DUNE Dune Acquisition Corporation

Item 1.01. Entry into a Material Definitive Agreement.

On December 28, 2022, Dune Acquisition Corporation, a Delaware corporation (“Dune”), Dune Merger Sub, Inc., a Delaware corporation and a 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”), Dune Acquisition Holdings LLC (“Sponsor” and, together with Dune, Merger Sub and Merger Sub II, “Plaintiffs”) entered into a Settlement Agreement and Release (the “Settlement Agreement”) with TradeZero Holding Corp., a Delaware corporation (“TradeZero”), Daniel Pipitone, Giovanni Ferrari, John Muscatella, Joshua Choi, Andrew Koslow, John Caruso, and Kosta Corriveau (together with TradeZero, “Defendants”) (each Plaintiff and Defendant individually, a “Party” and collectively, the “Parties”), pursuant to which (i) Dune and TradeZero mutually agreed to terminate the Agreement and Plan of Merger, by and among Dune, Merger Sub, Merger Sub II and TradeZero, dated as of October 12, 2021, as amended by that certain First Amendment to the Agreement and Plan of Merger, dated as of January 26, 2022 (as amended, the “Merger Agreement”) and (ii) the Parties agreed to a mutual release of all claims related to the Merger Agreement, the transactions contemplated thereby, and the lawsuit filed by the Plaintiffs against Defendants in the Delaware Court of Chancery, in each case effective upon receipt in full of the Settlement Consideration (as defined below) by the Plaintiffs.

By virtue of the termination of the Merger Agreement, the Transaction Agreements (as defined in the Merger Agreement) will terminate in accordance with their terms. Following the termination of the Merger Agreement, Dune intends to seek an alternative business combination and per its extended liquidation date approved by Dune’s stockholders on June 14, 2022, Dune has until December 22, 2023 to consummate its initial business combination.

Pursuant to the Settlement Agreement, the Defendants will pay and/or cause to be paid by their insurers $5,000,000.00 to the Plaintiffs within 15 business days of the date of the Settlement Agreement. The Settlement Agreement contains mutual releases by all Parties, for all claims known and unknown, relating and arising out of, among other things, the Merger Agreement and the transactions contemplated thereby. The Settlement Agreement acknowledges that the Parties admit no liability or wrongdoing whatsoever. The Settlement Agreement also contains a covenant not to sue and other customary terms.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Settlement Agreement, a copy of which is filed herewith and incorporated by reference herein and made a part hereof.