TradeZero Holding Corp. entered into an agreement to acquire Dune Acquisition Corporation from Dune Acquisition Holdings Llc and others for approximately $610 million in a reverse merger transaction.

TradeZero Holding Corp. executed the letter of intent to acquire Dune Acquisition Corporation (NasdaqCM:DUNE) from Dune Acquisition Holdings Llc and others in a reverse merger transaction on June 25, 2021. TradeZero Holding Corp. entered into an agreement to acquire Dune Acquisition Corporation from Dune Acquisition Holdings Llc and others for approximately $610 million in a reverse merger transaction on October 12, 2021. Existing TradeZero equity holders, including the management team, will roll 100% of their equity into the combined company and will remain the largest stockholders with approximately 70% of ownership immediately following the business combination (assuming no redemptions by Dune's stockholders). In accordance with the terms and subject to the conditions of the Merger Agreement, at the closing of the transactions contemplated by the merger agreement (i) each issued and outstanding share of common stock of TradeZero will automatically be converted into a number of shares of Class A common stock of New TradeZero (as defined below) equal to an exchange ratio (the “Exchange Ratio”) determined by dividing (A) the quotient of (x) $500,000,000 divided by (y) the number of shares common stock of TradeZero immediately prior to the Closing (including the shares of common stock of TradeZero subject to any restricted stock unit awards of TradeZero) by (B) $10 per share, (ii) all of the outstanding TradeZero restricted stock unit awards will be converted into New TradeZero restricted stock unit awards on the same terms and conditions as the existing awards. Excludes up to additional 9 million earnout shares, subject to vesting. The balance of the consideration to TradeZero's equity holders will consist of equity in the combined company. Cash proceeds of the business combination will fund up to $160 million of cash to TradeZero's balance sheet. The cash components of the transaction will be funded by Dune's cash in trust of $172.5 million (assuming no redemptions). The combined company will be called TradeZero Global Inc. upon the closing of the business combination and is expected to be listed on the New York Stock Exchange under a new ticker symbol, “TRAD”. Combined entity will continue to be Led by Daniel Pipitone, Co-Founder & Chief Executive Officer of TradeZero Holding Corp. Carter Glatt, Chief Executive Officer & Founder of Dune, to Join the TradeZero Board of Directors. TradeZero Members will have the right to nominate members of the board of directors of New TradeZero in the number and subject to the beneficial ownership. Following the Closing, the board of directors will consist of at least seven (7) directors, with the board to be divided into three (3) classes. The transaction is remains subject to approval by Dune's stockholders and customary closing conditions. The board of directors of Dune and TradeZero  has unanimously approved and recommend approval of the Merger Agreement to shareholders.  The Merger Agreement and the transactions contemplated thereby were approved by the TradeZero stockholders following the execution of the Merger Agreement. The transaction is subject to the satisfaction or waiver of certain closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approval by the Financial Industry Regulatory Authority, approval of the Business Combination and related agreements and debt financing arrangements. The transaction is also subject to the listing or receipt of approval for listing of the New TradeZero Common Stock on the NYSE (or, to the extent applicable, Nasdaq); and receipt of TradeZero's audited financial statements which shall not materially deviate from TradeZero's previously delivered unaudited combined financial statements for the same periods. 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. As of May 3, 2022, the Board of Directors of Dune changes recommendation to against the business combination with TradeZero. On June 15 and 16, 2022, Dune consented to requests to reverse the redemptions of an aggregate of 341,087 shares of Dune's Class A common stock.

The business combination is expected to close in the first quarter of 2022. At the Special Meeting, Dune's stockholders approved an amendment to Dune's Amended and Restated Certificate of Incorporation to extend the date by which Dune must complete a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination from June 22, 2022 to December 22, 2023. TradeZero Expects to Generate $114 Million of Revenue and $48 Million of Adjusted Net Income1 in 2022.

PJT Partners, LP acted as financial advisor to Dune Acquisition. Jason Osborn, Kyle Gann, Basil Godellas, Stephen Kong, Angela Rohman Russo and Jon Ammons of Winston & Strawn LLP and Joel L. Rubinstein and Daniel E. Nussen of White & Case LLP acted as legal advisors to Dune Acquisition. Appleby Capital, Inc. acted as financial advisor and Sarah K. Morgan, Benjamin Barron, Michael Telle, David D'Alessandro, Dario Mendoza, Jason McIntosh, John Lynch, Sean Becker, Devika Kornbacher, Christy Mazzola, and Hal Taylor of Vinson & Elkins LLP acted as legal advisors to TradeZero Holding Corp. Cantor Fitzgerald, and Needham & Co. are serving as capital markets advisors to Dune. Dune has engaged, Morrow & Co., LLC, to assist in soliciting proxies for the Special Meeting. Dune has agreed to pay Morrow & Co., LLC a fee of $30,000, plus disbursements. Appleby Capital who acted as TradeZero's financial advisor in connection with the Business Combination, will receive, in the aggregate, up to $7,000,000 in fees in connection with certain financial advisory services provided to Dune and TradeZero, respectively. Mark Zimkind of Continental Stock Transfer & Trust Company acted as a transfer agent to Dune. Dune engaged Marcum LLP to conduct detailed financial due diligence. Dune engaged GrahamThompson Attorneys as legal counsel to conduct legal due diligence. Gibson, Dunn & Crutcher LLP acted as legal counsel to Dune.