UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. )1
Dune
Acquisition Corporation
(Name of Issuer)
Class
A Common Stock, $0.0001 par value
(Title of Class of Securities)
265334102
(CUSIP Number)
JACOB
MA-WEAVER
CABLE
CAR CAPITAL LLC
601
California Street, Suite 1151
San
Francisco, California 94108
(415)
857-1965
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August
16, 2023
(Date of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
☐.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
| 1 | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 265334102 |
|
13D |
|
Page 2 of 10 Pages |
|
1 |
NAME
OF REPORTING PERSON
Funicular
Funds, LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING
POWER
97,652
(1) |
| 8 |
SHARED VOTING
POWER
0 |
| 9 |
SOLE DISPOSITIVE
POWER
97,652
(1) |
| 10 |
SHARED DISPOSITIVE
POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,652
(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
| 14 |
TYPE OF
REPORTING PERSON
PN |
| (1) |
The reporting person’s ownership consists of 97,652 shares
of Class A common stock. The foregoing calculation is based upon 1,182,054 shares outstanding as reported by the Issuer on Form 10-Q
filed with the Securities and Exchange Commission on August 14, 2023. |
| CUSIP No. 265334102 |
|
13D |
|
Page 3 of 10 Pages |
|
1 |
NAME OF
REPORTING PERSON
Cable
Car Capital LLC (2) |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
| 3 |
SEC USE
ONLY
|
| 4 |
SOURCE OF
FUNDS
AF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
California |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING
POWER
97,652
(1) |
| 8 |
SHARED VOTING
POWER
0 |
| 9 |
SOLE DISPOSITIVE
POWER
97,652
(1) |
| 10 |
SHARED DISPOSITIVE
POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,652
(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
| 14 |
TYPE OF
REPORTING PERSON
IA,
PN |
| (1) |
The reporting person’s ownership consists of 97,652 shares of Class A common stock. The foregoing calculation is based upon 1,182,054 shares outstanding as reported by the Issuer on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023. |
| (2) |
Cable Car Capital LLC, as the General Partner of Funicular Funds, LP, and Jacob Ma-Weaver, as the Managing Member of Cable Car Capital LLC, may each be deemed the beneficial owner of the shares held by Funicular Funds, LP. |
| CUSIP No. 265334102 |
|
13D |
|
Page 4 of 10 Pages |
|
1 |
NAME OF
REPORTING PERSON
Jacob
Ma-Weaver (2) |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
| 3 |
SEC USE
ONLY
|
| 4 |
SOURCE OF
FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING
POWER
97,652
(1) |
| 8 |
SHARED VOTING
POWER
0 |
| 9 |
SOLE DISPOSITIVE
POWER
97,652
(1) |
| 10 |
SHARED DISPOSITIVE
POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,652
(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3% |
| 14 |
TYPE OF
REPORTING PERSON
IN |
| (1) |
The reporting person’s ownership consists of 97,652 shares of Class A common stock. The foregoing calculation is based upon 1,182,054 shares outstanding as reported by the Issuer on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023. |
| (2) |
Cable Car Capital LLC, as the General Partner of Funicular Funds, LP, and Jacob Ma-Weaver, as the Managing Member of Cable Car Capital LLC, may each be deemed the beneficial owner of the shares held by Funicular Funds, LP. |
| CUSIP No. 265334102 |
|
13D |
|
Page 5 of 10 Pages |
| Item
1. | Security
and Issuer |
The
security to which this statement relates is the Class A common stock, $0.0001 par value (the “Shares”), of Dune Acquisition
Corporation (the “Issuer”), whose principal executive offices are located at 700 S. Rosemary Ave., Suite 204, West Palm Beach,
FL 33401.
| Item
2. | Identity
and Background |
(a) This
statement is being filed by Funicular Funds, LP (the “Fund”), a Delaware limited partnership, with respect to Shares beneficially
owned and held of record by the Fund. The General Partner of the Fund is Cable Car Capital LLC (“Cable Car”), a California
limited liability company which serves as investment adviser to the Fund pursuant to a written advisory agreement. Jacob Ma-Weaver, a
United States citizen, is the Managing Member of Cable Car and the ultimate individual responsible for directing the voting and disposition
of shares held by the Fund.
Each
of the Fund and Mr. Ma-Weaver are referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
(b) The
principal business address for the Reporting Persons is 601 California Street, Suite 1151, San Francisco, California 94108.
(c) The
Fund is a private investment partnership whose principal business is investing and trading in securities. Cable Car is an investment
adviser registered with the state securities authority of California. Its principal business is investment management. Mr. Ma-Weaver
has sole discretionary authority over the accounts of the Fund.
(d) During
the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item
3. | Source
and Amount of Funds or Other Considerations |
The
Shares to which this Schedule 13D relates were acquired for an aggregate purchase price of $974,735.40, inclusive of brokerage commissions.
Funds for the purchase were obtained from the available working capital of the Fund. Although the Fund has the ability to obtain margin
loans in the ordinary course of its business, no part of the purchase price was obtained on margin or through any other borrowings.
| CUSIP No. 265334102 |
|
13D |
|
Page 6 of 10 Pages |
| Item
4. | Purpose
of Transaction |
The
Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued
and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available
to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares
on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
Except
as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein,
no Reporting Person has any present plan or proposal that otherwise would relate to or result in any of the matters set forth herein.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including,
without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the
securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect
to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management
and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer
and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain
of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board
structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses,
or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some
or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps
and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.
| Item
5. | Interest
in Securities of the Issuer |
(a) The
aggregate percentage of Shares reported owned by the Reporting Persons is based on 1,182,054 shares outstanding as of August 14, 2023,
which is the total number of shares outstanding as reported on the cover page of the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2023. As of the close of business on August 23, 2023, the Fund beneficially
owned 97,652 Shares. Cable Car, as the General Partner of the Fund, may be deemed the beneficial owner of the 97,652 Shares owned by
the Fund. Mr. Ma-Weaver, as the Managing Member of Cable Car, may be deemed the beneficial owner of the 97,652 Shares owned by the Fund.
(b) The
Fund has sole voting and dispositive power over the Shares reported herein.
(c) The
transactions in the Shares by the Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
None of Cable Car or Mr. Ma-Weaver have entered into any transactions in the Shares during the past sixty days. Each Reporting Person
and Cable Car disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
(d) No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, the Shares.
(e) Not
applicable.
| CUSIP No. 265334102 |
|
13D |
|
Page 7 of 10
Pages |
| Item
6. | Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
There
are no contracts, arrangements, understandings, or relationships between the Reporting Persons and any other person with respect to the
securities of the Issuer.
| Item
7. | Material
to Be Filed as Exhibits |
Exhibit A. Joint Filing Agreement
| CUSIP No. 265334102 |
|
13D |
|
Page 8 of 10 Pages |
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
August 25, 2023
|
FUNICULAR FUNDS, LP |
| |
|
| |
By: |
/s/
Jacob Ma-Weaver |
| |
|
Name: |
Jacob Ma-Weaver |
| |
|
Title: |
Managing Member of the General Partner |
| |
|
|
|
| |
CABLE CAR CAPITAL LLC |
| |
|
| |
By: |
/s/
Jacob Ma-Weaver |
| |
|
Name: |
Jacob Ma-Weaver |
| |
|
Title: |
Managing Member |
| |
|
|
|
| |
JACOB MA-WEAVER |
| |
|
| |
By: |
/s/
Jacob Ma-Weaver |
| CUSIP No. 265334102 |
|
13D |
|
Page 9 of 10
Pages |
Exhibit
A
The
undersigned agree that this Schedule 13D, and all amendments thereto, relating to the shares of Class A common stock of Dune Acquisition
Corporation, shall be filed on behalf of the undersigned.
Dated:
August 25, 2023
|
FUNICULAR FUNDS, LP |
| |
|
| |
By: |
/s/
Jacob Ma-Weaver |
| |
|
Name: |
Jacob Ma-Weaver |
| |
|
Title: |
Managing Member of the General Partner |
| |
|
|
|
| |
CABLE CAR CAPITAL LLC |
| |
|
| |
By: |
/s/
Jacob Ma-Weaver |
| |
|
Name: |
Jacob Ma-Weaver |
| |
|
Title: |
Managing Member |
| |
|
|
|
| |
JACOB MA-WEAVER |
| |
|
| |
By: |
/s/
Jacob Ma-Weaver |
| CUSIP No. 265334102 |
|
13D |
|
Page 10 of 10
Pages |
Schedule
A
Transactions
in the Securities of the Issuer During the Past Sixty Days
| Nature of the Transaction | |
Securities
Purchased/(Sold) | | |
Price ($) | | |
Date of
Purchase/Sale |
| Purchase of Common Stock | |
| 21,566 | | |
$ | 10.0250 | | |
08/17/2023 |
| Purchase of Common Stock | |
| 41,770 | | |
$ | 10.0250 | | |
08/16/2023 |
Dune Acquisition (NASDAQ:DUNEU)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Dune Acquisition (NASDAQ:DUNEU)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
