TradeZero Announces Business Combination with Dune Acquisition Corp.

Winston & Strawn LLP is representing Dune Acquisition Corp. (Nasdaq: DUNEU, DUNE, DUNEW) (“Dune”), a special purpose acquisition company, in connection with its definitive agreement for their business combination with TradeZero Holding Corp. (“TradeZero” or the “Company”), which through its U.S.- and Bahamas-based broker-dealers offers a next-generation trading platform targeting the global active trader community, which would result in TradeZero becoming a publicly listed company. The combined company will be called TradeZero Global Inc. upon the closing of the business combination and is expected to be listed on the NYSE under a new ticker symbol, “TRAD.” Under the terms of the proposed business combination, Dune will merge with TradeZero at a pro forma combined enterprise value of approximately US$556M and equity value of US$716M (assuming no redemptions), representing a price-to-earnings multiple of 14.9x projected net income for 2022. Cash proceeds of the business combination will fund up to US$160M of cash to TradeZero’s balance sheet. The cash components of the transaction will be funded by Dune’s cash in trust of US$172.5M (assuming no redemptions). The balance of the consideration to TradeZero’s equity holders will consist of equity in the combined company. Existing TradeZero equity holders, including the management team, will roll 100% of their equity into the combined company and will remain the largest stockholders with approximately 70% of ownership immediately following the business combination (assuming no redemptions by Dune’s stockholders). Existing TradeZero equity holders have the potential to receive an earnout for additional shares of common stock if certain price targets are met as set forth in the definitive merger agreement. The business combination is expected to close in the 1st quarter of 2022 and remains subject to approval by Dune’s stockholders and customary closing conditions.