Dune Acquisition Corporation (Nasdaq: DUNEU, DUNE, DUNEW) (“Dune”),
a special purpose acquisition company, today announced that, on
April 6, 2022, Dune publicly filed a complaint in Delaware court,
which alleges, among other things, that TradeZero and the other
defendants named therein fraudulently induced Dune to enter into
the Agreement and Plan of Merger among Dune, TradeZero and the
other parties thereto (the “Merger Agreement) and that TradeZero
has materially breached the Merger Agreement. On April 14, 2022,
TradeZero and the other defendants accepted service of the
complaint. TradeZero’s material breach of the Merger Agreement has
and will cause irreparable injury to Dune, and Dune intends to take
all necessary steps to protect Dune and its investors, including by
pursuing remedies through litigation.
Dune is continuing to work with TradeZero under
the terms of the Merger Agreement to finalize the proxy statement
and intends to call a special meeting of Dune’s stockholders to
vote on the business combination with TradeZero (the “Business
Combination”) as promptly as practicable.
If the Business Combination is approved by
Dune’s stockholders, there remains a risk that one or more
conditions to closing in the Merger Agreement will not be
satisfied. Dune reserves its rights to assert that those or other
conditions to closing cannot be satisfied, as well as other rights
under the Merger Agreement.
About Dune Acquisition Corporation
Dune Acquisition Corporation was founded to
effect a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses.
Additional Information and Where to Find
It
Dune filed a preliminary proxy statement
relating to the proposed Business Combination (the “Proxy
Statement”) with the SEC on January 26, 2022. This document does
not contain all the information that should be considered
concerning the proposed Business Combination and is not intended to
form the basis of any investment decision or any other decision in
respect of the Business Combination. Dune’s stockholders,
TradeZero’s stockholders and other interested persons are advised
to read the preliminary Proxy Statement and, when available, the
amendments thereto and the definitive Proxy Statement and other
documents filed in connection with the proposed Business
Combination, as these materials will contain important information
about TradeZero, Dune and the Business Combination. When available,
the definitive Proxy Statement and other relevant materials for the
proposed Business Combination will be mailed to stockholders of
Dune as of a record date to be established for voting on the
proposed Business Combination. Dune stockholders and TradeZero
stockholders are able to obtain copies of the preliminary Proxy
Statement and, once available, copies of the definitive Proxy
Statement and other documents filed with the SEC, without charge,
at the SEC’s website at www.sec.gov, or by directing a request to
Dune’s secretary at 700 S. Rosemary Avenue, Suite 204, West Palm
Beach, FL 33401, (917) 742-1904.
Participants in Solicitation
Dune and its directors and executive officers
may be deemed participants in the solicitation of proxies from
Dune’s stockholders with respect to the proposed Business
Combination. A list of the names of those directors and executive
officers and a description of their interests in Dune is contained
in the Proxy Statement for the proposed Business Combination.
TradeZero and its directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from Dune’s stockholders with respect to the proposed
Business Combination. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed Business Combination are included in the Proxy Statement
for the proposed Business Combination.
Forward-Looking Statements Legend
All statements contained in this Current Report
on Form 8-K other than statements of historical facts, contains
certain forward-looking statements that are forward-looking
statements. Forward-looking statements may be identified by the use
of words such as “estimate,” “plan,” “project,” “forecast,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,”
“target,” “continue,” “may” or other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words
does not mean a statement is not forward looking. Indications of,
and guidance or outlook on, future earnings, dividends or financial
position or performance are also forward looking statements.
These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially, and potentially adversely, from those
expressed or implied in the forward-looking statements.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Most of these factors are outside Dune’s and
TradeZero’s control and are difficult to predict. Factors that may
cause such differences include, but are not limited to: (i) the
occurrence of any event, change, or other circumstances that could
give rise to the termination of the Merger Agreement; (ii) the
outcome of any legal proceedings that may be instituted against
Dune and TradeZero following the announcement of the Merger
Agreement and the transactions contemplated therein; (iii) the
inability to complete the proposed Business Combination, including
due to failure to obtain approval of the stockholders of Dune,
certain regulatory approvals, or the satisfaction of other
conditions to closing in the Merger Agreement; (iv) the occurrence
of any event, change, or other circumstance that could give rise to
the termination of the Merger Agreement or could otherwise cause
the transaction to fail to close; (v) the impact of the COVID-19
pandemic on TradeZero’s business and/or the ability of the parties
to complete the proposed Business Combination; (vi) the inability
to maintain the listing of Dune’s shares on the Nasdaq Stock Market
following the proposed Business Combination; (vii) the risk that
the proposed Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the
proposed Business Combination; (viii) the ability to recognize the
anticipated benefits of the proposed Business Combination, which
may be affected by, among other things, competition, the ability of
TradeZero to grow and manage growth profitably, and retain its key
employees; (ix) costs related to the proposed Business Combination;
(x) changes in applicable laws or regulations; and (xi) the
possibility that TradeZero or Dune may be adversely affected by
other economic, business, and/or competitive factors. The foregoing
list of factors is not exclusive. Additional information concerning
certain of these and other risk factors is contained in Dune’s most
recent filings with the SEC, including the Proxy Statement and
Dune’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained herein. All
subsequent written and oral forward-looking statements concerning
Dune or TradeZero, the transactions described herein or other
matters attributable to Dune, TradeZero or any person acting on
their behalf are expressly qualified in their entirety by the
cautionary statements above. Readers are cautioned not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. Each of Dune or TradeZero expressly
disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in their expectations with respect
thereto or any change in events, conditions, or circumstances on
which any statement is based, except as required by
law. Contacts
Investor RelationsDune Acquisition
Corporationir@duneacq.com(917) 742-1904
Dune Acquisition (NASDAQ:DUNE)
Historical Stock Chart
From Sep 2024 to Oct 2024
Dune Acquisition (NASDAQ:DUNE)
Historical Stock Chart
From Oct 2023 to Oct 2024