Fg Imperii Acquisition Corp. · NASDAQ:FGII
Fg Imperii Acquisition — SPAC Merger (November 2026)
28 slides from Fg Imperii Acquisition's SPAC merger presentation, Nov 2, 2026
Slide 1: Wall Street, Tokenized
www.tzero.com 1 Wall Street, Tokenized October 2026 www.tzero.com
Slide 2: Important informational notice
www.tzero.com 2 This presentation is provided for informational purposes only and has been prepared to assist interested parties in making th eir own evaluation with respect to a proposed business combination (the “proposed business combination”) between tZERO Group, Inc. (“ tZERO ” or the “Company”
Slide 3: tZERO Management Team
www.tzero.com 3 tZERO Management Team Alan Konevsky CEO & Chairman of Board Alan Swimmer EVP, Chief Strategic Relationships Officer Vanessa Savino EVP, Chief Legal and Administrative Officer & Board Secretary James Knight EVP, Chief Financial Officer Evangelos Tzoulafis EVP, Head of Project Executio
Slide 4: FG Imperii Management Team
www.tzero.com 4 FG Imperii Management Team Larry Swets, CFA Chief Executive Officer Tony Scuderi President Kyle Cerminara, CFA Senior Advisor Select Prior Experience
Slide 5: Investment Highlights
www.tzero.com 5 Investment Highlights x Already built infrastructure, in the market, and being commercialized x Meaningful additional embedded optionality, particularly CFTC stack and patent portfolio x Modest capital needs and attractive pricing relative to existing public comparables x Triple - di
Slide 6: Introduction To Tokenization
www.tzero.com 6 Introduction To Tokenization The Financial System Is Being Rewired. Capital markets are shifting from fragmented, multi - day settlement rails to programmable, real - time cross - border and cross - asset infrastructure optimized for machine - to - machine economy. $18.9 Trillion Pro
Slide 7: tZERO's Infrastructure Verticals
www.tzero.com 7 Securities SEC - registered and FINRA - member broker - dealer infrastructure, an Alternative Trading System operated pursuant to Regulation ATS, SEC - registered transfer agent services, and custody infrastructure for tokenized and traditional securities. Derivatives CFTC - register
Slide 8: Our Advantage: True Moat
www.tzero.com 8 Our Advantage True Moat. Years in the Making. Fully Operational. End - to - End Stack Across Asset Types Issuance → trading → settlement → custody → transfer agent – all regulated, all in one platform. Designed to minimize fragmented third - party dependencies. Platform, Protocol and
Slide 9: Comprehensive Regulatory Stack
www.tzero.com 9 Comprehensive Regulatory Stack Broker - Dealer (1) SEC - Registered Broker - Dealer ➢ Primary issuance & secondary trading ➢ White - label platform for partners ➢ Investment banking & correspondent clearing ➢ Self - hosted wallet compatibility ATS SEC - Regulated Alternative Trading
Slide 10: Who We Serve
www.tzero.com 10 Who We Serve The Right Infrastructure for Institutional Market Participants Customer Type Primary Need Core Products Engagement Model Banks & Trust Companies Custody architecture, settlement modernization, collateral mobility Custody, LYNQ Settlement, Transfer Agent, White Label Str
Slide 11: Our Customers & Partners
www.tzero.com 11 Our Customers & Partners Top 5 Active Independent Asset Manager by AUM Top 10 Largest U.S. Bank by Total Assets
Slide 12: Selected Current Pipeline
www.tzero.com 12 Selected Current Pipeline (1) x Collaboration with NYSE regarding tokenized public equities (1) Pipeline shown as of 10/1/2026. Opportunities are at various stages of development, and there can be no assurance that any op por tunity will result in a definitive agreement, completed t
Slide 13: Market Growth Opportunity
www.tzero.com 13 Market Growth Opportunity Revenue Model and Growth Trajectory Fixed and recurring fees plus transaction - based revenue earned across tZERO's regulated venues. 2025A actual. 2026E is 1H 2026 actual plus 2H 2026 forecast, shown blended. Through August 2026, revenue was $1.16M year to
Slide 14: Transaction Summary and Pro Forma Valuation
www.tzero.com 14 52.0% 36.4% 9.9% 1.7% Existing tZERO Shareholders FGII Public Shareholders FGII Sponsor Convertible Note Investors Transaction Summary Illustrative Pro - Forma Valuation (1,2) $ in m except per share amounts $10.00 Transaction Price per Share 62.5 Pro - Forma Shares Outstanding $625
Slide 15: Appendix
www.tzero.com 15 Appendix www.tzero.com
Slide 16: Financial Summary and Non-GAAP Reconciliation
www.tzero.com 16 Financial Summary and Non - GAAP Reconciliation Annual and Quarterly Revenue and EBITDA EBITDA, a non - GAAP measure, is net income / (loss) before depreciation and amortization, net other (income) / expense and income taxes. Fiscal Year Ended December 31, 2027E (2)(3) 2026E (2) 202
Slide 17: Proven Scale
www.tzero.com 17 Proven Scale 10+ Years Building the Hardest Parts of Digital Asset Markets 3+3 3 SEC Registrations + 1 CFTC Registration and 2 CFTC Applications 16+ Supported Blockchains 103 US & Foreign Patents & Applications ~130K Verified Investors (retail + institutional) $1.7B+ Securities Tran
Slide 18: Two Forces & Three Enablers Reshaping Capital Markets
www.tzero.com 18 Two Forces & Three Enablers are Reshaping Capital Markets AI and DeFi are the engines of the next financial system. Regulation, multi - asset composability, and cross - border rails are the conditions that let them scale. Dominant Force #1 Agentic AI AI agents likely will transact o
Slide 19: Infrastructure For The Full Asset Life Cycle
www.tzero.com 19 Infrastructure For The Full Asset Life Cycle Tokenization & Issuance • Smart contract workflows • Compliance - enabled minting • Regulated onboarding & KYC/AML screening • Cap table management • 16+ blockchains supported Trading & Liquidity (1) • Central limit order book • Controlle
Slide 20: Built to Integrate with Existing Platforms
www.tzero.com 20 Built to Integrate with Existing Platforms tZERO operates as regulated connective tissue infrastructure . Customers and partners get a superior experience while maintaining full control. API Integration (tZERO Connect) • Direct API access to ATS trading • Primary issuance workflows
Slide 21: IP Patent Portfolio
www.tzero.com 21 W=(523DWHQW3RUWIROLR IP That Powers the Tokenized Securities Lifecycle 23 Patent Families 103 US & Foreign Patents and Applications A pioneering blockchain patent portfolio developed since 2014 to protect tZERO's infrastructure today and to license as a fou nda tional standard for t
Slide 22: Multi-Chain & DeFi Infrastructure
www.tzero.com 22 Multi - Chain & DeFi Infrastructure Chain - Agnostic by Design. ,VVXHUVFKRRVHWKHEORFNFKDLQWKDWILWVWKHLUVWUDWHJ\W=(52GHSOR\VLWVVWDQGDUGVPDUWFRQWUDFWVRUVXSSRUWVFXVWRP FRQILJXUDWLRQV ² DFURVVDJURZLQJOLVWRI SXEOLFDQGSHUPLVVLRQHGFKDLQV Ethereum Polygon Avalanche Solana Stellar XRP Ledger
Slide 23: Disclosures and Risk Factors
www.tzero.com 23 'LVFORVXUHVDQG5LVN)DFWRUV www.tzero.com
Slide 24: Cautionary Note Regarding Projections and Forward-Looking Statements
www.tzero.com 24 Cautionary Note Regarding Projections and Other Forward - Looking Statements This presentation includes “forward - looking statements.” All statements contained in this presentation that do not relate to mat ters of historical fact should be considered forward - looking. These forwa
Slide 25: Disclaimers and Other Important Information
www.tzero.com 25 Disclaimers and Other Important Information Risk Factors For a description of certain risks relating to tZERO , including its business and operations, and the proposed transactions, we refer you to “Risk Factors” at the end of this pre sen tation. Additional Information and Where to
Slide 26: Risk Factors: Key Assumptions Relating to 2026E and 2027E Metrics
www.tzero.com 26 5LVN)DFWRUV Key Assumptions Relating to 2026E and 2027E Metrics The estimates and assumptions that underlie the Company's 2026E and 2027E metrics are inherently uncertain and, while conside red reasonable by management as of the date of this presentation, are subject to a wide varie
Slide 27: Risk Factors (Cont'd)
www.tzero.com 27 Risk Factors (Cont’d) Risks Related to Our Industry • The further development and acceptance of blockchain technologies are subject to a variety of factors that are difficult to e val uate. The slowing or stopping of the development or acceptance of blockchain technologies, peer - t
Slide 28: Thank you
www.tzero.com 28 Thank you www.tzero.com