FG Imperii Acquisition enters merger with tZERO

Item 1.01. Entry into a Material Definitive

Agreement.

Merger Agreement

On October 31, 2026, (i) FG¹

Imperii Acquisition Corp., a Cayman Islands exempted company limited by shares¹, with registration number 425824 (which shall transfer by way of continuation out of the Cayman Islands and domesticate as a Texas corporation prior to the Closing) (the " Purchaser " or " FG Imperii "), (ii) FGII Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser

(" Merger Sub I "), (iii) FGII Merger Sub II LLC, a Texas limited liability company and a wholly-owned subsidiary of the Purchaser (" Merger Sub II ") and (iv) tZERO Group, Inc., a Delaware corporation (the " Company " or " tZERO ") entered into an Agreement and Plan of Merger¹ (the " Merger Agreement ").

The Purchaser, Merger Sub I, Merger Sub II and the Company are sometimes referred to herein individually as a " Party " and, collectively, as the " Parties ." The transactions contemplated by the Merger Agreement are referred to herein as the " Business Combination " or the " Transactions ." Capitalized terms used but not defined herein have the meanings given to them in the Merger Agreement.

The Merger Agreement provides for a two-step merger transaction (the " Mergers "), preceded by the Continuation (as defined below). First, at least one (1) Business Day prior to the First Effective Time, and subject to receipt of the Required Purchaser Shareholder Approval, the Purchaser intends to effect a continuation, whereby the Purchaser shall de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Texas so as to migrate and domesticate as a Texas corporation (the " Continuation ") in accordance with the applicable provisions of the Texas Business Organizations

Code (" BOC ") and Part 12 of the Companies Act (As Revised) of the Cayman Islands (the " Companies

Act ").

Second, at least one (1) Business

Day afte

Item 7.01 Regulation FD Disclosure.

On November 2, 2026, the Company²

and FG Imperii issued a press release² (the " Press Release ") announcing the Transactions.³ The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation, dated October 2026.²

The information in this Item 7.01, including Exhibits 99.1 and 99.2 are furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange⁴

Act⁴, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current

Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibits 99.1 and 99.2.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form

8-K (this " 8-K ") includes "forward-looking statements". All statements contained in this 8-K that do not relate to matters of historical fact should be considered forward-looking. These forward-looking statements generally are identified by words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would," "strategy," "outlook," the negative of these words or other similar expressions, but 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 tZERO's and FG Imperii's expectations concerning the outlook for tZERO's business, financial performance, business strategy, technology, research and development, regulatory approvals, potential market opportunity, anticipated trends in tZERO's business, timing a