Global Gas Corp DEFA14A, filed Jun 17, 2022
Global Gas Corp (HGAS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 14, 2022
Dune Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-39819 | 85-1617911 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
700 S. Rosemary Avenue, Suite 204 West Palm Beach, FL |
33401 | |
| (Address of principal executive offices) | (Zip Code) |
(917) 742-1904
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | DUNEU | The Nasdaq Stock Market LLC | ||
| Class A common stock, par value $0.0001 per share | DUNE | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | DUNEW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On June 14, 2022, Dune Acquisition Corporation (“Dune”) entered into a Letter Agreement (the “Amendment Letter”) with Cantor Fitzgerald & Co. (“Cantor”) to amend that certain Underwriting Agreement (the “Underwriting Agreement”), dated December 17, 2020, by and between Dune and Cantor, as representative of the several underwriters named therein (the “Underwriters”), pursuant to which Cantor agreed to waive in full the $6,037,500 deferred underwriting commissions previously payable to the Underwriters in connection with the consummation of Dune’s initial business combination (the “Deferred Discount”). Pursuant to the Amendment Letter, Dune agreed to grant Cantor with a right of first refusal to act as Dune’s capital markets advisor with an advisory fee of $3,800,000, subject to the conditions described therein. Except as set forth above, the terms of the Underwriting Agreement remain unchanged and in full force and effect as a result of the Amendment Letter.
The foregoing description of the Amendment Letter is not complete and is subject to and qualified in its entirety by reference to the Amendment Letter, a copy of which is filed with this Current Report on Form 8-K as Exhibit 1.1, and the terms of which are incorporated by reference herein.
Item 8.01 Other Events.
As previously disclosed, in connection with Dune’s special meeting of stockholders held on June 14, 2022 (the “Special Meeting”), stockholders holding 16,409,033 shares of Dune’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds held in Dune’s trust account (the “Trust Account”), which would have resulted in (i) approximately $164.1 million (approximately $10.00 per share) being removed from the Trust Account to pay such holders, (ii) approximately $8.4 million remaining in the Trust Account and (iii) 5,153,467 shares of common stock outstanding (including 840,967 shares of Dune’s Class A common stock and 4,312,500 shares of Dune’s Class B common stock).
On June 15 and 16, 2022, Dune consented to requests to reverse the redemptions of an aggregate of 341,087 shares of Dune’s Class A common stock. As a result of such redemption reversals, (i) stockholders holding an aggregate of 16,067,946 shares of Dune’s Class A common stock exercised and have not reversed their right to redeem such shares for a pro rata portion of the funds held in the Trust Account, (ii) approximately $160.7 million (approximately $10.00 per share) will be removed from the Trust Account to pay such holders, (iii) approximately $11.8 million will remain in the Trust Account and (iv) 5,494,554 shares of common stock will remain outstanding (including 1,182,054 shares of Dune’s Class A common stock and 4,312,500 shares of Dune’s Class B common stock). Dune will not consent to further requests for the reversal of redemptions.
Additional Information and Where to Find It
Dune filed a preliminary proxy statement relating to the proposed Business Combination (as defined below) with TradeZero Holding Corp. (“TradeZero”) with the United States Securities and Exchange Commission (the “SEC”) on January 26, 2022 and Amendment No. 1 to the preliminary proxy statement on May 27, 2022 (together, the “Preliminary Proxy Statement”). This document does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Dune’s stockholders, TradeZero’s stockholders and other interested persons are advised to read the Preliminary Proxy Statement and, when available, any further amendments thereto and the definitive Proxy Statement and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about TradeZero, Dune and the Business Combination. When available, the definitive Proxy Statement and other relevant materials for the proposed Business Combination will be mailed to stockholders of Dune as of a record date to be established for voting on the proposed Business Combination. Dune stockholders and TradeZero stockholders are able to obtain copies of the Preliminary Proxy Statement and, once available, copies of the definitive Proxy Statement and other documents filed with the SEC, without charge, at the SEC’s website at www.sec.gov, or by directing a request to Dune’s secretary at 700 S. Rosemary Avenue, Suite 204, West Palm Beach, FL 33401, (917) 742-1904.
Participants in Solicitation
Dune and its directors and executive officers may be deemed participants in the solicitation of proxies from Dune’s stockholders with respect to the proposed Business Combination. A list of the names of those directors and executive officers and a description of their interests in Dune is contained in the Preliminary Proxy Statement for the proposed Business Combination.
TradeZero and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from Dune’s stockholders with respect to the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination are included in the Preliminary Proxy Statement for the proposed Business Combination.
Forward-Looking Statements Legend
All statements contained in this Current Report on Form 8-K other than statements of historical facts, contains certain forward-looking statements that are forward-looking statements. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “may” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean a statement is not forward looking. Indications of, and guidance or outlook on, future earnings, dividends or financial position or performance are also forward looking statements.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Most of these factors are outside Dune’s and TradeZero’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) the occurrence of any event, change, or other circumstances that could give rise to the termination of that certain Agreement and Plan of Merger, dated as of October 12, 2021, by and among 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”), and TradeZero, as amended by that certain First Amendment to the Agreement and Plan of Merger, dated as of January 26, 2022, by and among Dune, Merger Sub, Merger Sub II and TradeZero (as so amended, the “Merger Agreement”), pursuant to which, among other things, TradeZero would become a direct, wholly owned subsidiary of Dune (the “Business Combination”); (ii) the outcome of any legal proceedings that may be instituted against Dune and TradeZero following the announcement of the Merger Agreement and the transactions contemplated therein; (iii) the outcome of the ongoing legal proceeding between Dune and TradeZero relating to the Business Combination; (iv) the inability to complete the proposed Business Combination, including due to failure to obtain approval of the stockholders of Dune, certain regulatory approvals, or the satisfaction of other conditions to closing in the Merger Agreement; (v) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close; (vi) the impact of the COVID-19 pandemic on TradeZero’s business and/or the ability of the parties to complete the proposed Business Combination; (vii) the inability to maintain the listing of Dune’s shares on the Nasdaq Stock Market following the proposed Business Combination; (viii) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (ix) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of TradeZero to grow and manage growth profitably, and retain its key employees; (x) costs related to the proposed Business Combination; (xi) changes in applicable laws or regulations; and (xii) the possibility that TradeZero or Dune may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Dune’s most recent filings with the SEC, including the Preliminary Proxy Statement and Dune’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained herein. All subsequent written and oral forward-looking statements concerning Dune or TradeZero, the transactions described herein or other matters attributable to Dune, TradeZero or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Each of Dune or TradeZero expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Letter Agreement, dated June 14, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DUNE ACQUISITION CORPORATION | ||
| Date: June 17, 2022 | By: | /s/ Carter Glatt |
| Name: | Carter Glatt | |
| Title: | Chief Executive Officer | |
Exhibit 1.1
Letter Agreement
June 14, 2022
Cantor Fitzgerald & Co.
499 Park Avenue
New York, New York 10022
As Representative of the Underwriters
named on Schedule A to the Underwriting Agreement
Ladies and Gentlemen:
The parties hereto hereby enter into this letter agreement (this “Agreement”) in reference to the Underwriting Agreement, dated as December 17, 2020 (the “Underwriting Agreement”), by and between Dune Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), as Representative of the several underwriters named therein (the “Underwriters”). Terms used but not defined herein shall have the meanings set forth in the Underwriting Agreement.
Cantor Fitzgerald hereby agrees to waive, for itself and as Representative on behalf of the Underwriters, any and all entitlement to the Deferred Underwriting Commission payable to the Underwriters under the Underwriting Agreement, which is hereby reduced to $0.
Dune hereby agrees Cantor shall have the right (in Cantor’s sole discretion) to act as a capital markets advisor to Dune in the event that Dune’s proposed initial business combination transaction with TradeZero Holding Corp. fails to close. Such engagement shall be on terms on and conditions to be set forth in a separate written agreement, which agreement will be based on Cantor’s customary form for similar engagements, and in any event shall provide for a fee payable to Cantor upon the closing of any business combination relating to such engagement of $3.8 million. Such right shall not extend to any capital raising transaction following the consummation of Dune’s initial business combination.
This Agreement and any transaction contemplated by this Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company and Cantor Fitzgerald agree that any suit or proceeding arising in respect of this Agreement or any transaction contemplated by this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the Company and Cantor Fitzgerald agree to submit to the jurisdiction of, and to venue in, such courts.
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Except as specifically amended by this Agreement, all other provisions of the Underwriting Agreement shall remain unchanged and in full force and effect.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signature pages follow]
If the foregoing is in accordance with your understanding, please sign and return to us one counterpart hereof, and upon the acceptance hereof by you, this Agreement and such acceptance hereof shall constitute a binding agreement between the parties hereto.
| Very truly yours, | |||
| DUNE ACQUISITION CORP. | |||
| By: | /s/ Carter Glatt | ||
| Name: | Carter Glatt | ||
| Title: | Chief Executive Officer | ||
[Signature Page to Side Letter to Underwriting Agreement]
Agreed and accepted as of the date hereof:
| CANTOR FITZGERALD & CO., | |||
| as Representative of the several Underwriters | |||
| By: | /s/ Sage Kelly | ||
| Name: | Sage Kelly | ||
| Title: | Senior Managing Director | ||
[Signature Page to Side Letter to Underwriting Agreement]