Dune Acquisition Corporation’s Board of Directors Changes Recommendation to AGAINST Business Combination with TradeZero
May 03 2022 - 8:00AM
Dune Acquisition Corporation (Nasdaq: DUNEU, DUNE, DUNEW) (“Dune”),
a special purpose acquisition company, today announced that, after
careful consideration and consultation with its management and
outside legal advisors, its board of directors (the “Board”):
- has unanimously determined that the previously announced
business combination transaction (the “Business Combination”) with
TradeZero Holding Corp. (“TradeZero”) is not advisable or fair to,
or in the best interest of, Dune and its stockholders; and
- unanimously recommends that Dune’s stockholders vote “AGAINST”
the Business Combination when a vote occurs.
Dune continues to work with TradeZero under the terms of Dune’s
Agreement and Plan of Merger with TradeZero and other parties (the
“Merger Agreement”) to finalize Dune’s proxy statement (the “Proxy
Statement”) and will call a special meeting of Dune’s stockholders
to vote on the Business Combination as promptly as
practicable. The Board unanimously determined that the
failure to change its recommendation would reasonably be expected
to constitute a breach of its fiduciary duties to Dune’s
stockholders.
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)
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