Winston & Strawn Represents Dune Acquisition Corporation

Winston & Strawn is representing Dune Acquisition Corporation (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 New York Stock Exchange 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 $556 million and equity value of $716 million (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 $160 million of cash to TradeZero’s balance sheet. The cash components of the transaction will be funded by Dune’s cash in trust of $172.5 million (assuming no redemptions). The 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.

Press Release: https://www.globenewswire.com/news-release/2021/10/12/2312340/0/en/TradeZero-a-Next-Generation-Active-Trading-Platform-to-Become-a-Publicly-Traded-Company-Through-a-Business-Combination-With-Dune-Acquisition-Corporation.html

Winston Team:

Jason Osborn, Co-Lead Partner, Chicago/New York

Kyle Gann, Co-Lead Partner, Chicago

Basil Godellas, Partner, Chicago

Stephen Kong, Partner, Los Angeles

Angela Rohman Russo, Partner, Chicago

Jon Ammons, Of Counsel, Washington, DC

Jack Cartwright, Associate, New York

Jessica Diedrich, Associate, Chicago

August Huelle, Associate, New York

Amy Inagaki, Associate, Los Angeles

Dainia Jabaji, Associate, Los Angeles

Mary Katherine Kulback, Associate, Chicago

Laura Lee, Associate, New York

Justin Linder, Associate, Washington, DC

Ben Liss, Associate, Chicago

Eric Shinabarger, Associate, Chicago

Justin Trapp, Associate, Chicago