FG Imperii Acquisition Corp.

proxy statement of FG Imperii and a preliminary prospectus relating to the securities to be issued in connection with the proposed business combination (th e “Proxy Statement/Prospectus”). After the Registration Statement is declared effective, FG Imperii plans to mail a definitive Proxy Statement/Prospectus to its shareholders as of a record date to be established for voting on t he proposed business combination. FG Imperii will also file other documents regarding the proposed business combination with the SEC. This presentation is not a substitute for the Registration Statement, the Proxy Statement/Prospectu s o r any other document that tZERO or FG Imperii may file with the SEC or send to their respective shareholders in connection with the proposed business combination. This presentation does not contain all of the information that should be considered concerning the proposed business combinat ion and is not intended to form the basis of any investment decision or any other decision in respect of the proposed business combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITYHOLDERS OF FG IMPERII AND TZERO ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSIN ESS COMBINATION CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TZERO, FG IMPERII, THE PROPOSED BUSINESS COMBINATION AND RELATED MATTER S. INVESTORS AND SECURITYHOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPE CTU S AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY TZERO AND FG IMPERII THROUGH THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. IN ADDITION, THE DOCUMENTS FILED BY FG IMPE RII MAY BE OBTAINED BY WRITTEN REQUEST TO FG IMPERII AT FG IMPERII AT 104 S. WALNUT STREET, UNIT 1A ITASCA, IL 60143, AND THE DOCUMENTS FILED BY TZERO MAY BE OBTAINED BY WRITTEN REQUEST TO TZE RO AT 10 WEST BROADWAY, SUITE 700, SALT LAKE CITY, UT 84101. Participants in the Solicitation FG Imperii , tZERO and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitat io n of proxies from FG Imperii’s shareholders in connection with the proposed business combination. INFORMATION ABOUT FG IMPERII’S DIRECTORS AND EXECUTIVE OFFICERS AND THEIR OWNERSHIP OF FG IMPERII’S SECURITIES IS SET FORTH I N F G IMPERII’S FILINGS WITH THE SEC. A LIST OF THE NAMES OF TZERO’S DIRECTORS AND EXECUTIVE OFFICERS AND INFORMATION REGARDING THEIR INTERESTS IN THE PROPOSED BUSINESS COMBINATION WILL BE INCLU DED IN THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF THOSE PERSONS AND OTHER PERSONS WHO MAY BE DEEMED PARTICIPANTS I N T HE PROPOSED BUSINESS COMBINATION MAY BE OBTAINED BY READING THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED BUSINESS COMBINATION WHEN AVAILABLE. Investors and securityhold ers should read the Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents as described above. No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitat ion of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or s al e would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communicati on is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by me ans of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY N OR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINA L O FFENSE. No Incorporation by Reference The information contained in the third - party citations and websites referenced in this communication is not incorporated by refe rence into this communication. Trademarks The trademarks included herein are the property of the owners thereof and are used for reference purposes only. Such use shou ld not be construed as an endorsement of the platform and solutions of tZERO . Market and Industry Data This Presentation includes information concerning economic conditions, the Company’s industry, the Company’s markets and the Com pany’s competitive position that is based on a variety of sources, including information from independent industry analysts and publications, as well as the tZERO’s own estimates and research. tZERO’s estimates are derived from publicly available information released by third party sources, as well as data from its internal re search, and are based on such data and the Company’s knowledge of its industry, which the Company believes to be reasonable. Any independent industry pub lications used in this Presentation were not prepared on the Company’s behalf. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. The Company has not independe ntl y verified the accuracy or completeness of the data contained in these industry publications and other publicly available information. Accordingly, we make no representations as to the accuracy or completeness of that data nor do we unde rta ke to update such data after the date of this Presentation.

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 variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause the Company's actual results to diffe r m aterially from those projected for 2026 and 2027. In particular, 2027E revenue assumes 2 institutional CFTC partners with over $6 billion in expected monthly notional volume, 34 new tokenization projects through institutional bank partnerships, 3 brokerage as infrastructure clients for tokenized securities markets and 20 correspondent clearing relationships. However, the market for tokenized equities is nascent and the ref ore subject to significant uncertainties, including the appeal of this product to issuers, investors and intermediaries, as well as uncertainties around the functionality of this product and how markets in this product will interact with the existin g n ational market system for public equities. For all these reasons, there can be no assurance that the 2026E and 2027E metrics presented herein will be indicative of the Com pany's future business performance, or that actual results will not differ materially from the 2026E and 2027E metrics presented herein. Inclusion of the 2026E and 2027E metrics should not be regarded as a representation by the Company or any other person that these results will be achieved, and therefore potential investors and business partners should not place undue reliance on such metrics Non - GAAP Metrics tZERO generally reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, m an agement believes that the evaluation of its ongoing operating results may be enhanced by a presentation of EBITDA, which is a non - GAAP financial measure. EBITDA represents net income or net loss before depreciation and amortization, in terest expense and income taxes. tZERO believes that the use of EBITDA provides an additional meaningful method of evaluating certain aspects of its operating performance from period to period on a basis that may not be otherwise app arent under GAAP when used in addition to, and not in lieu of, GAAP measures. A reconciliation of EBITDA to net income is included on Slide 16. Risk Factor Summary All references to “we,” “us” or “our” refer to the Company prior to the consummation of the proposed business combination wit h a special purpose acquisition company. The risks described below are a non - exhaustive list of the key risks related to the Company and the factors that would cause actual results to differ from the intentions and assumptions described in this p res entation. This list has been prepared solely for potential investors in the proposed private placement and not for any other purpose. You should carefully consider these risks and uncertainties, carry out your own due diligence, and consult wit h y our own financial and legal advisors concerning the risks and suitability of an investment in the proposed private placement before making an investment decision. The list below is qualified in its entirety by disclosures contained in futur e d ocuments filed or furnished with the SEC in respect of the proposed transactions. The risks presented in such filings would include risks associated with the post - transaction operation of the Company and the risks associated with the proposed tra nsactions, and these risks may differ significantly from, and will be more extensive than, those risks presented below. The Company may be subject to the following factors, many of which are outside of Company’s control: Risks Related to Our Business • We operate in a developing industry, making it difficult to evaluate our ability to generate revenue through operations. Our pro fitability depends on our ability to attract, maintain, and grow our customer base. • There is no guarantee we will ever be able to actualize our multi - asset platform strategy, develop solutions for public securiti es, grow our primary issuance platform or ATS secondary trading market so that they are sustainable or profitable, receive licenses necessary to operate a profitable derivatives business, or utilize blockchain technology for securities trad ing on our ATS. • We or our subsidiaries may face substantial competition from known and unknown competitors, as well as the risk that one or m ore competitors may obtain patents covering technology critical to our operations or become broker - dealers permitted to take possession of digital asset securities, creating competition for tZERO Digital. • tZERO Securities derives revenue from its primary capital raising and secondary trading services making it, and by extension us, vu ln erable to changes in its customers' business and financial condition. • tZERO Securities and tZERO Digital are registered broker - dealers subject to extensive regulation. • Real or perceived errors, failures, bugs, or defects in our products and services could adversely affect our reputation and h arm our business. • We, our technology, or third parties with whom we do business may be the subject of cyber - attacks, which may result in security breaches and the loss or theft of assets, which could expose us to liability and reputational harm, curtail the use of our services or technology, and/or result in claims against us. • Our core technology has been and will be developed by our key technology employees and vendors, and the operation and further de velopment of this core technology depend on the continued availability of those key employees and vendors. • Strategic transactions we have engaged in and may engage in could disrupt our business, divert our management's attention, or ha rm our business and may not achieve the benefits we anticipate. • Our financial services businesses rely on third parties and their systems for a variety of services. Any loss of, or failure to perform, these services adequately could have a material adverse effect on us.

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 - to - peer tokenized securities, and assets enhanced by blockchain technologies would have a material adverse effect on our business. Tokenized se cur ity price volatility could damage market confidence in blockchain technology and harm our business. • The tokenized securities market in which we compete is subject to rapid innovation, and changes or innovations in the tokeniz ed securities market may occur while we continue to develop our businesses, which could render aspects of our business model and developed technology obsolete. Risks Related to Regulation • New laws, regulations, or policies, as well as the application of existing legal and regulatory regimes, may materially adver sel y affect our business, and compliance may be complex and costly. Risks Related to Our Financial Condition • We have a history of significant losses and have only generated limited revenue from blockchain - based applications. If we do not achieve profitability from operations, our ability to continue in business will depend on our ability to raise additional capital, obtain financing or monetize significant assets, and we may be unable to do so. Risks Related to Intellectual Property • Any failure to obtain, maintain, protect, or enforce our intellectual property and proprietary rights could impair our abilit y t o protect our proprietary technology and our brand. The development and operation of our business will likely require additional technology and intellectual property rights, which may not provide sufficient protection. • Our proprietary technology protected by our patent portfolio is not currently for sale, has not generated any revenue, and ma y n ever generate revenue or become profitable. Our patent applications may not be approved or may be limited in scope. Risks Related to Being a Public Company • We have not operated as a U.S. public reporting company and may not be able to adequately establish the required governance, com pliance, risk management, and control infrastructure and culture. • If we fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financ ial condition or results of operations or prevent fraud. Risks Related to an Investment in our Common Stock • An active trading market for our common stock may never develop or be sustained. • The market price of our common stock may be volatile or may decline steeply or suddenly regardless of our operating performan ce, and we may not be able to meet investor or analyst expectations. You may not be able to resell your shares at or above the price per share in the proposed private placement and may lose all or part of your investment. • If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research abou t u s, our business, or our market, or if such analysts change their recommendations regarding our common stock adversely, the trading price or trading volume of our common stock could decline. • Future sales of shares by our existing stockholders could cause our stock price to decline. • We have broad discretion in how we use the net proceeds from the proposed transactions, and we may not use them effectively. • We qualify as an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exempt ion s available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. • We have not paid and do not intend to pay cash dividends for the foreseeable future. • The issuance by us of additional shares of any class of common stock or convertible securities may dilute your ownership and cou ld adversely affect our stock price. • State law and certain provisions of our charter and bylaws that will be in effect at the completion of the proposed transacti ons could make a merger, tender offer, or proxy contest difficult, thereby adversely affecting the market price of our common stock. • Our charter and bylaws will contain exclusive forum provisions for certain claims, which could limit our stockholders’ abilit y t o obtain a favorable judicial forum for disputes with us or any of our directors, officers, other employees, or stockholders. • As a result of becoming a public company, we will be required to develop and maintain proper and effective internal controls ove r financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock. • Operating as a public company will require us to incur significant costs and requires substantial management attention. In ad dit ion, key members of our management team have limited or no experience managing a public company. Risks Related to Certain Tax Matters • Changes in tax laws, policies and reporting obligations could adversely impact our business.

www.tzero.com 28 Thank you www.tzero.com