Dune Acquisition today announced that its board of directors:
- Has unanimously determined that the pending merger with TradeZero is not advisable or fair to, or in the best interest of, Dune and its stockholders; and
- Unanimously recommends that Dune’s stockholders vote “AGAINST” the Business Combination when a vote occurs.
Dune in a news release said it continues to work with TradeZero under the terms of Dune’s Agreement and Plan of Merger to finalize Dune’s proxy statement, and will call a special meeting of stockholders to vote on the matter “as promptly as practicable.” The board unanimously determined that the failure to change its recommendation would reasonably be expected to constitute a breach of its fiduciary duties to Dune’s stockholders.
The announcement follows news last month that Dune has filed a lawsuit against TradeZero, claiming the brokerage platform duped the SPAC’s management into a $556 million reverse merger before “trying to run out the clock on the transaction” and stick the blank-check company with the substantial cost of calling it off.
The lawsuit accuses TradeZero and its senior leaders of defrauding Dune into the deal with bogus financial figures and “stonewalling” its request for an update before pulling a “last-minute bait and switch” that completely undermined the merger’s logic. Read more.