DUNE ACQUISITION CORP: Regulatory FD Disclosure, Financial Statements and Exhibits (Form 8-K)

Section 7.01 Disclosure of FD Rules.

As stated earlier, on October 12, 2021, Dune Acquisition Companya
Delaware company (“Dune”), has entered into an agreement and plan of merger (the “Merger Agreement”), by and between Dune, Dune Fusion Sub, Inc.a Delaware
company and a direct wholly owned subsidiary of Dune, Dune Fusion Sub II, LLCa Delaware limited liability company and direct wholly owned subsidiary of Dune, and TradeZero Holding Corp.a Delaware company (“TradeZero”).

Attached as Exhibit 99.1 is a press release dated February 22, 2022 (the “Press Release”), issued by TradeZero in connection with the admission of TradeZero’s Canadian subsidiary, TradeZero Securities Canada ULC, as a Dealer Member of the Investment Industry Regulatory Organization of Canada and receive approval to offer stock and options trading on we retail markets Canada. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Section 7.01, including Exhibit 99.1, is furnished and not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act “), or otherwise subject to liability under this section, and shall not be deemed to be incorporated by reference in any documents filed by Dune under the Securities Act or the Exchange Act, regardless of the general language of incorporation into these documents. This current report on Form 8-K shall not be deemed an admission as to the materiality of any information contained in this Section 7.01, including Exhibit 99.1.

Additional information and where to find it

The proposed business combination with TradeZero (the “Business Combination”) will be subject to the consideration of Dune shareholders. Dune has filed a preliminary proxy statement (the “Proxy Circular”) with the SECOND to January 26, 2022. This document does not contain all the information that should be taken into account regarding the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision relating to the Business Combination. . Dune shareholders, TradeZero shareholders and other interested persons are advised to read the preliminary proxy statement and, if any, amendments thereto, together with the definitive proxy statement and other documents. filed in connection with the proposed business combination, as these documents 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 Dune shareholders on a record date to be determined to vote on the business combination. propose. Dune shareholders and TradeZero shareholders may obtain copies of the preliminary proxy statement and, when available, copies of the final proxy statement and other materials filed with the SECONDfree of charge, at DRY website at www.sec.gov, or by making a request to the Secretary of Dune at 700 S. Rosemary Avenueoffice 204, West Palm Beach, Florida
33401, (917) 742-1904.

Participants in the solicitation

Dune and its directors and officers may be considered participants in the solicitation of proxies from Dune stockholders regarding the proposed business combination. A list of the names of such directors and officers and a description of their interests in Dune are contained in the proxy statement for the proposed business combination.

TradeZero and its directors and officers may also be considered participants in the solicitation of proxies from Dune shareholders regarding the proposed business combination. A list of the names of such directors and officers and information regarding their interests in the proposed business combination are included in the proxy statement relating to the proposed business combination.


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Legend for forward-looking statements

All statements contained in this current report on Form 8-K, other than statements of historical facts, contain certain forward-looking statements that are forward-looking statements. Forward-looking statements can be identified by the use of words such as “estimate”, “plan”, “project”, “anticipate”, “intend”, “will”, “expect”, ” anticipate”, “believe”, “seek”, “target”, “continue”, “may” or other similar expressions which predict or indicate future events or trends or which are not statements of historical matters, but the absence of these words does not mean that a statement is not prominent looking. Indications and advice or outlook regarding future earnings, dividends or financial condition or performance are also forward-looking statements.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially, and potentially adversely, from those expressed or implied by 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, therefore, are subject to risks and uncertainties. Most of these factors are beyond Dune and TradeZero’s control and are difficult to predict. Factors that could cause such differences include, but are not limited to: (i) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (ii) the outcome of any legal proceedings that may be brought 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 the failure to obtain Dune shareholder approval, certain regulatory approvals or the satisfaction of other closing conditions in the merger; (iv) the occurrence of any event, change or other circumstance which could give rise to the termination of the Merger Agreement or which could otherwise cause the failure of the transaction; (v) the impact of the COVID-19 pandemic on TradeZero’s business and/or the parties’ ability to complete the proposed business combination; (vi) the inability to maintain the listing of Dune’s shares on the Nasdaq Stock Exchange following the Business Combination project; (vii) the risk that the proposed Business Combination will disrupt ongoing plans and operations following the announcement and completion 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, TradeZero’s ability to grow and manage growth profitably, and to 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 above list of factors is not exclusive. Additional information regarding some of these and other risk factors is contained in Dune’s most recent filings with the SECONDincluding Dune’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020. 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 regarding Dune or TradeZero, the transactions described herein, or other matters attributable to Dune, TradeZero or anyone acting on their behalf are expressly qualified in their entirety by the cautionary statements herein. above. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. Dune or TradeZero expressly disclaims any obligation or undertaking to publicly release 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 about which any statement is valid, except where required by law.


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Section 9.01. Financial statements and supporting documents.



(d) Exhibits.



Exhibit No.   Description
99.1            Press Release, dated February 22, 2022  .
104           Cover Page Interactive Data File (embedded within the Inline XBRL document).






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