Item 1.01. Entry into a Material Definitive Agreement.
On December 28, 2022, Dune Acquisition Corporation, a Delaware corporation
("Dune"), Dune Merger Sub, Inc., a Delaware corporation and a direct
wholly-owned subsidiary of Dune ("Merger Sub"), Dune Merger Sub II, LLC, a
Delaware limited liability company and direct, wholly-owned subsidiary of Dune
("Merger Sub II"), Dune Acquisition Holdings LLC ("Sponsor" and, together with
Dune, Merger Sub and Merger Sub II, "Plaintiffs") entered into a Settlement
Agreement and Release (the "Settlement Agreement") with TradeZero Holding Corp.,
a Delaware corporation ("TradeZero"), Daniel Pipitone, Giovanni Ferrari, John
Muscatella, Joshua Choi, Andrew Koslow, John Caruso, and Kosta Corriveau
(together with TradeZero, "Defendants") (each Plaintiff and Defendant
individually, a "Party" and collectively, the "Parties"), pursuant to which
(i) Dune and TradeZero mutually agreed to terminate the Agreement and Plan of
Merger, by and among Dune, Merger Sub, Merger Sub II and TradeZero, dated as of
October 12, 2021, as amended by that certain First Amendment to the Agreement
and Plan of Merger, dated as of January 26, 2022 (as amended, the "Merger
Agreement") and (ii) the Parties agreed to a mutual release of all claims
related to the Merger Agreement, the transactions contemplated thereby, and the
lawsuit filed by the Plaintiffs against Defendants in the Delaware Court of
Chancery, in each case effective upon receipt in full of the Settlement
Consideration (as defined below) by the Plaintiffs.
By virtue of the termination of the Merger Agreement, the Transaction Agreements
(as defined in the Merger Agreement) will terminate in accordance with their
terms. Following the termination of the Merger Agreement, Dune intends to seek
an alternative business combination and per its extended liquidation date
approved by Dune's stockholders on June 14, 2022, Dune has until December 22,
2023 to consummate its initial business combination.
Pursuant to the Settlement Agreement, the Defendants will pay and/or cause to be
paid by their insurers $5,000,000.00 to the Plaintiffs within 15 business days
of the date of the Settlement Agreement. The Settlement Agreement contains
mutual releases by all Parties, for all claims known and unknown, relating and
arising out of, among other things, the Merger Agreement and the transactions
contemplated thereby. The Settlement Agreement acknowledges that the Parties
admit no liability or wrongdoing whatsoever. The Settlement Agreement also
contains a covenant not to sue and other customary terms.
The foregoing description of the Settlement Agreement does not purport to be
complete and is qualified in its entirety by reference to the text of the
Settlement Agreement, a copy of which is filed herewith and incorporated by
reference herein and made a part hereof.
Item 1.02. Termination of a Material Definitive Agreement.
The information contained in Item 1.01 of this Current Report on Form 8-K with
respect to the termination of the Merger Agreement and the other Transaction
Agreements is incorporated by reference herein and made a part hereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Settlement Agreement and Release, dated as of December 28, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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