Form 8-K - Current report

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 29, 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 5.07

Submission of Matters to a Vote of Security Holders.

On June 29, 2023, Dune Acquisition Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, holders of a total of 4,646,051 (84.56%) of the Company’s outstanding shares of capital stock, consisting of 333,551 shares of Class A common stock, par value $0.0001 per share, and 4,312,500 shares of Class B common stock, par value $0.0001 per share, held of record as of June 9, 2023, the record date for the Annual Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted on the proposals at the Annual Meeting, which are described in more detail in the definitive proxy statement of the Company filed with the Securities and Exchange Commission on June 16, 2023.

Proposal 1 – The Director Proposal: The Company’s stockholders re-elected Jeron Smith to the Company’s board of directors to serve as a Class I director until the Company’s 2026 annual meeting of stockholders or until his successor is elected and qualified, subject to his earlier death, resignation or removal.


For	Withheld	Broker Non-Votes
4,600,939	45,112	0

Proposal 2 – The Auditor Proposal: The Company’s stockholders ratified the selection by the Company’s audit committee of WithumSmith+Brown, PC to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.


For	Against	Abstain	Broker Non-Votes
4,633,259	130	12,662	N/A

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 29, 2023	By:	/s/ Carter Glatt
	Name: Title:	Carter Glatt Chief Executive Officer

Cover	Jun. 29, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 29, 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