8-K

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)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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.

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.

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.