With tZERO's IaaS products, institutions do not need to build their own complete regulatory and technical systems to offer new digital market capabilities to their clients. Our B2B and B2B2C collaboration model allows institutions to make our infrastructure "visible" or "invisible" as needed, while we are responsible for the regulatory and operational aspects. All technical services are provided through tZERO and Technologies, LLC. For more information, please visit their website.
Regarding FG Imperii Acquisition Corp.
FG Imperii Acquisition Corp. (Nasdaq: FGII) is a special purpose acquisition company established for the purpose of merging with one or more companies in the North American financial services industry, conducting stock swaps, asset acquisitions, share purchases, reorganizations, or similar business combinations. The management team of FG Imperii combines the transaction experience of Fundamental Global organizations with the expertise of Imperii Partners in the fields of cryptography, Web3, and digital asset capital markets. For more information, please visit https:// fgimperii.com.
Regarding tZERO, Digital Asset Securities, LLC
tZERO Digital Asset Securities, LLC is a brokerage firm registered in SEC and is also a member of FINRA and SIPC. It serves as the custodian for all digital asset securities on the tZERO online brokerage platform. Digital asset securities may not necessarily fall under the definition of "securities" as stipulated by the Securities Investor Protection Act (SIPA); particularly those that are classified as "investment contracts" according to Howey but are not registered with the U.S. Securities and Exchange Commission are excluded from the definition of "securities" under SIPA. Therefore, the protections provided by SIPA for securities customers may not apply. For more information, please refer to tZERO on FINRA. Digital Asset Securities.
Regarding tZERO, Securities, LLC
tZERO Securities, LLC is a brokerage firm registered in SEC and is also a member of FINRA and SIPC. It is the operator of tZERO Securities ATS. For more information, please refer to FINRA under BrokerCheck.
Regarding tZERO, Transfer Services, LLC
tZERO Transfer Services, LLC is a transfer agency registered in SEC. For more information, please visit the website at SEC under the page Edgar: https :// www.sec.gov / search-filings.
Regarding tZERO, Introducing Broker, LLC
tZERO and LLC have been registered as introducing brokers with the Commodity Futures Trading Commission (“CFTC”) and are members of the National Futures Association (“NFA”). For more information, please search on NFA using BASIC: https:// www.nfa.futures.org / BasicNet / basic-search-landing.aspx.
Regarding tZERO, Capital Partners, LLC
tZERO Capital Partners, LLC is an exempt reporting consultancy. For more information, please refer to BrokerCheck on FINRA.
Investor Tips
Digital asset securities, derivatives, and any specific investments may not be suitable or appropriate for everyone. Investors should be aware that investing in or trading securities, futures, options, swaps, and event contracts involves significant risks, including no guarantee of returns, costs related to buying, selling, and holding positions, lack of liquidity that can affect prices and an investor's ability to sell, open positions, or close them, as well as the potential for losing principal; when using leverage or margin, losses could exceed the initial investment. Digital assets also carry unique risks, including but not limited to fraud, manipulation, theft, and loss. Futures, options, swaps, and event contracts also have additional risks specific to derivatives, including the possibility of rapid and substantial losses due to leverage, the risk of being unable to close a position at a favorable price, or even being unable to close it at all. Furthermore, for event contracts, their terms, settlement, or continued listing may be affected by changing regulatory requirements, including the determination of whether a particular event contract can be listed or must be delisted by CFTC.
This notice is merely a general summary and does not list all the risks associated with these products. Before trading futures, options, swaps, or event contracts, you should review the risk disclosure statement provided to you at the time of account opening, which is an independent document subject to regulatory requirements and shall not be replaced by this notice.
Forward-looking Statements Warning
This press release contains “forward-looking statements.” Any statements in this press release that do not relate to historical facts should be considered forward-looking statements. Such forward-looking statements are typically identified by words such as “expected,” “believed,” “continued,” “possible,” “estimated,” “anticipated,” “intended,” “perhaps,” “planned,” “potential,” “predicted,” “projected,” “should,” “efforts,” “will,” “strategy,” “outlook,” or their negative forms, or other similar expressions; however, the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the business prospects, financial performance, business strategy, technology, research and development, regulatory approvals, potential market opportunities, expected business trends, timing, and likelihood of success of tZERO and FG Imperii regarding tZERO, as well as statements regarding the anticipated success of the proposed business merger and its potential benefits, and the terms and timing of the proposed business merger.
These forward-looking statements are based on information available as of the date of this press release, as well as current expectations, projections, and assumptions, and involve a number of judgments, risks, and uncertainties. Therefore, forward-looking statements should not be considered as representing the views of tZERO or FG Imperii at any subsequent date. Unless required by securities laws, tZERO and FG Imperii shall have no obligation to update forward-looking statements to reflect events or circumstances that occur after they are made, whether due to new information, future events, or other reasons.
These forward-looking statements involve significant risks and uncertainties that may lead to material differences between actual results and expected results. Factors that could cause such differences include, but are not limited to: the proposed business combination may not be completed in a timely manner or may not be completed at all, which could have an adverse effect on the price of FG Imperii securities; the number of redemptions requested by FG Imperii public shareholders, as well as the failure to meet the conditions for completing the proposed business combination, including the failure of FG Imperii shareholders or tZERO shareholders to approve the proposed business combination; risks related to tZERO business expansion and the anticipated timeline for business milestones; the ability to meet listing standards of the exchange upon completion of the proposed business combination; any events, changes, or other circumstances that could result in the termination of the business combination agreement; the outcome of any legal proceedings that may arise after the announcement of the proposed business combination; the continued listing of the combined company on NYSE American; the risk that the proposed transaction may disrupt the current plans and operations of tZERO due to the announcement and completion; the ability to achieve the expected transaction benefits, which may be affected by factors such as competition, the combined company's ability to grow and achieve profitable growth, the ability to maintain customer and partner relationships, and the retention of management and key employees; costs associated with the proposed business combination; risks related to legal or regulatory changes applicable to tZERO products and services; the combined company may be adversely affected by other economic, geopolitical, commercial, and/or competitive factors; the future financing capabilities of tZERO or the combined company; as well as other risks and uncertainties that will be described in detail in the proxy statement/prospectus defined below and in the documents submitted from time to time to SEC.These documents list and describe other significant risks and uncertainties that may lead to material differences between actual events and results and those stated in the forward-looking statements.
tZERO and FG Imperii remind that the aforementioned list of factors is not exhaustive. tZERO and FG Imperii remind readers not to rely excessively on any forward-looking statements, which are only valid as of the date they are made. Forward-looking statements do not guarantee future performance. tZERO and FG Imperii do not guarantee that the aforementioned expectations will be met. Including any such statements in this press release does not constitute tZERO, FG Imperii or any other party acknowledging that the events or circumstances described in those statements are material.
Supplementary information and methods of acquisition
Regarding the proposed business merger, FG Imperii and tZERO plan to submit a S-4 registration statement (which may be revised from time to time, hereinafter referred to as the "registration statement") to SEC. This registration statement will include a preliminary power of attorney for FG Imperii as well as a preliminary prospectus for the securities related to the proposed business merger (referred to as the "power of attorney/prospectus"). Once the registration statement takes effect, FG Imperii plans to send the final version of the power of attorney/prospectus to the shareholders as of the pending registration date in order to conduct a vote on the proposed business merger. FG Imperii will also submit other documents regarding the proposed business merger to SEC. This press release cannot replace the registration statement, the power of attorney/prospectus, or any other documents that tZERO or FG Imperii may submit to SEC or send to their respective shareholders regarding the proposed business merger.
This press release does not contain all the information that should be considered regarding the proposed business merger, nor is it intended to serve as a basis for any investment decision or other decisions related to the proposed business merger. Before making any voting or investment decisions, it is strongly recommended that investors and security holders of FG Imperii and tZERO carefully read the registration statements, proxy forms/prospectuses, and all other documents related to the proposed business merger when they become available, as these documents will contain important information regarding tZERO, FG Imperii, the proposed business merger, and related matters.
Investors and security holders can obtain for free through the U.S. Securities and Exchange Commission website www.sec.gov the registration statements, proxy forms/prospectuses, and all other relevant documents submitted by tZERO and FG Imperii to SEC. In addition, documents submitted by FG Imperii can be sent upon written request to FG Imperii at the address: 104 S. Walnut Street, Unit 1A, Itasca, IL 60143; documents submitted by tZERO can be sent upon written request to tZERO at the address: 10 West Broadway, Suite 700, Salt Lake City, UT 84101.
Recruiting Participants
FG Imperii, tZERO and their respective directors, executives, and employees may be regarded as participants in soliciting proxy votes from the shareholders of FG Imperii in the proposed business merger. Information regarding the directors and executives of FG Imperii and their holdings of FG Imperii securities is contained in the documents submitted by FG Imperii to SEC. A list of the directors and executives of tZERO and information related to their interests in the proposed business merger will be provided when the proxy forms/prospectuses are available. For more information regarding the interests of these individuals and others who may be considered participants in the proposed business merger, please refer to the relevant documents after the release of the proxy forms/prospectuses. Before making any voting or investment decisions, investors and security holders should carefully read the proxy forms/prospectuses that will be available at that time. You can obtain these documents for free in the manner mentioned above.
Compulsory requirement:
This press release does not constitute a solicitation for any proxy votes, resolutions, consents, or approvals regarding the proposed business combination in any jurisdiction. It also does not constitute an offer to sell FG Imperii, tZERO, or the securities of the combined company after the completion of the proposed business combination, nor is it a solicitation for offers to purchase such securities. In any state or jurisdiction where such offers, solicitations, or sales would be illegal prior to the completion of the registration or qualification requirements stipulated by securities laws, no such securities sales will be conducted. No securities offers may be made unless through a prospectus that complies with the requirements of the revised Securities Act of 1933 or its exemptions, and otherwise in compliance with applicable laws. The distribution of this press release is subject to legal restrictions; it is not intended for distribution or use in any jurisdiction where its distribution or use would violate local laws or regulations.
