DUNE ACQUISITION CORP: Regulatory FD Disclosure, Financial Statements and Exhibits (Form 8-K)
Section 7.01 Disclosure of FD Rules.
As stated earlier, on
company and a direct wholly owned subsidiary of Dune,
Attached as Exhibit 99.1 is a press release dated
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
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.
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
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). 3
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