PRER14A 1 prer14a2022_duneacqu.htm PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant

 

Filed by a Party other than the Registrant

 

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

DUNE ACQUISITION CORPORATION
(Name of Registrant as Specified In Its Charter)

_____________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

No fee required

 

Fee paid previously with preliminary materials.

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11

 

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PRELIMINARY — SUBJECT TO COMPLETION DATED MAY 27, 2022

DUNE ACQUISITION CORPORATION
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401

Dear Stockholders of Dune Acquisition Corporation:

You are cordially invited to attend the special meeting in lieu of the 2022 annual meeting of the stockholders (the “Special Meeting”) of Dune Acquisition Corporation (“we,” “us,” “our”, “Dune” or the “Company”) to be held on           , 2022 at           , New York City time at https://www.cstproxy.com/duneacq/2022. In light of ongoing developments related to coronavirus (COVID-19), after careful consideration, the Company has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend and vote at the Special Meeting online by visiting https://www.cstproxy.com/duneacq/2022 and using a control number assigned by Continental Stock Transfer & Trust Company (“Continental”). To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the proxy statement.

On October 12, 2021, our board of directors (the “Dune Board”, the “Board” or our “Board”) unanimously approved an Agreement and Plan of Merger, dated October 12, 2021, by and among Dune, Dune Merger Sub, Inc., a Delaware corporation and 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”), and TradeZero Holding Corp., a Delaware corporation (“TradeZero”) (as amended on January 26, 2022 and as it may be further amended and/or restated from time to time, the “Merger Agreement”). If the Merger Agreement is adopted by Dune’s stockholders and the transactions thereunder are consummated, Merger Sub will merge with and into TradeZero, with TradeZero surviving the merger as a direct, wholly-owned subsidiary of Dune (such merger, the “First Merger”, and such transaction, the “Business Combination”). Although TradeZero has the option to consummate the second merger contemplated in the Merger Agreement, which would involve TradeZero merging with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger”), it does not currently intend to do so. Following the Business Combination, Dune will be renamed “TradeZero Global Inc.” and is referred to herein as “New TradeZero.”

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 (the “Closing”), (i) each issued and outstanding share of Class A common stock of TradeZero (“TradeZero Common Stock”) will automatically be converted into a number of shares of Class A common stock of New TradeZero (“New TradeZero Common Stock”) equal to an exchange ratio (the “Exchange Ratio”), which will be determined by dividing (A) the quotient of (x) $500,000,000 divided by (y) the number of shares of TradeZero Common Stock immediately prior to the Closing (including the shares of TradeZero Common Stock subject to any restricted stock unit awards of TradeZero) by (B) $10.00 per share, (ii) all of the outstanding TradeZero restricted stock unit awards will be converted into New TradeZero restricted unit awards on the same terms and conditions as the existing awards (including with respect to vesting and acceleration, if any) to be governed by an equity incentive plan to be adopted in connection with the Closing, in the form attached to the accompanying proxy statement as Annex C (the “Incentive Plan”), and with respect to a number of shares of New TradeZero Common Stock equal to the product of (1) the number of shares of TradeZero Common Stock underlying the original award and (2) the Exchange Ratio and (iii) and all of the outstanding TradeZero stock option awards will be converted into New TradeZero stock option awards on the same terms and conditions as the existing award (including with respect to vesting and acceleration, if any) to be governed by the Incentive Plan and with respect to a number of shares of New TradeZero Common Stock equal to the product of (aa) the number of shares of TradeZero Common Stock underlying the original award and (bb) the Exchange Ratio and an exercise price per share of New TradeZero Common Stock subject to the award equal to (i) the existing exercise price of the award divided by (ii) the Exchange Ratio.

In addition, immediately prior to the Closing, holders of TradeZero Common Stock immediately prior to Closing will receive a cash disbursement from the funds released from the Trust Account (as defined below) equal to the lesser of (a) the difference between TradeZero’s cash balance at Closing and $10,000,000 and (b) $30,000,000.

 

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On or as soon as practicable following the Closing, New TradeZero will grant restricted stock unit awards of New TradeZero to certain TradeZero equityholders (the “RSU Earn Out Awards”), and the holders of TradeZero Common Stock immediately prior to the Closing and the holders of the RSU Earn Out Awards will have the right to receive a pro-rata share of up to 9,000,000 additional shares of New TradeZero Common Stock upon the occurrence of certain earn-out triggering events, as follows: (i) 3,000,000 shares upon the date on which the volume weighted average closing sale price of the New TradeZero Common Stock as reported on the New York Stock Exchange (the “NYSE”) (or the stock exchange on which the New TradeZero Common Stock is then listed) for a period of 20 trading days out of 30 consecutive trading days (as equitably adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends (including any dividend or distribution of securities convertible into New TradeZero Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to New TradeZero Common Stock) (such price, the “Share Price”) is equal to or greater than $12.00 per share at any time during the period beginning at the Closing and ending on the three-year anniversary of the Closing date (the “Earn Out Period”); (ii) 3,000,000 shares upon the date on which the Share Price is equal to or greater than $15.00 per share during the Earn Out Period; and (iii) 3,000,000 shares upon the date on which the Share Price is equal to or greater than $18.00 per share during the Earn Out Period.

At the Special Meeting, you will be asked to consider and vote upon the following proposals:

(a)     Proposal No. 1 — The Business Combination Proposal  a proposal to adopt the Merger Agreement, as amended by the First Amendment to the Merger Agreement, dated as of January 26, 2022 (the “First Amendment”), and the transactions contemplated thereby, in the forms attached to the accompanying proxy statement as Annex A and Annex E, respectively (the “Business Combination Proposal”);

(b)     Proposal No. 2  — The Stock Issuance Proposal — a proposal to approve, for the purposes of complying with the applicable listing rules of The Nasdaq Stock Market (“Nasdaq”), (x) the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the Business Combination, consisting of the issuance of (i) shares of New TradeZero Common Stock to the TradeZero stockholders pursuant to the terms of the Merger Agreement and (ii) any shares of New TradeZero Common Stock pursuant to subscription agreements we may enter into prior to the Closing, as permitted by the Merger Agreement, and (y) the issuance of shares of New TradeZero Common Stock to the TradeZero stockholders in connection with the Business Combination that would result in the TradeZero stockholders owning more than 20% of the New TradeZero Common Stock, or more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules (the “Stock Issuance Proposal”);

(c)     Proposal Nos. 3(A) — 3(C)  — The Charter Amendment Proposals  to consider and vote upon three separate proposals to amend and restate, and further amend, the Company’s amended and restated certificate of incorporation, dated December 17, 2020 (the “Current Charter”), as follows:

•        Charter Amendment Proposal A — a proposal to approve and adopt the second amended and restated certificate of incorporation of New TradeZero (the “Proposed Charter”), a copy of which is attached to this proxy statement as Annex B (other than the proposals addressed in Charter Amendment Proposal B and Charter Amendment Proposal C), which, if approved, would amend and restate the Current Charter, and would take effect upon the Closing (“Charter Amendment Proposal A”); and

•        Charter Amendment Proposal B — a proposal to approve and adopt an amendment to the Proposed Charter to increase the number of authorized shares of New TradeZero Common Stock from 380,000,000 shares to 550,000,000 shares of New TradeZero Common Stock and the total number of authorized shares from 401,000,000 shares to 551,000,000 shares (“Charter Amendment Proposal B”); and

•        Charter Amendment Proposal C — a proposal to provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware (the “DGCL”), which, if approved, will both be in effect upon the Closing (“Charter Amendment Proposal C”, and together with Charter Amendment Proposal A and Charter Amendment Proposal B, the “Charter Amendment Proposals”).

 

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(d)     Proposal Nos. 4(A) — 4(G) — The Advisory Charter Proposals — to consider and vote upon a series of proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the SEC as seven separate sub-proposals (collectively, the “Advisory Charter Proposals”):

(a)     Advisory Charter Proposal A — under the Proposed Charter, members of New TradeZero’s board of directors (“New TradeZero Board”) may be removed from office only for cause and only by the affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New TradeZero, subject to the rights of the holders of one or more series of preferred stock and any rights and obligations under the Board Nomination Agreement (as defined below) (“Advisory Charter Proposal A”);

(b)     Advisory Charter Proposal B — under the Proposed Charter, until the first date on which Daniel Pipitone, John Muscatella, Giovanni Ferrara, John Caruso and Kosta Corriveau, and each of their respective affiliates (including family members, estate planning vehicles and other investment vehicles controlled or beneficially owned by them) (collectively, the “Principal Stockholders”) cease to beneficially own collectively at least 50% of the then-outstanding New TradeZero Common Stock (the “Voting Threshold Date”), any actions required to be taken or permitted to be taken by the New TradeZero stockholders may be taken by written consent signed by New TradeZero stockholders having not less than the minimum number of votes that would be necessary to authorize such action at a meeting, as opposed to the Current Charter, which provides that only the holders of Class B common stock have the right to take action by written consent (“Advisory Charter Proposal B”);

(c)     Advisory Charter Proposal C — under the Proposed Charter, any amendment to New TradeZero’s amended and restated bylaws (the “New TradeZero Bylaws”) will require approval of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New TradeZero (“Advisory Charter Proposal C”);

(d)     Advisory Charter Proposal D — under the Proposed Charter, New TradeZero will not be governed by Section 203 of the DGCL (“Advisory Charter Proposal D”);

(e)     Advisory Charter Proposal E — under the Proposed Charter, the affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New TradeZero will be required for amendments of certain provisions of the Proposed Charter relating to: (i) classification and election of the New TradeZero Board, removal of directors from office, and filling vacancies on the New TradeZero Board, (ii) actions taken by the stockholders of New TradeZero, (iii) exculpation of personal liability of a director of New TradeZero and indemnification of persons serving as directors or officers of New TradeZero, (iv) forum for certain legal actions, (v) renunciation of certain corporate opportunities, (vi) amendments to the Proposed Charter and New TradeZero Bylaws, and (vii) the election not to be governed by Section 203 of the DGCL (“Advisory Charter Proposal E”); and

(f)     Advisory Charter Proposal F — under the Proposed Charter, special meetings of stockholders for any purpose or purposes may be called at any time only by the New TradeZero Board, the chairperson of the New TradeZero Board, or the Chief Executive Officer of New TradeZero; providedhowever, that prior to the Voting Threshold Date, special meetings of stockholders for any purpose or purposes may also be called by or at the request of the Principal Stockholders (acting by holders of a majority of the New TradeZero Common Stock held by the Principal Stockholders) (“Advisory Charter Proposal F”).

(g)     Advisory Charter Proposal G — the Proposed Charter does not include provisions applicable only to blank check companies and to operations as a special purpose acquisition company (“SPAC”) because, upon consummation of the Business Combination, the combined company will not be a SPAC. In addition, the provisions in the Current Charter requiring that Dune have net tangible assets of at least $5,000,001 immediately prior to a Business Combination (as defined in the Current Charter) will not be applicable to the combined company following consummation of the Business Combination (“Advisory Charter Proposal G”).

(e)     Proposal No. 5 — The Incentive Plan Proposal — a proposal to approve and adopt the TradeZero Global Inc. 2022 Long Term Incentive Plan (the “Incentive Plan”), a copy of which is attached to the accompanying proxy statement as Annex C (the “Incentive Plan Proposal”);

 

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(f)     Proposal No. 6 — The ESPP Proposal — a proposal to approve and adopt the TradeZero Global Inc. 2022 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to the accompanying proxy statement as Annex D (the “ESPP Proposal”);

(g)     Proposal No. 7 — The Director Election Proposal — a proposal to elect nine directors to serve staggered terms on the New TradeZero Board until the 2023, 2024 and 2025 annual meeting of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (the “Director Election Proposal”); and

(h)     Proposal No. 8 — The Adjournment Proposal — a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of any of the Condition Precedent Proposals (as defined below) or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived (the “Adjournment Proposal”).

Each of these proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully. Under the Merger Agreement, the Closing is conditioned upon the approval of the Business Combination Proposal, Charter Amendment Proposal A, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal (collectively, the “Condition Precedent Proposals”) and each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. Charter Amendment Proposal B and Charter Amendment Proposal C are conditioned on the approval of the Condition Precedent Proposals. The Advisory Charter Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal. If our stockholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated. By contrast, approval of each of the other proposals in the accompanying proxy statement (i.e., Charter Amendment Proposal B, Charter Amendment Proposal C, the Advisory Charter Proposals, and the Adjournment Proposal) is not a condition to the consummation of the Business Combination.

Our Class A common stock and warrants are currently listed on Nasdaq under the symbols “DUNE” and “DUNEW”, respectively. Certain shares of Dune Class A Common Stock and redeemable warrants (the “public warrants”) included in the units (the “units”) sold in Dune’s initial public offering (the “IPO”) currently trade as units consisting of one share of Dune Class A Common Stock and one-half of one public warrant, and are listed on Nasdaq under the symbol “DUNEU.” The units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon the Closing, we will change our name to “TradeZero Global Inc.” We intend to apply to list the New TradeZero Common Stock and public warrants on the NYSE under the symbols “TRAD” and “TRAD WS”, respectively, upon the Closing.

Only holders of record of shares of Dune Class A Common Stock and Dune Class B Common Stock at the close of business on           , 2022 (the “record date”) are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting and electronically during the Special Meeting at https://www.cstproxy.com/duneacq/2022.

We are providing the accompanying proxy statement and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting.

Whether or not you plan to attend the Special Meeting, we urge you to read the accompanying proxy statement carefully and submit your proxy to vote on the Business Combination. Please pay particular attention to the section entitled “Risk Factors” beginning on page 69 of the accompanying proxy statement.

On April 1, 2022, the Dune Plaintiffs filed a four-count complaint in the Delaware Court of Chancery against the TradeZero Defendants. The Dune Plaintiffs bring claims for breach of contract, fraudulent inducement, fraudulent misrepresentation, and unjust enrichment in connection with the Business Combination. On May 5, 2022, the TradeZero Defendants filed a motion to dismiss the Dune Plaintiffs’ lawsuit. See “Risk Factors — We are currently involved in litigation with TradeZero and the members of TradeZero’s management team.

 

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As announced on May 2, 2022, after careful consideration and consultation with Dune’s outside legal advisors, the Dune Board has determined that the Business Combination is NOT advisable or fair to, or in the best interest of, Dune and its stockholders. This constitutes a change from the Dune Board’s initial recommendation. In connection with Dune’s entry into the Merger Agreement, the Dune Board had initially unanimously (i) approved the Merger Agreement and the transactions contemplated thereby, (ii) determined that the Business Combination was advisable and fair to and in the best interests of Dune and its stockholders and (iii) recommended that Dune’s stockholders approve each of the proposals to be presented at the Special Meeting. As a result, Dune’s Board has changed its recommendation for Dune’s stockholders and now unanimously recommends that you vote or give instruction to vote “AGAINST” each of the Business Combination Proposal, the Stock Issuance Proposal, the Charter Amendment Proposals, the Incentive Plan Proposal, the ESPP Proposal, the Advisory Charter Proposals, the Director Election Proposal and the Adjournment Proposal and “AGAINST” each of the director nominees. For more information on the Dune Board’s recommendation, see “The Business Combination Proposal — Dune’s Board of Directors’ Reasons for the Change in Recommendation to AGAINST the Business Combination”.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of the Company and its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the proposals. See the sections entitled “The Business Combination Proposal — Interests of Dune’s Sponsor, Directors and Officers in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement for a further discussion.

Pursuant to the Current Charter, a holder Dune Class A Common Stock (a “public stockholder”) may request that we redeem all or a portion of its shares of Dune Class A Common Stock included in the units sold in the IPO (the “public shares”) for cash if the Business Combination is consummated. As a public stockholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:

i.       (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

ii.      prior to           , New York City time, on           , 2022 (two business days prior to the scheduled vote at the Special Meeting), (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent” or “Continental”), that we redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of December 31, 2021, this would have amounted to approximately $10.00 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the Closing. If a holder of public shares delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that we instruct the transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at

 

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the address or email address listed in the accompanying proxy statement. See “The Special Meeting — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

Approval of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Advisory Charter Proposals and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock and Dune Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Approval of Charter Amendment Proposal A requires the affirmative vote of holders of a majority of the outstanding shares of Dune Class A Common Stock and Dune Class B Common Stock entitled to vote thereon at the Special Meeting, voting as a single class. Approval of each of Charter Amendment Proposal B and Charter Amendment Proposal C requires the affirmative vote of holders of a majority of the outstanding shares of Dune Class A Common Stock. The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the shares of Dune Class A Common Stock and Dune Class B Common Stock cast by the Company’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon, voting as a single class.

In connection with the signing of the Merger Agreement, our Sponsor entered into the Sponsor Agreement, pursuant to which it agreed to, among other things, vote its shares of Dune Class A Common Stock and Dune Class B Common Stock (collectively, the “Dune Shares”) in favor of the proposals being presented at the Special Meeting. As of the date hereof, our Sponsor owns 20% of the total outstanding Dune Shares. Such agreement is not altered by the Dune Board’s recommendation to vote “AGAINST” the proposals to be presented at the Special Meeting.

All of our stockholders are cordially invited to attend the Special Meeting which will be held in virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement as soon as possible.

If you are a stockholder of record holding Dune Shares, you may also cast your vote at the Special Meeting electronically by visiting https://www.cstproxy.com/duneacq/2022. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank.

If you fail to return a proxy card or fail to instruct a broker or other nominee how to vote, and do not attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have the same effect as a vote “AGAINST” the Charter Amendment Proposals, but will have no effect on the outcome of any other proposal in the accompanying proxy statement.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement as soon as possible in the envelope provided.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that your shares are represented and voted at the Special Meeting.

 

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On behalf of our Board, I would like to thank you for your support of Dune Acquisition Corporation and look forward to a successful completion of the Business Combination.

 

By Order of the Board of Directors

West Palm Beach, Florida

 

 

          , 2022

 

Carter Glatt, Chief Executive Officer and Director

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD SHARES OF DUNE CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARES OF DUNE CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT FOR MORE SPECIFIC INSTRUCTIONS.

Neither the SEC nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated           , 2022 and is first being mailed to our stockholders on or about           , 2022.

 

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DUNE ACQUISITION CORPORATION
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON
          , 2022

TO THE STOCKHOLDERS OF DUNE ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of Dune Acquisition Corporation, a Delaware corporation (“Dune,” “we,” the “Company”, “us” or “our”), will be held at           , New York City time, on           , 2022, in virtual format at https://www.cstproxy.com/duneacq/2022. In light of ongoing developments related to coronavirus (COVID-19), after careful consideration, the Company has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend and vote at the Special Meeting online by visiting https://www.cstproxy.com/duneacq/2022 and using a control number assigned by Continental Stock Transfer & Trust Company (the “Transfer Agent” or “Continental”). To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the proxy statement.

On October 12, 2021, our board of directors (the “Dune Board”, the “Board” or our “Board”) unanimously approved an Agreement and Plan of Merger, dated October 12, 2021, by and among Dune, Dune Merger Sub, Inc., a Delaware corporation and 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”), and TradeZero Holding Corp., a Delaware corporation (“TradeZero”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). If the Merger Agreement is adopted by Dune’s stockholders and the transactions thereunder are consummated, Merger Sub will merge with and into TradeZero (such merger, the “First Merger”, and such transaction, the “Business Combination”). Although TradeZero has the option to consummate the second merger contemplated in the Merger Agreement, which would involve TradeZero merging with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger”), it does not currently intend to do so. Following the Business Combination, Dune will be renamed “TradeZero Global Inc.” and is referred to herein as “New TradeZero.”

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 (the “Closing”), (i) each issued and outstanding share of common stock of TradeZero (“TradeZero Common Stock”) will automatically be converted into a number of shares of common stock of New TradeZero (“New TradeZero Common Stock”) equal to an exchange ratio (the “Exchange Ratio”), which will be determined by dividing (A) the quotient of (x) $500,000,000 divided by (y) the number of shares of TradeZero Common Stock immediately prior to the Closing (including the shares of TradeZero Common Stock subject to any restricted stock unit awards of TradeZero) by (B) $10.00 per share (such number of shares of TradeZero Common Stock, the “Merger Consideration”), (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 (including with respect to vesting and acceleration, if any) to be governed by an equity incentive plan to be adopted in connection with the Closing, in the form attached to the accompanying proxy statement as Annex C (the “Incentive Plan”) and with respect to a number of shares of New TradeZero Common Stock equal to the product of (1) the number of shares of TradeZero Common Stock underlying the original award and (2) the Exchange Ratio and (iii) and all of the outstanding TradeZero stock option awards will be converted into New TradeZero stock option awards on the same terms and conditions as the existing award (including with respect to vesting and acceleration, if any) to be governed by the Incentive Plan and with respect to a number of shares of New TradeZero Common Stock equal to the product of (aa) the number of shares of TradeZero Common Stock underlying the original award and (bb) the Exchange Ratio and an exercise price per share of New TradeZero Common Stock subject to the award equal to (i) the existing exercise price of the award divided by (ii) the Exchange Ratio.

In addition, immediately prior to the Closing, holders of TradeZero Class A common stock (“TradeZero Common Stock”) immediately prior to the Closing will receive a cash disbursement from the funds released from the Trust Account equal to the lesser of (i) the difference between TradeZero’s cash balance at Closing and $10,000,000 and (ii) $30,000,000. On or as soon as practicable following the Closing, New TradeZero will grant restricted stock unit awards of New TradeZero to certain TradeZero equityholders (the “RSU Earn Out Awards”), and the holders

 

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of TradeZero Common Stock immediately prior to the Closing and the holders of the RSU Earn Out Awards will have the right to receive a pro-rata share of up to 9,000,000 additional shares of New TradeZero Common Stock upon the occurrence of certain earn-out triggering events, as follows: (i) 3,000,000 shares upon the date on which the volume weighted average closing sale price of the New TradeZero Common Stock as reported on the New York Stock Exchange (the “NYSE”) (or the stock exchange on which the New TradeZero Common Stock is then listed) for a period of 20 trading days out of 30 consecutive trading days (as equitably adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends (including any dividend or distribution of securities convertible into New TradeZero Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to New TradeZero Common Stock) (such price, the “Share Price”) is equal to or greater than $12.00 per share at any time during the period beginning at the Closing and ending on the three-year anniversary of the Closing date (the “Earn Out Period”); (ii) 3,000,000 shares upon the date on which the Share Price is equal to or greater than $15.00 per share during the Earn Out Period; and (iii) 3,000,000 shares upon the date on which the Share Price is equal to or greater than $18.00 per share during the Earn Out Period.

At the Special Meeting, you will be asked to consider and vote upon the following proposals:

(a)     Proposal No. 1 — The Business Combination Proposal — a proposal to adopt the Merger Agreement, as amended by the First Amendment to the Merger Agreement, dated as of January 26, 2022 (the “First Amendment”), and the transactions contemplated thereby, in the forms attached to the accompanying proxy statement as Annex A and Annex E, respectively (the “Business Combination Proposal”);

(b)     Proposal No. 2 — The Stock Issuance Proposal — a proposal to approve, for the purposes of complying with the applicable listing rules of The Nasdaq Stock Market (“Nasdaq”), (x) the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the Business Combination, consisting of the issuance of (i) shares of New TradeZero Common Stock to the TradeZero stockholders pursuant to the terms of the Merger Agreement and (ii) any shares of New TradeZero Common Stock pursuant to subscription agreements we may enter into prior to the Closing, as permitted by the Merger Agreement, and (y) the issuance of shares of New TradeZero Common Stock to the TradeZero stockholders in connection with the Business Combination that would result in the TradeZero stockholders owning more than 20% of the New TradeZero Common Stock, or more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules (the “Stock Issuance Proposal”);

(c)     Proposal Nos. 3(A)– 3(C) — The Charter Amendment Proposals — to consider and vote upon three separate proposals to amend and restate, and further amend, the Company’s amended and restated certificate of incorporation, dated December 17, 2020 (the “Current Charter”), as follows:

•        Charter Amendment Proposal A —  a proposal to approve and adopt the second amended and restated certificate of incorporation of New TradeZero (the “Proposed Charter”), a copy of which is attached to this proxy statement as Annex B (other than the proposals addressed in Charter Amendment Proposal B and Charter Amendment Proposal C), which, if approved, would amend and restate the Current Charter, and would take effect upon the Closing (“Charter Amendment Proposal A”); and

•        Charter Amendment Proposal B —  a proposal to approve and adopt an amendment to the Proposed Charter to increase the number of authorized shares of New TradeZero Common Stock from 380,000,000 shares to 550,000,000 shares of New TradeZero Common Stock and the total number of authorized shares from 401,000,000 shares to 551,000,000 shares (“Charter Amendment Proposal B”); and

•        Charter Amendment Proposal C — a proposal to provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware (the “DGCL”), which, if approved, will both be in effect upon the Closing (“Charter Amendment Proposal C”, and together with Charter Amendment Proposal A and Charter Amendment Proposal B, the “Charter Amendment Proposals”).

 

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(d)     Proposal Nos. 4(A) — 4(G) — The Advisory Charter Proposals — to consider and vote upon a series of proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the SEC as seven separate sub-proposals (collectively, the “Advisory Charter Proposals”):

(a)     Advisory Charter Proposal A — under the Proposed Charter, members of New TradeZero’s board of directors (“New TradeZero Board”) may be removed from office only for cause and only by the affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New TradeZero, subject to the rights of the holders of one or more series of preferred stock and any rights and obligations under the Board Nomination Agreement (as defined below) (“Advisory Charter Proposal A”);

(b)     Advisory Charter Proposal B — under the Proposed Charter, until the first date on which Daniel Pipitone, John Muscatella, Giovanni Ferrara, John Caruso and Kosta Corriveau, and each of their respective affiliates (including family members, estate planning vehicles and other investment vehicles controlled or beneficially owned by them) (collectively, the “Principal Stockholders”) cease to beneficially own collectively at least 50% of the then-outstanding New TradeZero Common Stock (the “Voting Threshold Date”), any actions required to be taken or permitted to be taken by the New TradeZero stockholders may be taken by written consent signed by New TradeZero stockholders having not less than the minimum number of votes that would be necessary to authorize such action at a meeting, as opposed to the Current Charter, which provides that only the holders of Class B common stock have the right to take action by written consent (“Advisory Charter Proposal B”);

(c)     Advisory Charter Proposal C — under the Proposed Charter, any amendment to New TradeZero’s amended and restated bylaws (the “New TradeZero Bylaws”) will require approval of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New TradeZero (“Advisory Charter Proposal C”);

(d)     Advisory Charter Proposal D — under the Proposed Charter, New TradeZero will not be governed by Section 203 of the DGCL (“Advisory Charter Proposal D”);

(e)     Advisory Charter Proposal E — under the Proposed Charter, the affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New TradeZero will be required for amendments of certain provisions of the Proposed Charter relating to: (i) classification and election of the New TradeZero Board, removal of directors from office, and filling vacancies on the New TradeZero Board, (ii) actions taken by the stockholders of New TradeZero, (iii) exculpation of personal liability of a director of New TradeZero and indemnification of persons serving as directors or officers of New TradeZero, (iv) forum for certain legal actions, (v) renunciation of certain corporate opportunities, (vi) amendments to the Proposed Charter and New TradeZero Bylaws, and (vii) the election not to be governed by Section 203 of the DGCL (“Advisory Charter Proposal E”);

(f)     Advisory Charter Proposal F — under the Proposed Charter, special meetings of stockholders for any purpose or purposes may be called at any time only by the New TradeZero Board, the chairperson of the New TradeZero Board, or the Chief Executive Officer of New TradeZero; providedhowever, that prior to the Voting Threshold Date, special meetings of stockholders for any purpose or purposes may also be called by or at the request of the Principal Stockholders (acting by holders of a majority of the New TradeZero Common Stock held by the Principal Stockholders) (“Advisory Charter Proposal F”); and

(g)     Advisory Charter Proposal G the Proposed Charter does not include provisions applicable only to blank check companies and to operations as a special purpose acquisition company (“SPAC”) because, upon consummation of the Business Combination, the combined company will not be a SPAC. In addition, the provisions in the Current Charter requiring that Dune have net tangible assets of at least $5,000,001 immediately prior to a Business Combination (as defined in the Current Charter) will not be applicable to the combined company following consummation of the Business Combination (“Advisory Charter Proposal G”).

(e)     Proposal No. 5 — The Incentive Plan Proposal — a proposal to approve and adopt the TradeZero Global Inc. 2022 Long Term Incentive Plan (the “Incentive Plan”), a copy of which is attached to the accompanying proxy statement as Annex C (the “Incentive Plan Proposal”);

 

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(f)     Proposal No. 6 — The ESPP Proposal — a proposal to approve and adopt the TradeZero Global Inc. 2022 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to the accompanying proxy statement as Annex D (the “ESPP Proposal”);

(g)     Proposal No. 7 — The Director Election Proposal — a proposal to elect nine directors to serve staggered terms on the New TradeZero Board until the 2023, 2024 and 2025 annual meeting of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (the “Director Election Proposal”); and

(h)     Proposal No. 8 — The Adjournment Proposal — a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of any of the Condition Precedent Proposals (as defined below) or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived (the “Adjournment Proposal”).

Each of these proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully. Under the Merger Agreement, the Closing is conditioned upon the approval of the Business Combination Proposal, Charter Amendment Proposal A, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal (collectively, the “Condition Precedent Proposals”) and each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. Charter Amendment Proposal B and Charter Amendment Proposal C are conditioned on the approval of the Condition Precedent Proposals. The Advisory Charter Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal. If our stockholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated. By contrast, approval of each of the other proposals in the accompanying proxy statement (i.e., Charter Amendment Proposal B, Charter Amendment Proposal C, the Advisory Charter Proposals, and the Adjournment Proposal) is not a condition to the consummation of the Business Combination.

In addition to the Condition Precedent Proposals, the obligation of Dune and TradeZero to consummate the Business Combination pursuant to the Merger Agreement is also subject to the satisfaction or waiver of certain Closing conditions, including the aggregate cash proceeds from Dune’s trust account (the “Trust Account”) or other available cash (including any potential financing conducted by Dune as permitted under the Merger Agreement or the net proceeds obtained by TradeZero as a result of any debt financing arrangements that remain outstanding following the Closing) equaling or exceeding $80,000,000 after giving effect to the redemption of any shares of Dune Class A Common Stock in connection with the stockholder vote to approve the Business Combination (the “Available Closing SPAC Cash condition”). The Business Combination is also subject to the satisfaction or waiver of certain other Closing conditions (including, without limitation, certain conditions precedent to the consummation of the Business Combination) as described in the accompanying proxy statement.

Our Class A common stock and warrants are currently listed on Nasdaq under the symbols “DUNE” and “DUNEW”, respectively. Certain shares of Dune Class A Common Stock and redeemable warrants (the “public warrants”) included in the units (the “units”) sold in Dune’s initial public offering (the “IPO”) currently trade as units consisting of one share of Dune Class A Common Stock and one-half of one public warrant, and are listed on Nasdaq under the symbol “DUNEU.” The units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon the Closing, we will change our name to “TradeZero Global Inc.” We intend to apply to list the New TradeZero Common Stock and public warrants on the NYSE under the symbols “TRAD” and “TRAD WS”, respectively, upon the Closing.

Only holders of record of shares of Dune Class A Common Stock and Dune Class B Common Stock at the close of business on           , 2022 (the “record date”) are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting and electronically during the Special Meeting at https://www.cstproxy.com/duneacq/2022.

In connection with the signing of the Merger Agreement, our Sponsor entered into the Sponsor Agreement, pursuant to which it agreed to, among other things, vote its shares of Dune Class A Common Stock and Dune Class B Common Stock (collectively, the “Dune Shares”) in favor of the proposals being presented at the Special Meeting. As of the date hereof, our Sponsor owns 20% of the total outstanding Dune Shares. Such agreement is not altered by the Dune Board’s recommendation to vote “AGAINST” the proposals to be presented at the Special Meeting.

 

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Pursuant to the Current Charter, a holder of Dune Class A Common Stock (a “public stockholder”) may request that we redeem all or a portion of its shares of Dune Class A Common Stock included in the units sold in the IPO (the “public shares”) for cash if the Business Combination is consummated. As a public stockholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to           , New York City time, on           , 2022, (two business days prior to the scheduled vote at the Special Meeting), (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental, that we redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of December 31, 2021, this would have amounted to approximately $10.00 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the Closing. If a holder of public shares delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that we instruct the transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in the accompanying proxy statement. See “The Special Meeting — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

Approval of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Advisory Charter Proposals and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock and Dune Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Approval of Charter Amendment Proposal A requires the affirmative vote of holders of a majority of the outstanding shares of Dune Class A Common Stock and Dune Class B Common Stock entitled to vote thereon at the Special Meeting, voting as a single class. Approval of each of Charter Amendment Proposal B and Charter Amendment Proposal C requires the affirmative vote of holders of a majority of the outstanding shares of Dune Class A Common Stock. The election of the director nominees pursuant to the Director

 

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Election Proposal requires the affirmative vote of a plurality of the shares of Dune Class A Common Stock and Dune Class B Common Stock cast by the Company’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon, voting as a single class.

All of our stockholders are cordially invited to attend the Special Meeting which will be held in virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement as soon as possible.

If you are a stockholder of record holding our Shares, you may also cast your vote at the Special Meeting electronically by visiting https://www.cstproxy.com/duneacq/2022. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank.

If you fail to return a proxy card or fail to instruct a broker or other nominee how to vote, and do not attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have the same effect as a vote “AGAINST” the Charter Amendment Proposals, but will have no effect on the outcome of any other proposal in the accompanying proxy statement.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

On April 1, 2022, the Dune Plaintiffs filed a four-count complaint in the Delaware Court of Chancery against the TradeZero Defendants. The Dune Plaintiffs bring claims for breach of contract, fraudulent inducement, fraudulent misrepresentation, and unjust enrichment in connection with the Business Combination. On May 5, 2022, the TradeZero Defendants filed a motion to dismiss the Dune Plaintiffs’ lawsuit. See “Risk Factors — We are currently involved in litigation with TradeZero and the members of TradeZero’s management team.”

As announced on May 2, 2022, after careful consideration and consultation with Dune’s outside legal advisors, the Dune Board has determined that the Business Combination is NOT advisable or fair to, or in the best interest of, Dune and its stockholders and unanimously recommends that you vote or give instruction to vote “AGAINST” each of those proposals and “AGAINST” each of the director nominees. For more information on the Dune Board’s recommendation, see “The Business Combination Proposal — Dune’s Board of Directors’ Reasons for the Change in Recommendation to AGAINST the Business Combination”.

Your attention is directed to the proxy statement accompanying this notice (including the Annexes thereto) for a more complete description of the proposed business combination and related transactions and each of the proposals. We urge you to read the accompanying proxy statement carefully. If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing DUNE.info@investor.morrowsodali.com. This notice of Special Meeting is and the proxy statement relating to the Business Combination will be available at https://www.cstproxy.com/duneacq/2022.

Thank you for your participation. We look forward to your continued support.

 

By Order of the Board of Directors,

West Palm Beach, Florida

 

 

          , 2022

 

Carter Glatt, Chief Executive Officer and Director

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of stockholders to be held on           . This notice of Special Meeting and the accompanying proxy statement will be available at https://www.cstproxy.com/duneacq/2022.

 

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TRADEMARKS

 

1

CERTAIN DEFINED TERMS

 

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

7

SUMMARY TERM SHEET

 

9

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

 

18

SUMMARY OF THE PROXY STATEMENT

 

41

SUMMARY HISTORICAL FINANCIAL INFORMATION OF TRADEZERO

 

61

SUMMARY HISTORICAL FINANCIAL INFORMATION OF DUNE

 

63

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

65

COMPARATIVE SHARE INFORMATION

 

67

MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

 

68

RISK FACTORS

 

69

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

 

143

THE SPECIAL MEETING

 

154

THE BUSINESS COMBINATION PROPOSAL

 

161

THE STOCK ISSUANCE PROPOSAL

 

201

THE CHARTER AMENDMENT PROPOSALS

 

203

THE ADVISORY CHARTER PROPOSALS

 

208

THE INCENTIVE PLAN PROPOSAL

 

212

THE ESPP PROPOSAL

 

219

THE DIRECTOR ELECTION PROPOSAL

 

223

THE ADJOURNMENT PROPOSAL

 

225

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TRADEZERO

 

226

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DUNE

 

248

INFORMATION RELATED TO TRADEZERO

 

252

INFORMATION RELATED TO DUNE

 

274

BENEFICIAL OWNERSHIP OF SECURITIES

 

285

EXECUTIVE COMPENSATION

 

288

NEW TRADEZERO MANAGEMENT AFTER THE BUSINESS COMBINATION

 

291

DESCRIPTION OF NEW TRADEZERO SECURITIES

 

298

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

308

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE REDEMPTIONS TO HOLDERS OF DUNE CLASS A COMMON STOCK

 

310

HOUSEHOLDING INFORMATION

 

317

TRANSFER AGENT AND REGISTRAR

 

317

SUBMISSION OF STOCKHOLDER PROPOSALS

 

317

FUTURE STOCKHOLDER PROPOSALS

 

317

WHERE YOU CAN FIND MORE INFORMATION

 

318

INDEX TO FINANCIAL STATEMENTS

 

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TRADEMARKS

This proxy statement contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. The Company does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

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CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we”, “us”, “our”, the “Company” and “Dune” refer to Dune Acquisition Corporation, and the terms “New TradeZero,” “combined company” and “post-combination company” refer to TradeZero Global Inc. and its subsidiaries following the consummation of the Business Combination.

In this document:

A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into as of the Closing Date, by and among New TradeZero, the Sponsor, and the TradeZero Members and certain of their permitted transferees.

Advisory Charter Proposals” means the proposal to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Current Charter and the Proposed Charter, as set forth in “The Advisory Charter Proposals”.

Available Closing SPAC Cash condition” refers to the condition that aggregate cash proceeds from the Trust Account or other available cash (including any potential financing conducted by Dune as permitted under the Merger Agreement or the net proceeds obtained by TradeZero as a result of any debt financing arrangements that remain outstanding following the Closing) must equal or exceed $80,000,000 after giving effect to the redemption of any shares of Dune Class A Common Stock in connection with the stockholder vote to approve the Business Combination.

Blockchain” refers generally to databases that maintain information across a network of computers in a decentralized or distributed manner, which networks often use cryptographic protocols to ensure data integrity. Blockchains often are used to issue and transfer ownership of Digital Assets.

Board Nomination Agreement” means the agreement to be entered into as of the Closing Date, by and among New TradeZero, the Principal Stockholders, and the Sponsor, pursuant to which the Principal Stockholders will have the right to nominate members of the New TradeZero Board, subject to the beneficial ownership thresholds and conditions set forth therein.

Business Combination” means the transactions contemplated by the Merger Agreement, including (i) at the Closing, (A) in accordance with the DGCL, Merger Sub merging with and into TradeZero with TradeZero surviving the merger as a direct, wholly-owned subsidiary of Dune, and (B) to the extent desirable, in TradeZero’s sole discretion, in accordance with the DGCL and the Limited Liability Company Act of the State of Delaware, TradeZero merging with and into Merger Sub II, with Merger Sub II surviving the merger as a direct, wholly-owned subsidiary of Dune; and (ii) Dune being renamed “TradeZero Global Inc.” (“New TradeZero”).

Business Combination Proposal” means the proposal to adopt the Merger Agreement and approve the Business Combination.

Charter Amendment Proposals” means the proposals to approve Charter Amendment Proposal A, Charter Amendment Proposal B and Charter Amendment Proposal C.

Closing” means the closing of the Business Combination.

Closing Date” means the date the Business Combination is consummated.

Code” means the Internal Revenue Code of 1986, as amended.

Completion Window” means the period of time in which Dune must complete its initial business combination in accordance with the Current Charter, which is June 22, 2022 unless extended by Dune stockholders in accordance with the Current Charter.

Condition Precedent Proposals” means the Business Combination Proposal, Charter Amendment Proposal A, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal, each of which are cross-conditioned on the approval of each other.

Continental” means Continental Stock Transfer & Trust Company.

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Cryptocurrency” means a Digital Asset in the form of currency that is secured using Blockchain encryption technologies.

Current Charter” means Dune’s amended and restated certificate of incorporation.

DGCL” means the General Corporation Law of the State of Delaware.

Digital Asset” means an asset that is issued and/or transferred using a distributed ledger or Blockchain technology, including, but not limited to, Cryptocurrencies, and also may be referred to as “virtual currencies,” “coins” and “tokens.”

Director Election Proposal” means the proposal to elect nine directors, comprised of three directors to serve as Class I directors, three directors to serve as Class II directors and three directors to serve as Class III directors, in each case to serve on New TradeZero’s Board for a term expiring at the annual meeting of stockholders to be held in 2023 in the case of Class I directors, 2024 in the case of Class II directors and 2025 in the case of Class III directors, or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement or removal.

DTC” means The Depository Trust Company.

Dune” or “the Company” means Dune Acquisition Corporation, a Delaware corporation.

Dune Board,” “the Board” or “our Board” means the board of directors of Dune.

Dune Class A Common Stock” or “our Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of Dune.

Dune Class B Common Stock” or “our Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of Dune.

Dune Shares” or “our Shares” means, collectively, the Dune Class A Common Stock and Dune Class B Common Stock.

Dune stockholders” or “our stockholders” means, collectively, the holders of the Dune Class A Common Stock and the holders of the Dune Class B Common Stock.

Earn Out Shares” means up to 9,000,000 shares of New TradeZero Common Stock that may be issuable to TradeZero stockholders in respect of the earn out consideration.

ESPP” means the TradeZero Global Inc. 2022 Employee Stock Purchase Plan.

ESPP Proposal” means the proposal to approve the ESPP, a copy of which is attached to this proxy statement as Annex D, including the authorization of the initial share reserve under the ESPP.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

FASB” means the Financial Accounting Standards Board.

FINRA” means the Financial Industry Regulatory Authority.

“First Amendment” means that certain First Amendment to the Agreement and Plan of Merger Agreement, dated as of January 26, 2022, by and among Dune, Merger Sub, Merger Sub II and TradeZero

First Effective Time” means the time of the First Merger.

First Merger” means the merger of Merger Sub with and into TradeZero, with TradeZero surviving the merger as a direct, wholly-owned subsidiary of Dune.

founder shares” means the aggregate of 4,312,500 shares of Dune Class B Common Stock issued prior to Dune’s IPO.

GAAP” means United States generally accepted accounting principles.

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HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Incentive Plan” means the TradeZero Global Inc. 2022 Long Term Incentive Plan, a copy of which is attached to this proxy statement as Annex C.

Incentive Plan Proposal” means the proposal to approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan.

Investment Company Act” means the Investment Company Act of 1940, as amended.

IPO” means Dune’s initial public offering, consummated on December 22, 2020, through the sale of 17,250,000 units at $10.00 per unit.

JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

Letter Agreement” means that certain Letter Agreement, dated as of December 17, 2020 entered into by and among Dune, the Sponsor, officers and all of its directors at the time, in connection with the IPO.

Lock-Up Agreement” means that certain Lock-Up Agreement, dated as of October 12, 2021, by and among Dune, the Sponsor and the TradeZero stockholders.

Merger Agreement” means that Agreement and Plan of Merger, dated as of October 12, 2021, by and among Dune, Merger Sub, Merger Sub II and TradeZero, as amended by that certain First Amendment and as it may be further amended and/or restated from time to time.

Merger Sub” means Dune Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Dune.

Merger Sub II means Dune Merger Sub II, LLC, a Delaware limited liability and direct, wholly-owned subsidiary of Dune.

Morrow” means Morrow Sodali LLC.

Nasdaq” means The Nasdaq Capital Market.

New TradeZero” means TradeZero Global Inc., a Delaware corporation (which, prior to consummation of the Business Combination, was known as Dune Acquisition Corporation.

New TradeZero Board” means the board of directors of New TradeZero.

New TradeZero Bylaws” means the proposed amended and restated bylaws to be adopted by Dune immediately prior to, and subject to, the Closing (and which at and after the Closing will operate as the amended and restated bylaws of New TradeZero).

New TradeZero Common Stock” means the shares of Class A common stock, par value $0.0001 per share, of New TradeZero.

New TradeZero Management” means the management of New TradeZero following the consummation of the Business Combination.

Note” means that certain promissory note between Dune and our Sponsor dated June 18, 2020.

NYSE” means The New York Stock Exchange.

Principal Stockholders” means Daniel Pipitone, John Muscatella, Giovanni Ferrara, John Caruso and Kosta Corriveau, and each of their respective affiliates (including family members, estate planning vehicles and other investment vehicles controlled or beneficially owned by them).

private placement warrants” means the 4,850,000 warrants issued to our Sponsor concurrently with our IPO, each of which is exercisable for one share of Dune Class A Common Stock.

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Proposed Charter” means the proposed second amended and restated certificate of incorporation to be adopted by Dune pursuant to the Charter Amendment Proposals immediately prior to the Closing (and which at and after the Closing will operate as the second amended and restated certificate of incorporation of New TradeZero), a copy of which is attached as Annex B to this proxy statement.

public shares” means shares of Dune Class A Common Stock included in the units issued in the IPO.

public stockholders” means holders of public shares.

public warrants” means the warrants included in the units issued in the IPO, each of which is exercisable for one share of Dune Class A Common Stock, in accordance with its terms.

record date” means             , 2022.

Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of December 17, 2020, between Dune and the Sponsor.

SEC” means the U.S. Securities and Exchange Commission.

Second Merger” means the optional merger of TradeZero with Merger Sub II, with Merger Sub II continuing as the surviving entity.

Securities Act” means the Securities Act of 1933, as amended.

“SPAC” means a special purpose acquisition company.

Special Meeting” means the special meeting of Dune’s stockholders to consider matters relating to the Business Combination.

Sponsor” means Dune Acquisition Holdings, LLC, a Delaware limited liability company.

Sponsor Agreement” means that certain Sponsor Agreement, dated as of October 12, 2021, by and among Dune, the Sponsor and TradeZero.

Stock Exchange” means the NYSE or such other stock exchange as Dune and TradeZero may mutually agree prior to Closing.

Stock Issuance Proposal” means the proposal to approve, for the purposes of complying with the applicable listing rules of the Nasdaq, the issuance of shares of 50,000,000 New TradeZero Common Stock pursuant to the terms of the Merger Agreement, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing, as permitted by the Merger Agreement.

Support Agreement” means that certain Support Agreement, dated as of October 12, 2021, by and among Dune, TradeZero and the TradeZero stockholders.

Termination Date” means July 12, 2022.

TradeZero” means TradeZero Holding Corp., a Delaware corporation.

TradeZero America” means TradeZero America, Inc., a Delaware corporation and subsidiary of TradeZero.

TradeZero Bahamas” means TradeZero, Inc., a Bahamas corporation and subsidiary of TradeZero.

TradeZero Canada” means TradeZero Canada Securities, ULC, a Canadian unlimited liability corporation and subsidiary of TradeZero.

TradeZero Common Stock” means the Class A common stock, par value $0.001 per share, of TradeZero.

TradeZero Board” means the board of directors of TradeZero.

TradeZero Group” means the TradeZero Members and any of their respective affiliates, family members and affiliated investors and their respective permitted assigns.

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TradeZero Members” means John Muscatella, Daniel Pipitone, Giovanni Ferrara, John Caruso and Kosta Corriveau.

TradeZero stockholder” means each holder of TradeZero Common Stock.

Transfer Agent” means Continental Stock Transfer & Trust Company.

Trust Account” means the Trust Account of Dune that holds the proceeds from Dune’s IPO and the private placement of the private placement warrants.

Trust Agreement” mean that certain Investment Management Trust Agreement, dated as of December 17, 2020, between Dune and the Trustee.

Trustee” means Continental Stock Transfer & Trust Company.

units” means the units of Dune, each consisting of one share of Dune Class A Common Stock and one-half (1/2) of one public warrant of Dune.

Voting Threshold Date” means the first date on which the Principal Stockholders cease to beneficially own collectively at least 50% of the then-outstanding New TradeZero Common Stock.

warrants” means the public warrants and the private placement warrants.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of Dune and TradeZero. These statements are based on the beliefs and assumptions of the management of Dune and TradeZero. Although Dune and TradeZero believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, none of Dune or TradeZero can assure you that any of them will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “will”, “should”, “seeks”, “plans”, “scheduled”, “anticipates” or “intends” or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, TradeZero management. WithumSmith+Brown, PC (“Withum”), TradeZero’s independent auditor, has not examined, compiled or otherwise applied procedures with respect to the accompanying forward-looking financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The Withum report included in this proxy statement relates to historical financial information of TradeZero. It does not extend to the forward-looking information and should not be read as if it does. Forward-looking statements contained in this proxy statement include, but are not limited to, statements about the ability of Dune and TradeZero prior to the Business Combination, and New TradeZero following the Business Combination, to:

•        meet the Closing conditions to the Business Combination, including approval by Dune Stockholders and satisfying the Available Closing SPAC Cash condition;

•        realize the benefits expected from the Business Combination;

•        the impact of Dune’s lawsuit on the Business Combination and the reputation and business of TradeZero;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the ability to obtain and/or maintain the listing of the New TradeZero Common Stock on the NYSE following the Business Combination;

•        New TradeZero’s ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;

•        New TradeZero’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination;

•        factors relating to the business, operations and financial performance of TradeZero, including:

•        customer demand for each of the services offered across TradeZero’s platforms; and

•        market conditions and global and economic factors beyond New TradeZero’s control;

•        intense competition and competitive pressures from other companies worldwide in the industries in which the combined company will operate;

•        litigation and the ability to adequately protect New TradeZero’s intellectual property rights; and

•        other factors detailed under the section entitled “Risk Factors.”

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement describe additional factors that could adversely affect the business, financial condition or results of operations of Dune and TradeZero prior to the Business Combination, and New TradeZero following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor

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can Dune or TradeZero assess the impact of all such risk factors on the business of Dune and TradeZero prior to the Business Combination, and New TradeZero following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to Dune or TradeZero or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Dune and TradeZero prior to the Business Combination, and New TradeZero following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Business Combination and the Special Meeting” and “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should carefully read this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled “Certain Defined Terms.”

•        Dune is a SPAC formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination with one or more businesses.

•        There are currently 21,562,500 Dune Shares issued and outstanding, consisting of (i) 17,250,000 shares of Dune Class A Common Stock, and (ii) 4,312,500 founder shares held by our Sponsor. There are currently no shares of preferred stock issued and outstanding. In addition, we have public warrants to purchase Dune Class A Common Stock (originally sold as part of the units issued in our IPO) outstanding, along with 4,850,000 private placement warrants issued to our Sponsor in a private placement concurrently with our IPO. Each public warrant entitles its holder to purchase one-half of one share of Dune Class A Common Stock at an exercise price of $11.50 per whole share, to be exercised only for a whole number of shares of Dune Class A Common Stock. Each of our outstanding whole warrants is exercisable commencing 30 days following the Closing for one share of our Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement, if we assume that each outstanding whole warrant is exercised and one share of Dune Class A Common Stock is issued as a result of such exercise, with payment of the exercise price of $11.50 per share, our fully-diluted share capital would increase by a total of 13,475,000 shares, with approximately $154,962,500 paid to exercise the warrants. For more information regarding the public warrants, please see the section entitled “Description of New TradeZero Securities.”

•        TradeZero owns TradeZero Bahamas, a Nassau, Bahamas based broker-dealer serving international clients since 2015, TradeZero America, a U.S. broker-dealer serving U.S. clients since 2019 and TradeZero Canada, a Canadian broker-dealer, which recently began serving Canadian clients in March of 2022. TradeZero America is a member of the NYSE, NYSE Arca, Inc., NYSE American LLC, Cboe EDGX Exchange, Inc., Nasdaq and Nasdaq BX Exchanges. Through its broker-dealer subsidiaries, TradeZero offers retail clients access to commission-free stock trading and direct market center access to U.S. equities and equity options trading. TradeZero’s U.S. broker-dealer subsidiary also offers commission-free equity options trading. All commission-free plans are subject to various conditions described on the applicable broker-dealers’ websites, which conditions are subject to change in the future, and TradeZero also provides similar commission-based access. TradeZero provides its clients with an advanced suite of desktop, web-based and mobile software platforms, all of which include its proprietary Computer System and Network for Multiple Intraday and Interuser Acquiring/Discharging of Short Sale Securities Locates (U.S. patent pending) (the “TradeZero Short Locator”). TradeZero’s innovative features and capabilities for stock shorting accommodate all types of retail clients, especially the active trader. For more information about TradeZero, please see the sections entitled “Information Related to TradeZero,” “TradeZero’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management after the Business Combination.”

•        In accordance with the terms and subject to the conditions of the Merger Agreement, at the Closing, (i) each issued and outstanding share of TradeZero Common Stock will automatically be converted into a number of shares of New TradeZero Common Stock equal to an exchange ratio (the “Exchange Ratio”), which will be determined by dividing (A) the quotient of (x) $500,000,000 divided by (y) the number of shares of TradeZero Common Stock immediately prior to the Closing (including the shares of TradeZero Common Stock subject to any restricted stock unit awards of TradeZero) by (B) $10.00 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 (including with respect to vesting and acceleration, if any) to be governed by the Incentive Plan and with respect to a number of shares of New TradeZero Common Stock equal to the product of (1) the number of shares of TradeZero Common Stock underlying the original award and (2) the Exchange Ratio and (iii) and all of the outstanding TradeZero

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stock option awards will be converted into New TradeZero stock option awards on the same terms and conditions as the existing award (including with respect to vesting and acceleration, if any) to be governed by the Incentive Plan and with respect to a number of shares of New TradeZero Common Stock equal to the product of (aa) the number of shares of TradeZero Common Stock underlying the original award and (bb) the Exchange Ratio and an exercise price per share of New TradeZero Common Stock subject to the award equal to (i) the existing exercise price of the award divided by (ii) the Exchange Ratio. For more detailed information on the stock consideration see “The Business Combination Proposal — Consideration to TradeZero Stockholders” and “The Business Combination Proposal — Sources and Uses of Funds for the Business Combination.”

•        In addition, immediately prior to the Closing, the existing holders of TradeZero Common Stock will receive a cash disbursement from the funds released from the Trust Account equal to the lesser of (i) the difference between TradeZero’s cash balance at Closing and $10,000,000 and (ii) $30,000,000. On or as soon as practicable following the Closing, New TradeZero will grant the RSU Earn Out Awards, and the holders of TradeZero Common Stock immediately prior to the Closing and the holders of the RSU Earn Out Awards will have the right to receive a pro-rata share of up to 9,000,000 additional shares of New TradeZero Common Stock upon the occurrence of certain earn-out triggering events, as follows: (i) 3,000,000 shares upon the date on which the volume weighted average closing sale price of New TradeZero Common Stock as reported on the NYSE (or the stock exchange on which New TradeZero Common Stock is then listed) for a period of 20 trading days out of 30 consecutive trading days (as equitably adjusted as appropriate to reflect any stock splits, reverse stock splits, stock dividends (including any dividend or distribution of securities convertible into New TradeZero Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction with respect to New TradeZero Common Stock) (such price, the “Share Price”) is equal to or greater than $12.00 per share at any time during the period beginning at the Closing and ending on the three-year anniversary of the Closing date (the “Earn Out Period”); (ii) 3,000,000 shares upon the date on which the Share Price is equal to or greater than $15.00 per share during the Earn Out Period; and (iii) 3,000,000 shares upon the date on which the Share Price is equal to or greater than $18.00 per share during the Earn Out Period (collectively, the “Earn Out Shares”).

•        The following table summarizes the sources and uses for funding the Business Combination. The first table assumes that none of Dune’s stockholders exercise their redemption rights. The second table assumes that Dune’s stockholders exercise their redemption rights with respect to 9,251,997 shares of Dune Class A Common Stock, assuming a redemption price of $10.00 per share, representing the maximum amount of Dune Class A Common Stock that can be redeemed while still satisfying the Available Closing SPAC Cash condition. Where actual amounts are not known, the figures below represent our good faith estimate based on the assumptions set forth in the notes to the tables. If the actual facts are different from these assumptions, the below figures will be different.

Estimated Sources and Uses (No Redemption)

(in millions)

   

Sources

 

 

 

Proceeds from Trust Account(1)

 

$

173

Dune Shares Issued to TradeZero(2)

 

 

500

Existing Cash on TradeZero Balance Sheet(3)

 

 

10

Total Sources

 

$

683

Uses

 

 

 

Cash to New TradeZero’s Balance Sheet

 

$

160

Dune Shares Issued to TradeZero(4)

 

 

500

Estimated Fees and Expenses

 

 

23

Total Uses

 

$

683

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Estimated Sources and Uses (Maximum Redemption)

(in millions)

   

Sources

 

 

 

Proceeds from Trust Account(1)

 

$

173

Dune Shares Issued to TradeZero(2)

 

 

500

Existing Cash on TradeZero Balance Sheet(3)

 

 

10

Total Sources

 

$

683

Uses

 

 

 

Cash to New TradeZero’s Balance Sheet

 

$

67

Dune Shares Issued to TradeZero(4)

 

 

500

Estimated Fees and Expenses

 

 

23

Redemptions by Public Stockholders(5)

 

 

93

Total Uses

 

$

683

____________

(1)      Calculated as of           , 2022 assuming a Closing as of           , 2022.

(2)      New TradeZero Common Stock to be issued at a deemed value of $10.00 per share.

(3)      Immediately prior to the closing of the proposed transaction, the existing holders of Class A common stock of TradeZero will receive a cash disbursement from the funds released from the Trust Account equal to the lesser of (i) the difference between TradeZero’s cash balance at the closing of the proposed transaction and $10,000,000 and (ii) $30,000,000.

(4)      Includes deferred underwriting commission of approximately $6,037,500 and estimated transaction expenses.

(5)      Assumes that the maximum number of shares of Dune Class A Common Stock can be redeemed are redeemed, while still satisfying the Available Closing SPAC Cash condition.

•        It is anticipated that, upon completion of the Business Combination, the approximate ownership interests of the Company will be as set forth in the table below:

•        Assuming No Redemption:    This presentation assumes that no public stockholders exercise redemption rights with respect to their public shares.

•        Assuming 25% Redemption:    This presentation assumes that 25% of the public stockholders exercise redemption rights with respect to their public shares. This scenario assumes that 4,312,500 public shares are redeemed for an aggregate redemption payment of approximately $43,125,000, based on $172,500,855 in the Trust Account (including interest earned) and 17,250,000 public shares outstanding as of March 31, 2022;

•        Assuming 50% Redemption:    This presentation assumes that 50% of the public stockholders exercise redemption rights with respect to their public shares. This scenario assumes that 8,625,000 public shares are redeemed for an aggregate redemption payment of approximately $86,250,000, based on $172,500,855 in the Trust Account (including interest earned) and 17,250,000 public shares outstanding as of March 31, 2022; and

•        Assuming Maximum Redemption:    This presentation assumes that 9,251,997 public shares are redeemed for an aggregate redemption payment of approximately $92,543,075, based on $172,500,855 in the Trust Account (including interest earned) and 17,250,000 public shares outstanding as of March 31, 2022.

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Assuming No
Redemptions of
Public Shares

 

Assuming
25% Redemptions of
Public Shares
(1)

 

Assuming
50% Redemptions of
Public Shares
(2)

 

Assuming
Maximum
Redemptions of
Public Shares
(3)

Dune public stockholders

 

24.1

%

 

19.2

%

 

13.7

%

 

12.8

%

Dune Acquisition Holdings LLC

 

6.0

%

 

6.4

%

 

6.9

%

 

7.0

%

TradeZero Stockholders

 

69.9

%

 

74.4

%

 

79.4

%

 

80.2

%

   

100

%

 

100

%

 

100

%

 

100

%

____________

(1)      Assumes that holders of 4,312,500 public shares exercise their redemption rights in connection with the Business Combination at a redemption price of $10.00 per share.

(2)      Assumes that holders of 8,625,000 public shares exercise their redemption rights in connection with the Business Combination at a redemption price of $10.00 per share.

(3)      Assumes that holders of 9,252,100 public shares exercise their redemption rights in connection with the Business Combination at a redemption price of $10.00 per share, which is the maximum number of public shares that may be redeemed by public stockholder before the minimum cash condition in the Merger Agreement would need to be waived prior to the Closing (assuming no other available cash of Dune, including any potential financing conducted by Dune as permitted under the Merger Agreement or any net proceeds obtained by TradeZero as a result of any debt financing arrangements that remain outstanding following the Closing).

The percentages set forth above do not take into account (a) public warrants and private placement warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing 30 days after the Closing), (b) the issuance of any shares underlying New TradeZero options or other equity awards that will be held by equity holders of TradeZero following completion of the Business Combination, or (c) Earn Out Shares or RSU Earn Out Awards. If each such warrants were exercisable and exercised following the completion of the Business Combination and the Earn Out Shares were fully vested and issued, then ownership of New TradeZero would be as follows (assuming the same number of public shares are redeemed as described in the footnotes to the table immediately above):

 

Assuming No
Redemptions of
Public Shares

 

Assuming
25% Redemptions of
Public Shares

 

Assuming
50% Redemptions of
Public Shares

 

Assuming
Maximum
Redemptions of
Public Shares
(1)

Dune public stockholders

 

27.5

%

 

24.0

%

 

20.2

%

 

19.6

%

Dune Acquisition Holdings LLC

 

9.7

%

 

10.2

%

 

10.7

%

 

10.8

%

TradeZero Stockholders

 

62.8

%

 

65.8

%

 

69.1

%

 

69.6

%

   

100

%

 

100

%

 

100

%

 

100

%

____________

(1)      The maximum redemption scenario represents the maximum redemptions that may occur but which would still provide for the satisfaction of the Available Closing SPAC Cash condition in the Merger Agreement.

The amount of proceeds to New TradeZero upon the exercise of all outstanding warrants following the completion of the Business Combination could be nil, as (i) all such warrants are exercisable on a cashless basis under certain circumstances and (ii) the public warrants may be redeemed for $0.01 per warrant under certain circumstances. For further information on the circumstances in which the public warrants, the private placement warrants and the forward warrants may be exercised on a cashless basis, please see the section entitled “Description of New TradeZero Securities.” For further information regarding our post-combination capital structure, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

•        Our management and Board considered various factors in determining whether to approve the Merger Agreement and the Business Combination. For more information about our decision-making process, see the section entitled “The Business Combination Proposal — Dune’s Board of Directors’ Reasons for the Change in Recommendation to AGAINST the Business Combination.

•        Pursuant to our Current Charter, in connection with the Business Combination, holders of our public shares may elect to have their public shares redeemed for cash at the applicable redemption price per share calculated in accordance with our Current Charter. As of December 31, 2021, the estimated per share redemption price would have been approximately $10.00. If a holder exercises its redemption rights, then such holder will be exchanging its shares of our common stock for cash and will no longer own shares

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of the post-combination company and will not participate in the future growth of the post-combination company, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our Transfer Agent, Continental, at least two business days prior to the scheduled vote at the Special Meeting. Please see the section entitled “Special Meeting of Dune Stockholders — Redemption Rights.”

•        In addition to voting on the proposal to adopt the Merger Agreement and approve the transactions contemplated thereunder, including the Business Combination, at the Special Meeting, Dune stockholders will be asked to vote on:

(a)     Proposal No. 2 — The Stock Issuance Proposal — a proposal to approve, for the purposes of complying with the applicable listing rules of Nasdaq, (x) the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the Business Combination, consisting of the issuance of (i) shares of New TradeZero Common Stock to the TradeZero stockholders pursuant to the terms of the Merger Agreement and (ii) any shares of New TradeZero Common Stock pursuant to subscription agreements we may enter into prior to the Closing, as permitted by the Merger Agreement, and (y) the issuance of shares of New TradeZero Common Stock to the TradeZero stockholders in connection with the Business Combination that would result in the TradeZero stockholders owning more than 20% of the New TradeZero Common Stock, or more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules;

(b)    Proposal Nos. 3(A) – 3(C) — The Charter Amendment Proposals — to consider and vote upon three separate proposals to amend and restate, and further amend, the Company’s amended and restated certificate of incorporation, dated December 17, 2020 (the “Current Charter”), as follows:

•        Charter Amendment Proposal A —  a proposal to approve and adopt the second amended and restated certificate of incorporation of New TradeZero (the “Proposed Charter”), a copy of which is attached to this proxy statement as Annex B (other than the proposals addressed in Charter Amendment Proposal B and Charter Amendment Proposal C), which, if approved, would amend and restate the Current Charter, and would take effect upon the Closing (“Charter Amendment Proposal A”); and

•        Charter Amendment Proposal B —  a proposal to approve and adopt an amendment to the Proposed Charter to increase the number of authorized shares of New TradeZero Common Stock from 380,000,000 shares to 550,000,000 shares of New TradeZero Common Stock and the total number of authorized shares from 401,000,000 shares to 551,000,000 shares (“Charter Amendment Proposal B”); and

•        Charter Amendment Proposal C —  a proposal to provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware (the “DGCL”), which, if approved, will both be in effect upon the Closing (“Charter Amendment Proposal C”, and together with Charter Amendment Proposal A and Charter Amendment Proposal B, the “Charter Amendment Proposals”).

(c)     Proposal Nos. 4(A) – 4(G) The Advisory Charter Proposals — to consider and vote upon a series of proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the SEC as seven separate sub-proposals:

(a)     Advisory Charter Proposal A — under the Proposed Charter, members of the New TradeZero Board may be removed from office only for cause and only by the affirmative vote of the holders of at least two-thirds (662/3%) of the voting power of all of the then outstanding shares of voting stock of New TradeZero, subject to the rights of the holders of one or more series of preferred stock and any rights and obligations under the Board Nomination Agreement;

(b)    Advisory Charter Proposal B — under the Proposed Charter, until the Voting Threshold Date, any actions required to be taken or permitted to be taken by the New TradeZero stockholders may be taken by written consent signed by New TradeZero stockholders having not less than the minimum

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number of votes that would be necessary to authorize such action at a meeting, as opposed to the Current Charter, which provides that only the holders of Class B common stock have the right to take action by written consent;

(c)     Advisory Charter Proposal C — under the Proposed Charter, any amendment to the New TradeZero Bylaws will require approval of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New TradeZero;

(d)    Advisory Charter Proposal D — under the Proposed Charter, New TradeZero will not be governed by Section 203 of the DGCL;

(e)     Advisory Charter Proposal E — under the Proposed Charter, the affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New TradeZero will be required for amendments of certain provisions of the Proposed Charter relating to: (i) classification and election of the New TradeZero Board, removal of directors from office, and filling vacancies on the New TradeZero Board, (ii) actions taken by the stockholders of New TradeZero, (iii) exculpation of personal liability of a director of New TradeZero and indemnification of persons serving as directors or officers of New TradeZero, (iv) forum for certain legal actions, (v) renunciation of certain corporate opportunities, (vi) amendments to the Proposed Charter and New TradeZero Bylaws, and (vii) the election not to be governed by Section 203 of the DGCL;

(f)     Advisory Charter Proposal F — under the Proposed Charter, special meetings of stockholders for any purpose or purposes may be called at any time only by the New TradeZero Board, the chairperson of the New TradeZero Board, or the Chief Executive Officer of New TradeZero; providedhowever, that prior to the Voting Threshold Date, special meetings of stockholders for any purpose or purposes may also be called by or at the request of the Principal Stockholders (acting by holders of a majority of the New TradeZero Common Stock held by the Principal Stockholders); and

(g)    Advisory Charter Proposal G — the Proposed Charter does not include provisions applicable only to blank check companies and to operations as a SPAC because, upon consummation of the Business Combination, the combined company will not be a SPAC. In addition, the provisions in the Current Charter requiring that Dune have net tangible assets of at least $5,000,001 immediately prior to a Business Combination (as defined in the Current Charter) will not be applicable to the combined company following consummation of the Business Combination.

(d)    Proposal No. 5 — The Incentive Plan Proposal — a proposal to approve and adopt the Incentive Plan, a copy of which is attached to this proxy statement as Annex C;

(e)     Proposal No. 6 — The ESPP Proposal — a proposal to approve and adopt the ESPP, a copy of which is attached to this proxy statement as Annex D;

(f)     Proposal No. 7 — The Director Election Proposal — a proposal to elect nine directors to serve staggered terms on the New TradeZero Board until the 2023, 2024 and 2025 annual meeting of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal; and

(g)    Proposal No. 8 — The Adjournment Proposal — A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of any of the Condition Precedent Proposals or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived.

Each of these proposals is more fully described in this proxy statement, which you are encouraged to read carefully. Under the Merger Agreement, the Closing is conditioned upon the approval of the Business Combination Proposal, Charter Amendment Proposal A, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal (collectively, the “Condition Precedent Proposals”) and each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. Charter Amendment Proposal B and Charter Amendment Proposal C are conditioned on the approval of the Condition Precedent Proposals. The Advisory Charter Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal. If our stockholders do

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not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated. By contrast, approval of each of the other proposals in this proxy statement (i.e., Charter Amendment Proposal B, Charter Amendment Proposal C, the Advisory Charter Proposals, and the Adjournment Proposal) is not a condition to the consummation of the Business Combination.

•        Our Board has decided to increase the size of the Board from five to nine directors if the Business Combination is completed. For more information, please see the section entitled “New TradeZero Management After the Business Combination.”

•        Unless waived by the parties to the Merger Agreement, and subject to applicable law, the Closing is subject to a number of conditions set forth in the Merger Agreement including, among others, the Available Closing SPAC Cash condition equaling or exceeding $80,000,000 after giving effect to the redemption of any shares of Dune Class A Common Stock in connection with the stockholder vote to approve the Business Combination. For more information about the Closing conditions to the Business Combination, please see the section entitled “The Merger Agreement — Conditions to Closing — Conditions to Each Party’s Obligations.”

•        The Merger Agreement may be terminated at any time prior to the consummation of the Business Combination upon agreement of the parties thereto, or by Dune or TradeZero in specified circumstances. For more information about the termination rights under the Merger Agreement, please see the section entitled “The Merger Agreement — Termination.”

•        The proposed Business Combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

•        In considering the recommendation of our Board to vote against the Business Combination, Dune stockholders should be aware that aside from their interests as stockholders, our Sponsor and certain members of our Board and management have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Dune stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        Our Sponsor will lose its entire investment in us if we do not complete a business combination by June 22, 2022 (unless extended by Dune stockholders in accordance with the Current Charter) (such period of time in which Dune must complete its initial business combination, the “Completion Window”).

•        Prior to the IPO, the Sponsor paid $25,000 in consideration for 4,312,500 founder shares, or approximately $0.006 per share. The 4,312,500 founder shares have an aggregate market value of approximately $             based upon the closing per share price of $             on Nasdaq on             , 2022, the record date.

•        Simultaneously with the consummation of our IPO, we sold 4,850,000 warrants, each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $1.00 per warrant for an aggregate of $4,850,000 to our Sponsor. Upon the closing, each warrant will become exercisable to purchase one share of New TradeZero Common Stock at $11.50 commencing 30 days following the Closing. Such warrants have an aggregate market value of approximately $             based upon the closing per warrant price of $             on Nasdaq on             , 2022, the record date.

•        In total, our Sponsor paid an aggregate of $4,875,000 to purchase securities with an aggregate market value of approximately $             based upon closing prices on Nasdaq on             , 2022, the record date (without taking into account any diminution in value resulting from the transfer restrictions on such securities).

•        Our Sponsor and our officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of the Business Combination. In addition, our Sponsor and our officers and directors have agreed to

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waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if Dune fails to complete a business combination within the Completion Window. There will be no redemption rights or liquidating distributions with respect to the private placement warrants or public warrants, which will expire worthless if we fail to complete our initial business combination within the Completion Window. Our Sponsor and our officers and directors did not receive separate consideration for their waiver of redemption rights other than the receipt of founder shares for a nominal purchase price.

•        The nominal purchase price paid by the Sponsor for the founder shares may result in significant dilution to the implied value of the public shares upon consummation of the Business Combination. In addition, the value of the founder shares following the Closing is likely to be substantially higher than the nominal price paid for them, even if the trading price of the public shares is substantially less than $10.00 per share. As a result, the Sponsor is likely able to recoup its investment in us and make a substantial profit on that investment, even if our public shares have lost significant value. Accordingly, the Sponsor and our officers and directors may have an economic incentive that differs from that of our public stockholders to pursue and consummate an initial business combination rather than to liquidate and to return all of the cash in the Trust Account to the public stockholders, even if that business combination were with a riskier or less-established target business.

•        Carter Glatt, our Chief Executive Officer and Director, and William Nance, our Director, are expected to serve as directors of New TradeZero after the Closing. As such, in the future, they may receive any cash fees, stock options or stock awards that the New TradeZero Board determines to pay its directors and/or officers.

•        In connection with the Closing, we will enter into the A&R Registration Rights Agreement, which will provide certain of the Company’s stockholders, including the holders of the founder shares, private placement warrants and shares of New TradeZero Common Stock issuable upon conversion of the founder shares and private placement warrants, with registration rights.

•        In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.

•        In connection with the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to us and remain outstanding. As of the date of this proxy statement, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

•        Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

•        Upon the Closing, subject to the terms and conditions of the Merger Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by us from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Such reimbursable out-of-pocket expenses, if any, are not expected to be material. As of         , the total aggregate amount of out-of-pocket expenses expected to be repaid by Dune upon consummation of the Business Combination is $        .

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•        Upon the completion of the Business Combination, Cantor Fitzgerald & Co (“Cantor”) and Needham & Company (“Needham”), who acted as Dune’s underwriters in the IPO, will be entitled to an aggregate deferred underwriting commission of $6,037,500. Additionally, PJT Partners LP (“PJT”), a global investment advisory firm, who acted as Dune’s financial advisor in connection with the Business Combination, and Appleby Capital (“Appleby”), 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. None of Cantor, Needham, PJT or Appleby will receive such fees unless the Business Combination is successfully completed.

•        Given the differential in the purchase price that our Sponsor paid for the founder shares as compared to the price of the units sold in Dune’s IPO, our Sponsor and its affiliates may earn a positive rate of return on their investment even if the New TradeZero Common Stock trades below the price initially paid for the units in Dune’s IPO and the public stockholders experience a negative rate of return following the completion of the Business Combination.

•        Pursuant to the Sponsor Agreement, Dune has agreed to indemnify the Sponsor for a period of six years after the Closing against any claims directly relating to the Business Combination arising from the Sponsor’s ownership of Dune’s equity securities or its control or ability to influence Dune, subject to certain limited exceptions.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. Dune urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement.

Q:     Why am I receiving this proxy statement?

A:     We are proposing to consummate the Business Combination with TradeZero. On October 12, 2021, we entered into the Merger Agreement with Dune, Merger Sub, Merger Sub II and TradeZero, the terms of which are described in this proxy statement. A copy of the Merger Agreement and the First Amendment are attached hereto as Annex A and Annex E, respectively. We urge our stockholders to read the Merger Agreement and the First Amendment in their entirety.

The Merger Agreement must be adopted by our stockholders in accordance with the DGCL and our Current Charter. We are holding a Special Meeting to obtain that approval. Our stockholders will also be asked to vote on certain other matters described in this proxy statement at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of any of the Condition Precedent Proposals or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived.

THE VOTE OF DUNE STOCKHOLDERS IS IMPORTANT. DUNE STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Q:     Why is Dune proposing the Business Combination?

A:     We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

TradeZero owns TradeZero Bahamas, a Nassau, Bahamas based broker-dealer serving international clients since 2015, TradeZero America, a U.S. broker-dealer serving U.S. clients since 2019 and TradeZero Canada, a Canadian broker-dealer, which recently began serving Canadian clients in of March of 2022. TradeZero America is a member of the NYSE, NYSE Arca, Inc., NYSE American LLC, Cboe EDGX Exchange, Inc., Nasdaq and Nasdaq BX Exchanges. Through its broker-dealer subsidiaries, TradeZero offers retail clients access to commission-free stock trading and direct market center access to U.S. equities and equity options trading. TradeZero’s U.S. broker-dealer subsidiary also offers commission-free equity options trading. All commission-free plans are subject to various conditions described on the applicable broker-dealers’ websites, which conditions are subject to change in the future, and TradeZero also provides similar commission-based access. TradeZero provides its clients with an advanced suite of desktop, web-based and mobile software platforms, all of which include its proprietary TradeZero Short Locator (U.S. patent pending). TradeZero’s innovative features and capabilities for stock shorting accommodate all types of retail clients, especially the active trader.

Based on its due diligence investigations of TradeZero and the industries in which it operates, including the financial and other information provided by TradeZero in the course of our due diligence investigations, our Board believes that the Business Combination with TradeZero is in our best interests and of those of our stockholders and presents an opportunity to increase stockholder value. However, there can be no assurances of this.

Although our Board believes that the Business Combination with TradeZero presents a unique business combination opportunity and is in the best interests of Dune and its stockholders, our Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — Dune’s Board of Directors’ Reasons for the Change in Recommendation to AGAINST the Business Combination” for a discussion of the factors considered by our Board in making its decision.

Q:     When and where will the Special Meeting take place?

A:     Our Special Meeting will be held on             , 2022, at             , New York City time, in virtual format at https://www.cstproxy.com/duneacq/2022.

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In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, our Board determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast. Our Board believes that this is the right choice for Dune and our stockholders at this time, as it permits our stockholders to attend and participate in the Special Meeting while safeguarding the health and safety of our stockholders, directors and management team. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/duneacq/2022. To participate in the virtual meeting, you will need a 12-digit control number assigned by Continental. The meeting webcast will begin promptly at             , New York City time. We encourage you to access the meeting prior to the start time and you should allow ample time for the check-in procedures. Because the Special Meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Q:     What matters will be considered at the Special Meeting?

A:     Our stockholders will be asked to consider and vote on the following proposals:

(a)     Proposal No. 1 — The Business Combination Proposal — a proposal to adopt the Merger Agreement, as amended by the First Amendment, and the transactions contemplated thereby, in the forms attached to this proxy statement as Annex A and Annex E, respectively;

(b)    Proposal No. 2 — The Stock Issuance Proposal — a proposal to approve, for the purposes of complying with the applicable listing rules of Nasdaq, (x) the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the Business Combination, consisting of the issuance of (i) shares of New TradeZero Common Stock to the TradeZero stockholders pursuant to the terms of the Merger Agreement and (ii) any shares of New TradeZero Common Stock pursuant to subscription agreements we may enter into prior to the Closing, as permitted by the Merger Agreement, and (y) the issuance of shares of New TradeZero Common Stock to the TradeZero stockholders in connection with the Business Combination that would result in the TradeZero stockholders owning more than 20% of the New TradeZero Common Stock, or more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules;

(c)     Proposal Nos. 3(A) — 3(C) — The Charter Amendment Proposals — to consider and vote upon three separate proposals to amend and restate, and further amend the Current Charter, as follows:

•        Charter Amendment Proposal A —  a proposal to approve and adopt the Proposed Charter, a copy of which is attached to this proxy statement as Annex B (other than the proposals addressed in Charter Amendment Proposal B and Charter Amendment Proposal C), which, if approved, would amend and restate the Current Charter, and would take effect upon the Closing; and

•        Charter Amendment Proposal B —  a proposal to approve and adopt an amendment to the Proposed Charter to increase the number of authorized shares of New TradeZero Common Stock from 380,000,000 shares to 550,000,000 shares of New TradeZero Common Stock and the total number of authorized shares from 401,000,000 shares to 551,000,000 shares; and

•        Charter Amendment Proposal C — a proposal to provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL, which, if approved, will both be in effect upon the Closing.

(d)    Proposal Nos. 4(A) — 4(G) — The Advisory Charter Proposals — to consider and vote upon a series of proposals to approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the SEC as seven separate sub-proposals:

(a)     Advisory Charter Proposal A — under the Proposed Charter, members of the New TradeZero Board may be removed from office only for cause and only by the affirmative vote of the holders of at least two-thirds (662/3%) of the voting power of all of the then outstanding shares of voting stock of New TradeZero, subject to the rights of the holders of one or more series of preferred stock and any rights and obligations under the Board Nomination Agreement;

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(b)    Advisory Charter Proposal B — under the Proposed Charter, until the Voting Threshold Date, any actions required to be taken or permitted to be taken by the New TradeZero stockholders may be taken by written consent signed by New TradeZero stockholders having not less than the minimum number of votes that would be necessary to authorize such action at a meeting, as opposed to the Current Charter, which provides that only the holders of Class B common stock have the right to take action by written consent;

(c)     Advisory Charter Proposal C — under the Proposed Charter, any amendment to the New TradeZero Bylaws will require approval of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New TradeZero;

(d)    Advisory Charter Proposal D — under the Proposed Charter, New TradeZero will not be governed by Section 203 of the DGCL;

(e)     Advisory Charter Proposal E — under the Proposed Charter, the affirmative vote of the holders of at least two-thirds (662/3%) of the voting power of all of the then outstanding shares of voting stock of New TradeZero will be required for amendments of certain provisions of the Proposed Charter relating to: (i) classification and election of the New TradeZero Board, removal of directors from office, and filling vacancies on the New TradeZero Board, (ii) actions taken by the stockholders of New TradeZero, (iii) exculpation of personal liability of a director of New TradeZero and indemnification of persons serving as directors or officers of New TradeZero, (iv) forum for certain legal actions, (v) renunciation of certain corporate opportunities, (vi) amendments to the Proposed Charter and New TradeZero Bylaws, and (vii) the election not to be governed by Section 203 of the DGCL;

(f)     Advisory Charter Proposal F — under the Proposed Charter, special meetings of stockholders for any purpose or purposes may be called at any time only by the New TradeZero Board, the chairperson of the New TradeZero Board, or the Chief Executive Officer of New TradeZero; providedhowever, that prior to the Voting Threshold Date, special meetings of stockholders for any purpose or purposes may also be called by or at the request of the Principal Stockholders (acting by holders of a majority of the New TradeZero Common Stock held by the Principal Stockholders).

(g)    Advisory Charter Proposal G — the Proposed Charter does not include provisions applicable only to blank check companies and to operations as a SPAC because, upon consummation of the Business Combination, the combined company will not be a SPAC. In addition, the provisions in the Current Charter requiring that Dune have net tangible assets of at least $5,000,001 immediately prior to a Business Combination (as defined in the Current Charter) will not be applicable to the combined company following consummation of the Business Combination.

(e)     Proposal No. 5 — The Incentive Plan Proposal — a proposal to approve and adopt the Incentive Plan, a copy of which is attached to this proxy statement as Annex C;

(f)     Proposal No. 6 — The ESPP Proposal — a proposal to approve and adopt the ESPP, a copy of which is attached to this proxy statement as Annex D;

(g)    Proposal No. 7 — The Director Election Proposal — a proposal to elect nine directors to serve staggered terms on the New TradeZero Board until the 2023, 2024 and 2025 annual meeting of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal; and

(h)    Proposal No. 8 — The Adjournment Proposal — a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of any of the Condition Precedent Proposals or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived.

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Q:     Are the proposals conditioned on one another?

A:     Under the Merger Agreement, the Closing is conditioned upon the approval of each of the Condition Precedent Proposals, and each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. Charter Amendment Proposal B and Charter Amendment Proposal C are conditioned on the approval of the Condition Precedent Proposals. The Advisory Charter Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal. If our stockholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated. By contrast, approval of each of the other proposals in this proxy statement (i.e., Charter Amendment Proposal B, Charter Amendment Proposal C, the Advisory Charter Proposals, and the Adjournment Proposal) is not a condition to the consummation of the Business Combination.

It is important for you to note that in the event that if any of the Condition Precedent Proposals do not receive the requisite vote for approval, we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by the applicable deadline, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

Q:     Why is Dune providing its stockholders with the opportunity to vote in the Business Combination?

A:     Under our Current Charter, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote, rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the Closing. The adoption of the Merger Agreement is required under Delaware law and the approval of the Business Combination is required under our Current Charter. In addition, such approval is also a condition to the Closing under the Merger Agreement.

Q:     What will happen in connection with the Business Combination?

A:     If the Merger Agreement is adopted by Dune’s stockholders and the transactions thereunder are consummated, Merger Sub will merge with and into TradeZero, with TradeZero surviving the merger as a direct, wholly-owned subsidiary of New TradeZero. Although TradeZero has the option to consummate the Second Merger, it does not currently intend to do so

Q:     How has the announcement of the Business Combination affected the trading price of Dune’s common stock?

A:     On Monday, October 11, 2021, the trading date before the public announcement of the Business Combination, Dune’s units, public shares and warrants closed at $10.26, $9.87 and $0.80, respectively. On             , 2022, the trading date immediately prior to the date of this proxy statement, Dune’s units, public shares and warrants closed at $            , $             and $            , respectively.

Q:     How will the Business Combination impact the New TradeZero Common Stock outstanding after the Closing?

A:     After the Business Combination and the consummation of the transactions contemplated thereby, the amount of New TradeZero Common Stock outstanding will increase by approximately           % to approximately 71,562,500 shares of common stock (assuming that no Dune Shares are redeemed and excluding the Earn Out Shares). Additionally, immediately prior to the Closing, the existing holders of TradeZero Common Stock will receive a cash disbursement from the funds released from the Trust Account equal to the lesser of (i) the difference between TradeZero’s cash balance at Closing and $10,000,000 and (ii) $30,000,000. On or as soon as practicable following the Closing, New TradeZero will grant the RSU Earn Out Awards, and the holders of TradeZero Common Stock immediately prior to the Closing and the holders of the RSU Earn Out Awards will have the right to receive a pro-rata share of up to 9,000,000 Earn Out Shares upon the occurrence of certain earn-out triggering events, as follows: (i) 3,000,000 Earn Out Shares upon the date on which the Share Price is equal to or greater than $12.00 per share during the Earn Out Period; (ii) 3,000,000 Earn Out Shares upon

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the date on which the Share Price is equal to or greater than $15.00 per share during the Earn Out Period; and (iii) 3,000,000 Earn Out Shares upon the date on which the Share Price is equal to or greater than $18.00 per share during the Earn Out Period.

In accordance with the terms and subject to the conditions of the Merger Agreement, at the Closing, (i) each issued and outstanding share of TradeZero Common Stock will automatically be converted into a number of shares of New TradeZero Common Stock equal to the Exchange Ratio, (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 (including with respect to vesting and acceleration, if any) to be governed by the Incentive Plan and with respect to a number of shares of New TradeZero Common Stock equal to the product of (1) the number of shares of TradeZero Common Stock underlying the original award and (2) the Exchange Ratio and (iii) and all of the outstanding TradeZero stock option awards will be converted into New TradeZero stock option awards on the same terms and conditions as the existing award (including with respect to vesting and acceleration, if any) to be governed by the Incentive Plan and with respect to a number of shares of New TradeZero Common Stock equal to the product of (aa) the number of shares of TradeZero Common Stock underlying the original award and (bb) the Exchange Ratio and an exercise price per share of New TradeZero Common Stock subject to the award equal to (i) the existing exercise price of the award divided by (ii) the Exchange Ratio.

Q:     Is the Business Combination the first step in a “going private” transaction?

A:     No. The Company does not intend for the Business Combination to be the first step in a “going private” transaction. In fact, one of the primary purposes of the Business Combination is to provide a platform for TradeZero to access the U.S. public markets.

Q:     Will the management of TradeZero change in the Business Combination?

A:     We anticipate that all of the executive officers of TradeZero serving as of the date hereof will remain with the post-Business Combination company. The current directors of the Company will resign at the time of the Business Combination, other than Carter Glatt and William Nance, who have been nominated, subject to the approval of the Director Election Proposal, to serve as directors of New TradeZero. The remaining director nominees will be designated in accordance with the Director Election Proposal. Please see the section entitled “Management After the Business Combination — Directors and Officers.”

Q:     Will Dune obtain new financing in connection with the transaction?

A:     No. Dune does not currently intend to seek new financing in connection with the Business Combination.

Q:     Are there any arrangements to help ensure that Dune will have sufficient funds, together with the proceeds in the Trust Account, to fund the aggregate purchase price?

A:     No. Unless waived by TradeZero, the Merger Agreement provides that TradeZero’s obligation to consummate the Business Combination is conditioned on the funds in the Trust Account or other available cash (including any potential financing conducted by Dune as permitted under the Merger Agreement or the net proceeds obtained by TradeZero as a result of any debt financing arrangements that remain outstanding following the Closing), being equal to no less than an aggregate amount of $80,000,000 after giving effect to the redemption of any shares of Dune Class A Common Stock in connection with the stockholder vote to approve the Business Combination. The Company will use the funds in the Trust Account, to pay certain fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by the Company and other parties to the Merger Agreement in connection with the transactions contemplated by the Merger Agreement, including the Business Combination.

Q:     Why is Dune proposing the Charter Amendment Proposals?

A:     The Proposed Charter provides for certain amendments to our Current Charter. Pursuant to Delaware law, we are required to submit the Charter Amendment Proposals to the Company’s stockholders for adoption. The Proposed Charter will not be adopted if the other Condition Precedent Proposals are not consummated; however, approval of each of Charter Amendment Proposal B and Charter Amendment Proposal C are not Condition Precedent Proposals. Therefore, the Business Combination can still be consummated if the Condition Precedent Proposals

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are all approved but Charter Amendment Proposal B and Charter Amendment Proposal C fails to gain sufficient votes. For additional information please see the section entitled “Proposal Nos. 3(A) 3(C) — The Charter Amendment Proposals.”

Q:     Why is Dune proposing the Incentive Plan Proposal?

The purpose of the Incentive Plan Proposal is to further align the interests of the eligible participants with those of Dune stockholders by providing long-term incentive compensation opportunities tied to the performance of New TradeZero. Please see the section entitled “Proposal No. 5 — The Incentive Plan Proposal” for additional information.

Q:     Why is Dune proposing the ESPP Proposal?

The purpose of the ESPP Proposal is to provide eligible employees with an opportunity to increase their proprietary interest in the success of New TradeZero by purchasing New TradeZero Common Stock on favorable terms and to pay for such purchases through payroll deductions. Dune believes that, by providing eligible employees with an opportunity to increase their proprietary interest in the success of New TradeZero, the ESPP will motivate participants to offer their maximum effort to New TradeZero and help focus them on the creation of long-term value consistent with the interests of New TradeZero’s stockholders. For more information about the ESPP, please see the section entitled “Proposal No. 6 — The ESPP Proposal”.

Q:     Is my vote important?

A:     Yes. The Business Combination cannot be completed unless the Merger Agreement is adopted by our stockholders holding a majority of the votes cast by holders of shares of Dune Class A Common Stock and Dune Class B Common Stock on such proposal and the other Condition Precedent Proposals achieve the necessary vote outlined below. Only our stockholders as of the close of business on             , 2022, the record date for the Special Meeting, are entitled to vote at the Special Meeting.

Our Board previously unanimously recommended that Dune stockholders vote “FOR” each of the proposals to be voted upon at the Special Meeting. However, as announced on May 2, 2022, our Board has determined that the Business Combination is NOT advisable or fair to, or in the best interest of, Dune and its stockholders. This constitutes a change from the Dune Board’s initial recommendation. Now, the Dune Board unanimously recommends that you vote “AGAINST” the approval of the Business Combination Proposal, “AGAINST” the approval of the Charter Amendment Proposals, “AGAINST” the approval, on an advisory basis, of the Advisory Charter Proposals, “AGAINST” the approval of the Stock Issuance Proposal, “AGAINST” the approval of the Incentive Plan Proposal, “AGAINST” the election of each of the director nominees to the Board and “AGAINST” the approval of the Adjournment Proposal. For more information on the Dune Board’s recommendation, see “The Business Combination Proposal — Dune’s Board of Directors’ Reasons for the Change in Recommendation to AGAINST the Business Combination”.

Q:     What is the difference between a stockholder of record and “street name” holder?

A:     If your shares are registered directly in your name with the Company’s Transfer Agent, Continental, you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in “street name.” Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Q:     If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

A:     No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As

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a result, your public shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     What stockholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?

A:     The Business Combination Proposal. Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock and Dune Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Abstentions and broker non-votes have no effect on the proposal. Our Sponsor has agreed to vote their Dune Shares in favor of the Business Combination. Our Sponsor currently holds 20% of our outstanding Shares. Accordingly, if all of our outstanding Shares were to be voted, we would only need the additional affirmative vote of shares representing approximately 37.5% the outstanding shares in order to approve the Business Combination Proposal. Because the Business Combination Proposal only requires a majority of the votes cast at the Special Meeting in order to be approved and because a quorum will exist at the Special Meeting if a majority of the outstanding Dune Shares as of the record date are present, the Business Combination Proposal could be approved by the additional affirmative vote of shares representing as little as 6.25% of the outstanding shares.

The Stock Issuance Proposal.    Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock and Dune Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Abstentions and broker non-votes have no effect on the proposal.

Charter Amendment Proposal A.    Approval of Charter Amendment Proposal A requires the affirmative vote of holders of a majority of the outstanding shares of Dune Class A Common Stock and Dune Class B Common Stock entitled to vote thereon at the Special Meeting, voting as a single class. The failure to vote, abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.

Charter Amendment Proposal B.    Approval of Charter Amendment Proposal B requires the affirmative vote of holders of a majority of the outstanding shares of Dune Class A Common Stock. The failure to vote, abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.

Charter Amendment Proposal C.    Approval of Charter Amendment Proposal C requires the affirmative vote of holders of a majority of the outstanding shares of Dune Class A Common Stock. The failure to vote, abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.

The Advisory Charter Proposals.    Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock and Dune Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Abstentions and broker non-votes have no effect on any of the Advisory Charter Proposals.

The Incentive Plan Proposal.    Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock and Dune Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Abstentions and broker non-votes have no effect on the proposal.

The ESPP Proposal.    Approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock and Dune Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Abstentions and broker non-votes have no effect on the proposal.

The Director Election Proposal.    The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the shares of Dune Class A Common Stock and Dune Class B Common Stock cast by the Company’s stockholders present in person or by proxy at the virtual Special

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Meeting and entitled to vote thereon, voting as a single class. This means that each of the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Dune stockholders may not cumulate their votes with respect to the election of directors. Abstentions and broker non-votes have no effect on the proposal.

The Adjournment Proposal.    Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by Dune stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the proposal.

Q:     What will TradeZero’s equity holders receive in connection with the Business Combination?

A:     In accordance with the terms and subject to the conditions of the Merger Agreement, at the Closing, (i) each issued and outstanding share of TradeZero Common Stock will automatically be converted into a number of shares of New TradeZero Common Stock equal to the Exchange Ratio, (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 (including with respect to vesting and acceleration, if any) to be governed by the Incentive Plan and with respect to a number of shares of New TradeZero Common Stock equal to the product of (1) the number of shares of TradeZero Common Stock underlying the original award and (2) the Exchange Ratio and (iii) and all of the outstanding TradeZero stock option awards will be converted into New TradeZero stock option awards on the same terms and conditions as the existing award (including with respect to vesting and acceleration, if any) to be governed by the Incentive Plan and with respect to a number of shares of New TradeZero Common Stock equal to the product of (aa) the number of shares of TradeZero Common Stock underlying the original award and (bb) the Exchange Ratio and an exercise price per share of New TradeZero Common Stock subject to the award equal to (i) the existing exercise price of the award divided by (ii) the Exchange Ratio.

In addition, immediately prior to the Closing, the existing holders of TradeZero Common Stock will receive a cash disbursement from the funds released from the Trust Account equal to the lesser of (i) the difference between TradeZero’s cash balance at Closing and $10,000,000 and (ii) $30,000,000. On or as soon as practicable following the Closing, New TradeZero will grant the RSU Earn Out Awards, and the holders of TradeZero Common Stock immediately prior to the Closing and the holders of the RSU Earn Out Awards will have the right to receive a pro-rata share of up to 9,000,000 Earn Out Shares upon the occurrence of certain earn-out triggering events, as follows: (i) 3,000,000 Earn Out Shares upon the date on which the Share Price is equal to or greater than $12.00 per share during the Earn Out Period; (ii) 3,000,000 Earn Out Shares upon the date on which the Share Price is equal to or greater than $15.00 per share during the Earn Out Period; and (iii) 3,000,000 Earn Out Shares upon the date on which the Share Price is equal to or greater than $18.00 per share during the Earn Out Period. For more detailed information on the stock consideration see “The Business Combination Proposal — Consideration to TradeZero Stockholders” and “The Business Combination Proposal — Sources and Uses of Funds for the Business Combination.”

Q:     What equity stake will current Dune stockholders and TradeZero stockholders hold in New TradeZero immediately after the consummation of the Business Combination?

A:     It is anticipated that, upon completion of the Business Combination, the ownership interests in New TradeZero will be as set forth in the table below.

The ownership interests in New TradeZero after the Business Combination, assuming that the maximum number of 9,251,997 public shares are redeemed (with the number of redemptions being determined by assuming that the redemption price is $10.00 per share and that the maximum number of redemptions which may occur is that number that still enables the Available Closing SPAC Cash condition under the Merger Agreement to be satisfied, assuming no other available cash of Dune, including any potential financing conducted by Dune as permitted under the Merger Agreement or any net proceeds obtained by TradeZero as a result of any debt financing arrangements that remain outstanding following the Closing), assuming the Closing occurs in the first half of 2022, has been determined based on the capitalization of each of Dune and TradeZero as of December 31, 2021, assuming consummation of the Business Combination, which results in an assumed number of 50,000,000 shares (excluding the Earn Out Shares) of New TradeZero Common Stock being issued pursuant to the Merger Agreement and an assumed aggregate number of 71,562,500 shares of New TradeZero Common Stock issued

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and outstanding following the Closing (assuming no redemptions). For further information regarding our post-combination capital structure, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

 

Assuming No Redemptions of Public Shares

 

Assuming
25% Redemptions of Public Shares(1)

 

Assuming
50% Redemptions of Public Shares(2)

 

Assuming Maximum Redemptions of Public Shares(3)

Dune public stockholders

 

24.1

%

 

19.2

%

 

13.7

%

 

12.8

%

Dune Acquisition Holdings LLC

 

6.0

%

 

6.4

%

 

6.9

%

 

7.0

%

TradeZero Stockholders

 

69.9

%

 

74.4

%

 

79.4

%

 

80.2

%

   

100

%

 

100

%

 

100

%

 

100

%

____________

(1)      Assumes that holders of 4,312,500 public shares exercise their redemption rights in connection with the Business Combination at a redemption price of $10.00 per share.

(2)      Assumes that holders of 8,625,000 public shares exercise their redemption rights in connection with the Business Combination at a redemption price of $10.00 per share.

(3)      Assumes that holders of 9,252,100 public shares exercise their redemption rights in connection with the Business Combination at a redemption price of $10.00 per share, which is the maximum number of public shares that may be redeemed by public stockholders before the minimum cash condition in the Merger Agreement would need to be waived prior to the Closing (assuming no other available cash of Dune, including any potential financing conducted by Dune as permitted under the Merger Agreement or any net proceeds obtained by TradeZero as a result of any debt financing arrangements that remain outstanding following the Closing).

The percentages set forth above do not take into account (a) public warrants and private placement warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing 30 days after the Closing), (b) the issuance of any shares underlying New TradeZero options or other equity awards that will be held by equity holders of TradeZero following completion of the Business Combination, or (c) Earn Out Shares or RSU Earn Out Awards. If each such warrants were exercisable and exercised following the completion of the Business Combination and the Earn Out Shares were fully vested and issued, then ownership of New TradeZero would be as follows (assuming the same number of public shares are redeemed as described in the footnotes to the table immediately above):

 

Assuming No Redemptions of Public Shares

 

Assuming
25% Redemptions of Public Shares

 

Assuming
50% Redemptions of Public Shares

 

Assuming Maximum Redemptions of Public Shares(1)

Dune public stockholders

 

27.5

%

 

24.0

%

 

20.2

%

 

19.6

%

Dune Acquisition Holdings LLC

 

9.7

%

 

10.2

%

 

10.7

%

 

10.8

%

TradeZero Stockholders

 

62.8

%

 

65.8

%

 

69.1

%

 

69.6

%

   

100

%

 

100

%

 

100

%

 

100

%

____________

(1)      The maximum redemption scenario represents the maximum redemptions that may occur but which would still provide for the satisfaction of the Available Closing SPAC Cash condition in the Merger Agreement.

There are currently outstanding an aggregate of 13,475,000 warrants to acquire our Class A common stock, which comprise 4,850,000 private placement warrants held by our Sponsor and 8,625,000 public warrants. Each of our outstanding whole warrants is exercisable commencing 30 days following the Closing for one share of our Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement, if we assume that each outstanding whole warrant is exercised and one share of Dune Class A Common Stock is issued as a result of such exercise, with payment of the exercise price of $11.50 per share, our fully-diluted share capital would increase by a total of 13,475,000 shares, with approximately $154,962,500 paid to exercise the warrants.

If the actual facts are different than the assumptions set forth above, the maximum number of redemptions and the share numbers and ownership percentages set forth above will be different.

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For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:     What interests do the Sponsor and Dune’s current officers and directors have in the Business Combination?

When considering the recommendation of our Board to vote against the Business Combination Proposal, it should be noted that our directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a Dune stockholder. These interests include, among other things:

•        Our Sponsor will lose its entire investment in us if we do not complete a business combination within the Completion Window.

•        Prior to the IPO, the Sponsor paid $25,000 in consideration for 4,312,500 founder shares, or approximately $0.006 per share. The 4,312,500 founder shares have an aggregate market value of approximately $           based upon the closing per share price of $           on Nasdaq on           , 2022, the record date.

•        Simultaneously with the consummation of our IPO, we sold 4,850,000 warrants, each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $1.00 per warrant for an aggregate of $4,850,000 to our Sponsor. Upon the closing, each warrant will become exercisable to purchase one share of New TradeZero Common Stock at $11.50 commencing 30 days following the Closing. Such warrants have an aggregate market value of approximately $           based upon the closing per warrant price of $           on Nasdaq on           , 2022, the record date.

•        In total, our Sponsor paid an aggregate of $4,875,000 to purchase securities with an aggregate market value of approximately $           based upon closing prices on Nasdaq on           , 2022, the record date (without taking into account any diminution in value resulting from the transfer restrictions on such securities).

•        Our Sponsor and our officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of the Business Combination. In addition, our Sponsor and our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if Dune fails to complete a business combination within the Completion Window. There will be no redemption rights or liquidating distributions with respect to the private placement warrants or public warrants, which will expire worthless if we fail to complete our initial business combination within the Completion Window. Our Sponsor and our officers and directors did not receive separate consideration for their waiver of redemption rights other than the receipt of founder shares for a nominal purchase price.

•        The nominal purchase price paid by the Sponsor for the founder shares may result in significant dilution to the implied value of the public shares upon consummation of the Business Combination. In addition, the value of the founder shares following the Closing is likely to be substantially higher than the nominal price paid for them, even if the trading price of the public shares is substantially less than $10.00 per share. As a result, the Sponsor is likely able to recoup its investment in us and make a substantial profit on that investment, even if our public shares have lost significant value. Accordingly, the Sponsor and our officers and directors may have an economic incentive that differs from that of our public stockholders to pursue and consummate an initial business combination rather than to liquidate and to return all of the cash in the Trust Account to the public stockholders, even if that business combination were with a riskier or less-established target business.

•        Carter Glatt, our Chief Executive Officer and Director, and William Nance, our Director, are expected to serve as directors of New TradeZero after the Closing. As such, in the future, they may receive any cash fees, stock options or stock awards that the New TradeZero Board determines to pay its directors and/or officers.

•        In connection with the Closing, we will enter into the A&R Registration Rights Agreement, which will provide certain of the Company’s stockholders, including the holders of the founder shares, private placement warrants and shares of New TradeZero Common Stock issuable upon conversion of the founder shares and private placement warrants, with registration rights.

•        In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in

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the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.

•        In connection with the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to us and remain outstanding. As of the date of this proxy statement, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

•        Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

•        Upon the Closing, subject to the terms and conditions of the Merger Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by us from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Such reimbursable out-of-pocket expenses, if any, are not expected to be material. As of           , the total aggregate amount of out-of-pocket expenses expected to be repaid by Dune upon consummation of the Business Combination is $          .

•        Upon the completion of the Business Combination, Cantor and Needham, who acted as Dune’s underwriters in the IPO, will be entitled to an aggregate deferred underwriting commission of $6,037,500. Additionally, PJT, who acted as Dune’s financial advisor in connection with the Business Combination, and Appleby, 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. None of Cantor, Needham, PJT or Appleby will receive such fees unless the Business Combination is successfully completed.

•        Given the differential in the purchase price that our Sponsor paid for the founder shares as compared to the price of the units sold in Dune’s IPO, our Sponsor and its affiliates may earn a positive rate of return on their investment even if the New TradeZero Common Stock trades below the price initially paid for the units in Dune’s IPO and the public stockholders experience a negative rate of return following the completion of the Business Combination.

•        Pursuant to the Sponsor Agreement, Dune has agreed to indemnify the Sponsor for a period of six years after the Closing against any claims directly relating to the Business Combination arising from the Sponsor’s ownership of Dune’s equity securities or its control or ability to influence Dune, subject to certain limited exceptions.

These financial interests of our Sponsor, officers and directors and entities affiliated with them may have influenced their decision to approve the Business Combination. In addition, upon the Closing,            will receive M&A advisory fees and capital markets advisory fees, together in an aggregate amount of $          , and financing fees of $           from TradeZero. You should consider these interests when evaluating the Business Combination and the recommendation of our Board to vote against the Business Combination Proposal and other proposals to be presented to the stockholders.

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     A total of $172,500,000, including approximately $6,037,500 of underwriters’ deferred discount and $4,850,000 of the proceeds of the sale of the private placement warrants, was placed in a Trust Account maintained by Continental, acting as Trustee. As of March 31, 2022, there were investments and cash held in the Trust Account of $172,500,855. These funds will not be released until the earlier of Closing or the redemption of our public shares if we are unable to complete an initial Business Combination within the Completion Window, although we may withdraw the interest earned on the funds held in the Trust Account to pay franchise and income taxes.

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Q:     What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?

A:     Dune stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. The consummation of the Business Combination is conditioned upon, among other things, Dune satisfying the Available Closing SPAC Cash condition (though this condition may be waived by mutual agreement of Dune and TradeZero). Dune intends to notify its stockholders by press release promptly if this condition is waived. In addition, with fewer public shares and public stockholders, the trading market for New TradeZero Common Stock may be less liquid than the market for Dune Class A Common Stock was prior to consummation of the Business Combination and New TradeZero may not be able to meet the listing standards for NYSE or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into TradeZero’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account as opposed to the scenario in which the public stockholders exercise the maximum allowed redemption rights.

The table below presents the trust value per share to a public stockholder that elects not to redeem across a range of varying redemption scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still provide for the satisfaction of the Available Closing SPAC Cash condition. This trust value per share includes the per share cost of the deferred underwriting commission.

 

Per Share
Value

Trust Value

 

$

172,500,855

Total Class A common stock

 

 

17,250,000

Trust Value Per Class A common stock

 

$

10.00

 

Assuming
No
Redemptions

 

Assuming
25%
Redemptions

 

Assuming
50% Redemptions

 

Assuming
Maximum
Possible
Redemptions

Redemptions ($)

 

$

 

$

43,125,000

 

$

86,250,000

 

$

92,543,075

Redemptions (shares)

 

 

 

 

4,312,500

 

 

8,625,000

 

 

9,251,997

Deferred underwriting commission

 

$

6,037,500

 

$

6,037,500

 

$

6,037,500

 

$

6,037,500

Cash left in Trust Account post redemption minus deferred underwriting commission

 

$

166,463,355

 

$

123,338,355

 

$

80,213,355

 

$

73,920,280

Class A common stock post redemption

 

 

17,250,000

 

 

12,937,500

 

 

8,625,000

 

 

7,998,003

Trust Value Per Share

 

$

9.65

 

$

9.53

 

$

9.30

 

$

9.24

The table below presents possible sources of dilution and the extent of such dilution that non-redeeming public stockholders could experience in connection with the Closing across a range of varying redemption scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still provide for the satisfaction of the Available Closing SPAC Cash condition in the Merger Agreement. In an effort to illustrate the

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extent of such dilution, the table below assumes (i) the exercise of all public warrants and private placement warrants, (ii) the conversion of 4,312,500 founder shares into New TradeZero Common Stock on a one-for-one basis, and (iii) the issuance of 50,000,000 shares of New TradeZero Common Stock to TradeZero equity holders.

 

Pro Forma Combined

   

Assuming
No
Redemption

 

Assuming
25%
Redemption

 

Assuming
50%
Redemption

 

Assuming
Maximum
Redemption

   

Shares

 

%

 

Shares

 

%

 

Shares

 

%

 

Shares

 

%

Shares issued to TradeZero equityholders

 

50,000,000

 

58.8

%

 

50,000,000

 

61.9

%

 

50,000,000

 

65.5

%

 

50,000,000

 

66.0

%

Holders of Dune’s sponsor shares

 

4,312,500

 

5.1

%

 

4,312,500

 

5.4

%

 

4,312,500

 

5.6

%

 

4,312,500

 

5.7

%

Warrants held by public stockholders

 

8,625,000

 

10.1

%

 

8,625,000

 

10.7

%

 

8,625,000

 

11.3

%

 

8,625,000

 

11.4

%

Private placement warrants

 

4,850,000

 

5.7

%

 

4,850,000

 

6.0

%

 

4,850,000

 

6.3

%

 

4,850,000

 

6.4

%

Dune’s public shareholders

 

17,250,000

 

20.3

%

 

12,937,500

 

16.0

%

 

8,625,000

 

11.3

%

 

7,998,003

 

10.5

%

Shares outstanding

 

85,037,500

 

100.0

%

 

80,725,000

 

100.0

%

 

76,412,500

 

100.0

%

 

75,785,503

 

100.0

%

The deferred underwriting commissions in connection with the IPO will be released to the underwriters only on completion of the Business Combination. The deferred underwriting commission is payable if a Business Combination is consummated without regard to the number of public shares redeemed by holders in connection with a Business Combination. The following table presents the deferred underwriting commission as a percentage of the cash left in the Trust Account following redemptions across a range of varying redemption scenarios. The maximum redemption scenario represents the maximum redemptions that may occur but which would still provide for the satisfaction of the Available Closing SPAC Cash condition.

 

Assuming
No
Redemptions

 

Assuming
25%
Redemptions

 

Assuming
50%
Redemptions

 

Assuming
Maximum
Redemptions

Deferred Underwriting Commission

 

$

6,037,500

 

 

$

6,037,500

 

 

$

6,037,500

 

 

$

6,037,500

 

Deferred Underwriting Commission as a percentage of cash left in the Trust Account Following Redemptions

 

 

3.5

%

 

 

4.9

%

 

 

7.5

%

 

 

8.2

%

Q:     What amendments will be made to the Current Charter?

A:     We are asking Dune stockholders to approve the Proposed Charter that will be effective upon the consummation of the Business Combination. The Proposed Charter provides for various changes that our Board believes are necessary to address the needs of New TradeZero. Charter Amendment Proposal A proposes, among other things: (i) the change of Dune’s name to “TradeZero Global Inc.”; (ii) changes to the required vote to amend the Current Charter and Dune’s bylaws and (iii) the elimination of certain provisions specific to Dune’s status as a blank check company. Charter Amendment Proposal B proposes increasing the total number of authorized shares of all classes of capital stock, par value of $0.0001 per share, from 401,000,000 shares, consisting of 380,000,000 shares of Dune Class A Common Stock, 20,000,000 shares of Dune Class B Common Stock and 1,000,000 shares of preferred stock, to 551,000,000 shares of New TradeZero, consisting of 550,000,000 shares of New TradeZero Common Stock and 1,000,000 shares of New TradeZero preferred stock. Charter Amendment Proposal C proposes that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of New TradeZero’s stock entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Pursuant to Delaware law and the Current Charter, Dune is required to submit the Charter Amendment Proposals to Dune’s stockholders for approval. For additional information, see the section entitled “The Charter Amendment Proposals.

Q:     Why is the Company proposing the Stock Issuance Proposal?

A:     We are proposing the Stock Issuance Proposal in order to comply with Nasdaq Listing Rules 5635(a), (b) and (d). Pursuant to the Business Combination, we may require stockholder approval in accordance with the aforementioned Nasdaq Listing Rules as a result of (x) the issuance of more than 20% of the Company’s issued

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and outstanding common stock in connection with the Business Combination, consisting of the issuance of (i) shares of New TradeZero Common Stock to the New TradeZero stockholders pursuant to the terms of the Merger Agreement and (ii) any shares of New TradeZero Common Stock pursuant to subscription agreements we may enter into prior to the Closing as permitted by the Merger Agreement, and (y) the issuance of shares of New TradeZero Common Stock to the New TradeZero stockholders in connection with the Business Combination that would result in the TradeZero stockholders owning more than 20% of the New TradeZero Common Stock, or more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules. We expect that approximately 50,000,000 shares of New TradeZero Common Stock will be issued to TradeZero stockholders in connection with the Closing, plus any additional shares of New TradeZero Common Stock we may issue pursuant to subscription agreements we may enter into prior to the Closing as permitted by the Merger Agreement. Since we may issue 20% or more of our outstanding common stock as consideration in the Business Combination, we are required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a), (b) and (d). For more information, please see the section entitled “The Stock Issuance Proposal.”

Q:     Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     No. Our Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. In analyzing the Business Combination, our Board and management conducted due diligence on TradeZero, researched the industry in which TradeZero operates and concluded that the proposed business combination was in the best interests of our stockholders. Accordingly, investors will be relying solely on the judgment of our Board in valuing TradeZero’s businesses, and our Board may not have properly valued such businesses. The lack of a third-party valuation or fairness opinion may also lead an increased number of stockholders to vote against the Business Combination or demand redemption of their public shares for cash, which could potentially impact our ability to consummate the Business Combination.

Q:     What material negative factors did the Board consider in connection with the Business Combination?

A:     Although our Board believes that the acquisition of TradeZero will provide our stockholders with an opportunity to participate in a combined company with growth potential, market share and a well-known brand, our Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that our stockholders would not approve the Business Combination and the risk that significant numbers of our stockholders would exercise their redemption rights. In addition, during the course of our management’s evaluation of TradeZero’s operating business and its public company potential, management conducted detailed due diligence on certain potential challenges. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — Dune’s Board of Directors’ Reasons for the Change in Recommendation to AGAINST the Business Combination”, as well as in the section entitled “Risk Factors — Risk Factors Relating to the Business Combination and Integration of TradeZero’s Business.

Q:     Do I have redemption rights?

A:     If you are a public stockholder, you have the right to request that we redeem all or a portion of your public shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement under the heading “The Special Meeting — Redemption Rights.” Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.”

If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

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Q:     How do I exercise my redemption rights?

A:     If you are a public stockholder and wish to exercise your right to redeem your public shares, you must:

(i)     (a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)     prior to           , New York City time, on           , 2022 (two business days prior to the scheduled vote at the Special Meeting), (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental that we redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through DTC.

The address of Continental is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so.

Any public stockholder will be entitled to request that their public shares be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of December 31, 2021, this would have amounted to approximately $10.00 per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is           , 2022 (two business days prior to the date of the scheduled vote at the Special Meeting), and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to Continental and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that Dune instruct Continental to return the shares to you (physically or electronically). You may make such request by contacting Continental at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Dune’s secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental prior to           , New York City time, on           , 2022 (two business days prior to the scheduled vote at the Special Meeting).

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any Dune warrants that you may hold.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your shares of common stock for or against, or whether you abstain from voting on the Business Combination Proposal or any other proposal described by this proxy statement.

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Q:     If I am a holder of units, can I exercise redemption rights with respect to my units?

A:     No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, Dune’s transfer agent, directly and instruct them to do so. If you fail to cause your units to be separated and delivered to Continental, Dune’s transfer agent, prior to           , New York City time, on           , 2022 (two business days prior to the scheduled vote at the Special Meeting), you will not be able to exercise your redemption rights with respect to your public shares.

Q:     Is there a limit on the number of shares I may redeem?

A:     Yes. A public stockholder, together with any affiliate of the stockholder or any other person with whom the stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in our IPO without the prior consent of the Company. Accordingly, all shares in excess of 20% owned by a holder will not be redeemed for cash without Dune’s prior consent. On the other hand, a public stockholder who holds less than 20% of the public shares of Dune Class A Common Stock may redeem all of the public shares held by the stockholder for cash.

Q:     Is there is a limit on the total number of shares that may be redeemed?

A:     Yes. The Current Charter provides that we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Additionally, one of the conditions set forth in the Merger Agreement is that Dune satisfy the Available Closing SPAC Cash condition at Closing. Other than these limitations, the Current Charter does not provide a specified maximum redemption threshold.

Q:     Can Dune’s initial stockholders redeem their founder shares in connection with consummation of the Business Combination?

A:     No. Our Sponsor and our officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the consummation of our business combination.

Q:     How do the public warrants differ from the private placement warrants and what are the related risks for any public warrant holders post business combination?

A:     The public warrants are identical to the private placement warrants in material terms and provisions, except that the private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the Closing (except in limited circumstances). Additionally, the private placement warrants will be non-redeemable by us so long as they are held by our Sponsor or its permitted transferees. If the private placement warrants are held by someone other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by such holders on the same basis as the public warrants. Our Sponsor has agreed not to transfer, assign or sell any of the private placement warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date of the Closing (except in limited circumstances). In addition, the private placement warrants, like the public warrants, will not be exercisable more than five years from the effective date of the registration statement for our IPO in accordance with FINRA rules.

Following the Closing, we may redeem your public warrants prior to their exercise at a time that is disadvantageous to you. We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as described elsewhere in this prospectus) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption provided that on the date we give notice of redemption. We will

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not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

Historical trading prices for our shares of common stock have varied between a low of approximately $9.76 per share on March 25, 2021 to a high of approximately $11.40 per share on January 22, 2021, but have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the public warrants would become redeemable). In the event that the Company elects to redeem all of the redeemable warrants as described above, the Company will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by us not less than 30 days prior to the redemption date to the registered holders of the public warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in our warrant agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption by our posting of the redemption notice to DTC.

Q:     If I am a Company warrant holder, can I exercise redemption rights with respect to my public warrants?

A:     No. The holders of the public warrants have no redemption rights with respect to the public warrants.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. It is possible that you may be treated as selling your Dune Class A Common Stock for cash and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the number of shares of Dune Class A Common Stock that you own or are deemed to own (including through the ownership of public warrants or private placement warrants or otherwise). In either case, the receipt of cash by a holder of Dune Class A Common Stock in redemption of such stock will be a taxable event for U.S. federal income tax purposes in the case of a U.S. holder (as defined below) and could be a taxable event for U.S. federal income tax purposes in the case of a Non-U.S. holder (as defined below). For a more complete discussion of the U.S. federal income tax considerations of exercising your redemption rights, see “Material U.S. Federal Income Tax Considerations of the Redemptions to Holders of Dune Class A Common Stock.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT WITH AND RELY SOLELY UPON YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:     How does the Dune Board recommend that I vote?

A:     As announced on May 2, 2022, our Board unanimously recommends that Dune stockholders vote “AGAINST” the approval of the Business Combination Proposal, “AGAINST” the approval of the Charter Amendment Proposals, “AGAINST” the approval, on an advisory basis, of the Advisory Charter Proposals, “AGAINST” the approval of the Stock Issuance Proposal, “AGAINST” the approval of the Incentive Plan Proposal, “AGAINST” the election of each of the director nominees to the Board and “AGAINST” the approval of the Adjournment

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Proposal. For more information on the Dune Board’s recommendation, see “The Business Combination Proposal — Dune’s Board of Directors’ Reasons for the Change in Recommendation to AGAINST the Business Combination”.

Q:     How do our Sponsor and our other initial stockholders intend to vote their Dune Shares?

A:     In connection with our IPO, our Sponsor, officers and directors entered into a Letter Agreement to vote their Dune Shares in favor of the Business Combination Proposal, and we also expect them to vote their Dune Shares in favor of all other proposals being presented at the Special Meeting. In addition, in connection with the signing of the Merger Agreement, our Sponsor entered into a sponsor agreement, pursuant to which it agreed to, among other things, vote its Dune Shares in favor of the proposals being presented at the Special Meeting. As of the date hereof, our Sponsor owns 20% of the total outstanding Dune Shares. Accordingly, if all of our outstanding shares were to be voted, we would need the affirmative vote of approximately 37.5% of the remaining shares to approve the Business Combination Proposal. Because the Business Combination Proposal only requires a majority of the votes cast at the Special Meeting in order to be approved and because a quorum will exist at the Special Meeting if a majority of the outstanding Dune Shares as of the record date are present, the Business Combination Proposal could be approved by the additional affirmative vote of shares representing as little as 6.25% of the outstanding shares.

Q:     May our Sponsor and our officers and directors purchase public shares or warrants prior to the Special Meeting?

A:     At any time prior to the Special Meeting, during a period when they are not then aware of any material non-public information regarding Dune or its securities, our Sponsor, directors, officers, advisors and/or their affiliates, and TradeZero and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) Dune satisfies the Available Closing SPAC Cash condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their Dune Shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by our Sponsor for nominal value.

Entering into any such arrangements may have a depressive effect on public shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

Q:     Who is entitled to vote at the Special Meeting?

A:     Our Board has fixed             , 2022 as the record date for the Special Meeting. All holders of record of Dune Shares as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. See the section below entitled “— How can I vote my shares without attending the Special Meeting?” for instructions on how to vote your Dune Shares without attending the Special Meeting.

Q:     How many votes do I have?

A:     Each Dune stockholder of record is entitled to one vote for each Dune share held by such holder as of the close of business on the record date. As of the close of business on the record date, there were 21,562,500 outstanding Dune Shares.

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Q:     What constitutes a quorum for the Special Meeting?

A:     A quorum is the minimum number of stockholders necessary to hold a valid meeting.

A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding Dune Shares as of the record date present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Q:     What vote is required to approve the proposals presented at the Special Meeting?

A:     Approval of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Advisory Charter Proposals and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock and Dune Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Approval of Charter Amendment Proposal A requires the affirmative vote of holders of a majority of the outstanding shares of Dune Class A Common Stock and Dune Class B Common Stock entitled to vote thereon at the Special Meeting, voting as a single class. Approval of each of Charter Amendment Proposal B and Charter Amendment Proposal C requires the affirmative vote of holders of a majority of the outstanding shares of Dune Class A Common Stock.

The election of directors is decided by a plurality of the votes cast by the stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote on the election of directors. This means that each of the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Dune stockholders may not cumulate their votes with respect to the election of directors.

Q:     What is TradeZero?

A:     TradeZero owns TradeZero Bahamas, a Nassau, and Bahamas based broker-dealer serving international clients since 2015, TradeZero America, a U.S. broker-dealer serving U.S. clients since 2019 and TradeZero Canada, a Canadian broker-dealer, which recently began serving Canadian clients in March of 2022. TradeZero America is a member of the NYSE, NYSE Arca, Inc., NYSE American LLC, Cboe EDGX Exchange, Inc., Nasdaq and Nasdaq BX Exchanges. Through its broker-dealer subsidiaries, TradeZero offers retail clients access to commission-free stock trading and direct market center access to U.S. equities and equity options trading. TradeZero’s U.S. broker-dealer subsidiary also offers commission-free equity options trading. All commission-free plans are subject to various conditions described on the applicable broker-dealers’ websites, which conditions are subject to change in the future, and TradeZero also provides similar commission-based access. TradeZero provides its clients with an advanced suite of desktop, web-based and mobile software platforms, all of w