Financial Performance - The company reported a net income of approximately $7.4 million for the three months ended June 30, 2022, primarily due to non-operating gains from the change in fair value of derivative warrant liabilities and forgiveness of deferred underwriting commissions[141]. - For the three months ended June 30, 2021, the company reported a net loss of approximately $2.7 million, primarily due to a non-operating loss of $2.4 million from the change in fair value of derivative warrant liabilities[142]. - For the six months ended June 30, 2022, the company achieved a net income of approximately $10.6 million, which included a non-operating gain of $5.9 million from the change in fair value of derivative warrant liabilities[143]. - For the six months ended June 30, 2021, the company reported a net income of approximately $3.3 million, driven by a non-operating gain of $3.8 million from the change in fair value of derivative warrant liabilities[144]. - The company incurred approximately $1.4 million in general and administrative expenses for the six months ended June 30, 2022[143]. - The company incurred approximately $1.0 million in general and administrative expenses for the three months ended June 30, 2022[141]. IPO and Capital Structure - The company completed its initial public offering on December 22, 2020, raising gross proceeds of $172.5 million from the sale of 17,250,000 units at $10.00 per unit[120]. - The underwriters exercised their over-allotment option in full on December 22, 2020, resulting in the issuance of 2,250,000 additional units[156]. - The company completed a private placement of 4,850,000 private placement warrants at a price of $1.00 per warrant, generating proceeds of $4.85 million[148]. - As of June 30, 2022, the company had 1,182,054 shares of Class A common stock subject to possible redemption, presented at redemption value as temporary equity[160]. Business Combination and Merger - The company has until December 22, 2023, to complete a business combination, or it will face mandatory liquidation[134]. - The proposed merger with TradeZero includes a cash disbursement of up to $30 million to TradeZero's shareholders at closing[128]. - The merger agreement allows for the issuance of up to 9,000,000 additional shares of New TradeZero Common Stock based on certain performance milestones[128]. - The company intends to complete the proposed business combination before the mandatory liquidation date but acknowledges uncertainty in achieving this goal[138]. Financial Position and Obligations - As of June 30, 2022, the company had a working capital deficit of approximately $2.9 million and only $6,000 in its operating bank account[132]. - The company has incurred no operating revenues to date and will only generate non-operating income from interest on cash equivalents held in the trust account[140]. - The company has a working capital loan agreement that allows for up to $1.5 million to be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant[152]. - As of June 30, 2022, the company had no off-balance sheet arrangements or contractual obligations[171]. Accounting and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[166]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[167]. - The FASB issued ASU 2022-03, effective for fiscal years beginning after December 15, 2023, which clarifies fair value measurement for equity securities with contractual sale restrictions[168]. - The company does not anticipate any material effects on its financial statements from recently issued accounting pronouncements that are not yet effective[169]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[172]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[172].

IPO and Financing - The company completed its initial public offering on December 22, 2020, raising gross proceeds of $172.5 million from the sale of 17,250,000 units at $10.00 per unit[114]. - The company raised approximately $4.9 million from the private placement of 4,850,000 warrants at $1.00 each, which are exercisable at $11.50 per share[115]. - The Sponsor agreed to loan the company up to $200,000 to cover IPO-related expenses, of which approximately $31,000 was borrowed and fully repaid by December 22, 2020[138]. - The company recognized an underwriting discount of $3,450,000 ($0.20 per unit sold) at the closing of the IPO on December 22, 2020[143]. Financial Performance - As of March 31, 2022, the company reported a net income of approximately $3.3 million, primarily from a non-operating gain of $3.6 million related to changes in fair value of derivative warrant liabilities[130]. - The company has not generated any operating revenues to date and will only generate non-operating income from interest on cash equivalents held in the trust account[129]. - The company incurred approximately $354,000 in general and administrative expenses for the three months ended March 31, 2022[130]. - The company incurred $30,000 in administrative services expenses for both the three months ended March 31, 2022 and 2021 under the Administrative Services Agreement[140]. Working Capital and Liquidity - The company has a working capital deficit of approximately $1.8 million as of March 31, 2022, with only about $19,000 in its operating bank account[123]. - The company has no borrowings under working capital loans as of March 31, 2022 and December 31, 2021[139]. - The company has not made any adjustments to asset or liability carrying amounts in anticipation of potential liquidation after June 22, 2022[126]. Business Combination - The company has until June 22, 2022, to complete a business combination; failure to do so will result in mandatory liquidation and dissolution[125]. - The proposed business combination with TradeZero involves a valuation of $500 million, with shares being converted based on an exchange ratio determined by the number of outstanding shares prior to closing[118]. - Holders of TradeZero Common Stock will receive a cash disbursement at closing, capped at $30 million, depending on TradeZero's cash balance[119]. Accounting and Valuation - The company has identified critical accounting policies that may affect reported amounts of assets, liabilities, revenues, and expenses[144]. - The fair value of the public warrants was initially measured using a Monte Carlo simulation model, while the private placement warrants were estimated using Black-Scholes[151]. - The company has not had any off-balance sheet arrangements as of March 31, 2022 and December 31, 2021[155]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[152]. Risk Management - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[156]. - As of March 31, 2022, a total of 17,250,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity[146].

Financial Condition and Risks - As of December 31, 2021, the company had $116,140 in cash and a working capital deficit of $1,681,381, raising substantial doubt about its ability to continue as a going concern[99]. - The company plans to consummate its initial business combination by June 22, 2022, but there is no assurance that this will be successful[99]. - If the business combination is not completed by the deadline, a mandatory liquidation and subsequent dissolution of the company will occur[99]. - The per-share redemption amount for stockholders may be less than $10.00 due to potential claims against the trust account[100][101]. - The company may not have sufficient funds to satisfy indemnification claims of its directors and executive officers, which could discourage stockholders from bringing lawsuits[104]. - If bankruptcy occurs after distributing proceeds from the trust account, stockholders may be viewed as having received preferential transfers, exposing them to potential recovery claims[105][106]. - Stockholders may be held liable for claims by third parties against the company to the extent of distributions received upon redemption of their shares[107]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[136]. - The company is solely dependent on completing one business combination, which may limit diversification and negatively impact operations and profitability[137]. - The company may face additional risks associated with cross-border business combinations, including currency fluctuations and regulatory approvals[133]. - The company may face challenges in completing initial business combinations due to compliance obligations under the Sarbanes-Oxley Act, which could increase costs and time[115]. Business Combination and Management - The company may seek business combination opportunities outside of its management's areas of expertise, which could lead to inadequate risk assessment[111]. - The company may enter into a business combination with a target that does not meet its established criteria and guidelines, potentially affecting the success of the combination[112]. - The company is not required to obtain an independent opinion on the fairness of the price paid for target businesses, relying instead on the judgment of its board of directors[113]. - The absence of a specified maximum redemption threshold may allow the company to complete initial business combinations even if a substantial majority of stockholders do not agree[118]. - Initial stockholders control 20% of the outstanding common stock, potentially influencing actions requiring stockholder votes[125]. - The company may need to seek additional financing if the cash portion of the purchase price exceeds available funds, which could lead to restructuring or abandonment of business combinations[124]. - Key personnel may negotiate agreements that could create conflicts of interest in selecting target businesses[129]. - The company may incur substantial costs in investigating target businesses, which would not be recoverable if a business combination is not completed[128]. - The company may have limited ability to assess the management of prospective target businesses, impacting the success of post-combination operations[131]. - If the company fails to complete its initial business combination, public stockholders may only receive their pro rata portion of the funds in the trust account, and warrants may expire worthless[127]. - The company may pursue a private company for its initial business combination, which could result in a less profitable outcome due to limited available information[144]. - The company’s executive officers and directors may have conflicts of interest due to their obligations to other entities, potentially affecting business combination decisions[151]. - The company may engage in business combinations with affiliated entities, which could lead to potential conflicts of interest[154]. - The company cannot assure that it will maintain control of a target business after the initial business combination, potentially affecting operations and profitability[155]. - Key personnel of an acquisition candidate may resign post-combination, which could negatively impact the business[156]. Regulatory and Compliance Issues - The company must ensure that it does not exceed 40% of its assets in investment securities to avoid being classified as an investment company under the Investment Company Act[158]. - The trust account proceeds are restricted to investments in U.S. government securities or money market funds, limiting investment options[159]. - The company must maintain a minimum stockholders' equity of $2.5 million and at least 300 public holders to remain listed on Nasdaq[160]. - If delisted from Nasdaq, the company may face significant adverse consequences, including reduced liquidity and increased regulatory scrutiny[161]. - The company may issue additional shares of Class A common stock or preferred stock, which could dilute existing stockholders' interests[162]. - The company is subject to anti-takeover provisions under Delaware law, which may inhibit a takeover and limit the price investors might be willing to pay for shares[188]. Securities and Market Risks - Warrants will not be exercisable unless the underlying Class A common stock is registered or exempt from registration[165]. - The company plans to file a registration statement for the Class A common stock issuable upon exercise of the warrants within 15 business days after the initial business combination[166]. - The company may require warrant holders to exercise their warrants on a cashless basis under certain conditions, potentially resulting in fewer shares received compared to cash exercise[171]. - If the company issues additional shares of Class A common stock or equity-linked securities for less than $9.20 per share, the exercise price of the warrants will be adjusted to 115% of the higher of the market value and the newly issued price[181]. - The company has the ability to redeem outstanding public warrants at a price of $0.01 per warrant if the closing price of Class A common stock exceeds $18.00 for any 20 trading days within a 30 trading-day period[182]. - The grant of registration rights to initial stockholders may complicate the completion of the initial business combination and adversely affect the market price of Class A common stock[172]. - The initial stockholders will receive additional shares of Class A common stock if certain shares are issued to consummate the initial business combination, potentially increasing their equity stake[173]. - The company may amend agreements related to the initial public offering without stockholder approval, which could impact the value of investments in its securities[174]. - The warrant agreement allows for amendments that may adversely affect public warrant holders with the approval of at least 50% of the outstanding public warrants[175]. - The company may face challenges in consummating an initial business combination if it issues shares at a price below $9.20, affecting the exercise price of warrants[181]. - The existence of registration rights may lead to increased costs or difficulties in concluding the initial business combination[172]. - The company’s warrants may adversely affect the market price of Class A common stock and complicate the initial business combination process[183]. - The company issued warrants to purchase 8,625,000 shares of Class A common stock as part of the initial public offering, along with 4,850,000 private placement warrants at $11.50 per share[184]. - The potential issuance of additional shares upon the exercise of warrants could make the company a less attractive acquisition vehicle, potentially increasing the cost of acquiring target businesses[184]. - Each unit sold in the IPO contains one-half of one public warrant, which may result in the units being worth less than those of other special purpose acquisition companies[186]. Internal Control and Reporting - The company has identified a material weakness in internal control over financial reporting, particularly related to the accounting for complex financial instruments, leading to a restatement of financial statements[202]. - The company is classified as an emerging growth company, allowing it to take advantage of certain exemptions from disclosure requirements, which may affect the attractiveness of its securities to investors[196]. - The company is also a smaller reporting company, which may result in reduced disclosure obligations, making comparisons with other public companies difficult[199]. - Changes in the fair value of warrants, accounted for as liabilities, could materially affect the company's financial results and market price of its common stock[200]. - The company has identified a material weakness in its internal control over financial reporting, particularly related to complex financial instruments[206]. - A prior restatement of financial statements occurred for the balance sheet as of December 22, 2020, and for annual and interim financial statements for 2020 and 2021[206]. - The company is implementing a remediation plan to enhance internal controls, which includes improving processes and increasing communication among personnel[203]. - There is no assurance that the remediation efforts will be successful or that additional material weaknesses will not arise in the future[205]. - Potential litigation risks exist due to the identified material weakness and prior restatements, which could adversely affect the company's operations and financial condition[207]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[269]. Cybersecurity Risks - Cybersecurity risks are significant, especially when engaging with target businesses in the travel sector, which handle sensitive customer data[194].

Financial Performance - For the three months ended September 30, 2021, the company reported a net income of approximately $1.8 million, consisting of $2.0 million in non-operating gain from the change in fair value of derivative warrant liabilities and approximately $20,000 in income on investments held in the Trust Account [123]. - For the nine months ended September 30, 2021, the company had a net income of approximately $5.2 million, which included $5.8 million in non-operating gain from the change in fair value of derivative warrant liabilities and approximately $89,000 in income on investments held in the Trust Account [124]. Financial Position - As of September 30, 2021, the company had approximately $240,000 in cash in its operating account and working capital of approximately $199,000 [127]. - As of September 30, 2021, the company did not have any long-term debt, capital, or operating lease obligations [130]. - The company had 17,250,000 shares of Class A common stock subject to possible redemption, presented at redemption value as temporary equity [134]. Business Operations - The company has not engaged in any significant business operations nor generated any revenues to date, with all activities relating to its formation and the Public Offering [122]. - The company expects to incur significant costs in the pursuit of its initial Business Combination and cannot assure that its plans to raise capital or complete the Business Combination will be successful [121]. - The company entered into a Merger Agreement on October 12, 2021, to effect an initial Business Combination with TradeZero Holding Corp. [126]. Risk Management - The company recognized the fair value of derivative warrant liabilities at each reporting period, with the initial fair value of the Public Warrants measured using a Monte Carlo simulation model [132]. - The company does not expect to engage in any hedging activities with respect to the market risk to which it is exposed [142].

Financial Performance - For the three months ended June 30, 2021, the company reported a net loss of approximately $2.7 million, primarily due to a non-operating loss of $2.4 million from the change in fair value of derivative warrant liabilities[104]. - For the six months ended June 30, 2021, the company achieved a net income of approximately $3.3 million, driven by a non-operating gain of $3.8 million from the change in fair value of derivative warrant liabilities[105]. Cash and Working Capital - As of June 30, 2021, the company had approximately $326,000 in cash in its operating account and working capital of approximately $358,000, excluding tax obligations[106]. - As of June 30, 2021, the company had no long-term debt or capital lease obligations, and it entered into an administrative services agreement with the Sponsor for up to $10,000 per month[109]. Business Operations - The company has not engaged in any significant business operations or generated any revenues to date, with all activities related to its formation and the Public Offering[103]. - The company anticipates using funds held outside of the Trust Account for various operational needs, including identifying and evaluating prospective Business Combination candidates[108]. Public Company Expenses - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses as it seeks a suitable Business Combination[103]. Equity and Financial Instruments - The company has classified 15,098,629 shares of Class A common stock as temporary equity, subject to possible redemption, as of June 30, 2021[112]. - The company has adopted ASU 2020-06, which simplifies accounting for convertible instruments, effective January 1, 2021, with no impact on its financial position[116]. Market Risk Management - The company does not expect to engage in any hedging activities with respect to market risk[119].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from__________ to ___________ Commission File Number 001-39819 DUNE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) | Delaware | 85- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ FORM 10-K (Mark One) Commission File Number: 001-39819 DUNE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) (State or Other ...