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tZERO SPAC Merger Wins Backing From Largest Shareholder Neighborhood Intelligence

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Neighborhood Intelligence, Inc. (Nasdaq: NXH) has agreed to support the proposed business combination between digital-asset infrastructure company tZERO Group, Inc. and special purpose acquisition company FG Imperii Acquisition Corp. (Nasdaq: FGII). The Nashville-based company holds roughly 38% of tZERO through direct and indirect interests and has committed to vote its shares in favour of the deal.

The stockholder support agreement and the merger agreement were both dated October 31, 2026. The merger agreement involves tZERO, FG Imperii and two wholly owned FG Imperii subsidiaries, FGII Merger Sub I Inc. and FGII Merger Sub II LLC.

Under the terms announced, tZERO is valued at $350 million on a pre-money equity basis, a figure that includes $25 million tied to the achievement of specified milestones. Existing tZERO shareholders, Neighborhood Intelligence among them, are expected to roll all of their equity into the combined company. Once the deal closes, the combined business is expected to list on NYSE American under the ticker TZRO.

“We believe this transaction represents an important next step for tZERO and its future growth,” said Marcus Lemonis, Executive Chairman and CEO of Neighborhood Intelligence, adding that the company looks forward to supporting tZERO as it develops its business.

Completion is targeted for early 2027. The transaction still requires approval from shareholders of both tZERO and FG Imperii, applicable regulatory approvals, an effective registration statement on Form S-4 to be filed by FG Imperii with the U.S. Securities and Exchange Commission, and approval of the listing on NYSE American.

Neighborhood Intelligence, formerly Bed Bath & Beyond, Inc., describes itself as a data and technology company focused on omni-channel retail, home services and home ownership. Its portfolio includes Bed Bath & Beyond, Overstock, buybuy BABY, Kirkland’s, The Container Store, Elfa and Closet Works.

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