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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): July 14, 2023

 

 

 

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 4.02Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

The management of Dune Acquisition Corporation (the “Company”) has concluded that the previously issued audited financial statements for the year ended December 31, 2022 should be restated to correct the net income in the Company’s Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2022 and 2021 that was incorrectly reported due to a clerical error.

 

Therefore, on July 14, 2023, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2023 (the “Form 10-K”), should be restated to correct the Company’s Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2022 and 2021. As such, the Company intends to restate its financial statements for the year ended December 31, 2022 in an Amendment No. 1 to the Form 10-K. The Company does not expect any of the above changes will have any impact on its cash position, revenues or liquidity.

 

The Company’s management and the Audit Committee have discussed with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm, the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “will,” “shall,” “seek,” “result,” “become,” “target” 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. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position, revenues or liquidity and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

 

1

 

 

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.

 

Date: July 14, 2023 DUNE ACQUISITION CORPORATION
   
  By: /s/ Carter Glatt
  Name: Carter Glatt
  Title: Chief Executive Officer

 

 

2

 

 

v3.23.2
Cover
Jul. 14, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 14, 2023
Entity File Number 001-39819
Entity Registrant Name Dune Acquisition Corporation
Entity Central Index Key 0001817232
Entity Tax Identification Number 85-1617911
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 700 S. Rosemary Avenue
Entity Address, Address Line Two Suite 204
Entity Address, City or Town West Palm Beach
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33401
City Area Code 917
Local Phone Number 742-1904
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant  
Title of 12(b) Security Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol DUNEU
Security Exchange Name NASDAQ
Class A common stock, par value $0.0001 per share  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol DUNE
Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol DUNEW
Security Exchange Name NASDAQ
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