Item 7.01 Regulation FD Disclosure.
As previously disclosed, on
Attached as Exhibit 99.1 is a press release, dated
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Dune under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.
Additional Information and Where to Find It
Certain transactions contemplated by the Merger Agreement (the "Business
Combination") will be submitted to Dune's stockholders for their consideration.
Dune intends to file a proxy statement (the "Proxy Statement") that will be sent
to all holders of Dune's common stock as of the record date set forth in the
Proxy Statement in connection with the Business Combination. 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, when available, the preliminary Proxy Statement and
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 will also be
able to obtain copies of the preliminary Proxy Statement, the definitive Proxy
Statement and other documents filed with the
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 Dune's
Annual Report on Form 10-K/A for the fiscal year ended
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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 will be included in the Proxy Statement for the proposed Business Combination when available.
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
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedNovember 9, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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