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): December 1, 2023
Dune Acquisition
Corporation
(Exact name of registrant as specified in its charter)
Delaware |
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001-39819 |
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85-1617911 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
700 S. Rosemary Avenue, Suite 204 |
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West Palm Beach, FL |
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33401 |
(Address of principal executive offices) |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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Trading Symbol(s) |
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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
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DUNEU |
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The Nasdaq Stock Market LLC |
Class
A common stock, par value $0.0001 per share
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DUNE |
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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
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DUNEW |
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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. ☐
On December 1, 2023,
Dune Acquisition Corporation, a Delaware corporation (“Dune”), reconvened and then further adjourned, without conducting any
other business, the special meeting of its stockholders (the “Special Meeting”) relating to its previously announced proposed
business combination (the “Business Combination”) with Global Hydrogen Energy LLC, a Delaware limited liability company (“Global
Hydrogen”), which is described in greater detail in Dune’s definitive proxy statement (the “Proxy Statement”)
that was filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2023, as supplemented by the additional
definitive proxy soliciting materials filed on November 27, 2023, November 29, 2023 and November 30, 2023.
The Special Meeting has been further adjourned until December 4, 2023 at 10:00 a.m., New York City time (the “Adjournment”),
with no change to the location or record date of the Special Meeting.
Additional Information and Where to Find It
Dune urges investors,
stockholders and other interested persons to read the Proxy Statement as well as other documents that have been or will be filed by Dune
with the SEC, because these documents will contain important information about Dune and the Business Combination. Stockholders may obtain
copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to Dune’s proxy
solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, DUNE.info@investor.morrowsodali.com.
Participants in Solicitation
Dune and its directors
and executive officers may be deemed participants in the solicitation of proxies from Dune’s stockholders with respect to the proposed
Business Combination. A list of the names of those directors and executive officers and a description of their interests in Dune is contained
in Dune’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on April 10, 2023,
as amended by Amendment No. 1 to Dune’s Annual Report on Form 10-K/A, which was filed with the SEC on July 17, 2023, each of which
is available free of charge at the SEC’s website at www.sec.gov. To the extent such holdings of Dune’s securities may have
changed since that time, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the interests of such participants is contained in the Proxy Statement and other documents filed in connection
with the proposed Business Combination. These documents can be obtained free of charge from the sources indicated above.
Global Hydrogen and
its managers and executive officers may also be deemed to be participants in the solicitation of proxies from Dune’s stockholders
with respect to the proposed Business Combination. A list of the names of such managers and executive officers and information regarding
their interests in the proposed Business Combination are contained in the Proxy Statement and other documents filed in connection with
the proposed Business Combination.
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. Indications of, and guidance or outlook on, future earnings, dividends or financial position or
performance are also forward-looking statements. These forward-looking statements include, but are not limited to: (1) statements
regarding the Adjournment; (2) references with respect to the anticipated benefits of the proposed Business Combination and
inferences of anticipated closing timing; (3) the anticipated capitalization and enterprise value of the combined company following
the consummation of the proposed Business Combination; (4) current and future potential commercial and customer relationships; and
(5) anticipated demand for the combined company’s product and service offerings. These statements are based on various
assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of Dune’s and
Global Hydrogen’s management and are not predictions of actual performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability.
These forward-looking statements involve significant risks
and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or
implied in the forward-looking statements. Forward-looking statements are predictions, projections and other statements about future
events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Most of
these factors are outside Dune’s and Global Hydrogen’s control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to
the termination of the definitive Unit Purchase Agreement, dated May 14, 2023, governing the Business Combination between Dune and
Global Hydrogen (as amended on August 22, 2023 and November 24, 2023, the “Purchase Agreement”); (ii) the outcome of any
legal proceedings that may be instituted against Dune and Global Hydrogen following the announcement of the Purchase Agreement and
the transactions contemplated thereby; (iii) the inability of the parties to timely or successfully complete the proposed Business
Combination, including due to failure to obtain approval of the stockholders of Dune, redemptions by Dune’s stockholders,
certain regulatory approvals or the satisfaction of other conditions to closing in the Purchase Agreement; (iv) risks relating to
the uncertainty of the projected financial information with respect to Global Hydrogen; (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the Purchase Agreement or could otherwise cause the transaction to
fail to close; (vi) the impact of the COVID-19 pandemic on Global Hydrogen’s business and/or the ability of the parties to
complete the proposed Business Combination; (vii) the inability to maintain the listing of Dune’s shares on The Nasdaq Capital
Market following the proposed Business Combination; (viii) the risk that the proposed Business Combination disrupts current plans
and operations as a result of the announcement and consummation of the proposed Business Combination; (ix) the ability to recognize
the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the
ability of Global Hydrogen to grow and manage growth profitably, sell and expand its product and service offerings, implement its
growth strategy and retain its key employees; (x) risks relating to Global Hydrogen’s operations and business, including the
combined company’s ability to raise financing, hire employees, secure supplier, customer and other commercial contracts,
obtain licenses and information technology and protect itself against cybersecurity risks; (xi) intense competition and competitive
pressures from other companies worldwide in the industries in which the combined company will operate; (xii) litigation and the
ability to adequately protect the combined company’s intellectual property rights; (xiii) costs related to the proposed
Business Combination; (xiv) changes in applicable laws or regulations; and (xv) the possibility that Global Hydrogen or Dune may be
adversely affected by other economic, business and/or competitive factors. The foregoing list of factors is not exhaustive, and
there may be additional risks that neither Dune nor Global Hydrogen presently know or that Dune and Global Hydrogen currently
believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Additional information concerning certain of these and other risk factors is contained in Dune’s most recent filings with the
SEC, including the Proxy Statement, Dune’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was
filed with the SEC on April 10, 2023, as amended by Amendment No. 1 to Dune’s Annual Report on Form 10-K/A, which was filed
with the SEC on July 17, 2023, and in those other documents that Dune has filed, or will file, with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those
contained herein. In addition, forward-looking statements reflect Dune’s and Global Hydrogen’s expectations, plans or
forecasts of future events and views as of the date of this Current Report on Form 8-K. Dune and Global Hydrogen anticipate that
subsequent events and developments will cause Dune’s and Global Hydrogen’s assessments to change. All subsequent written
and oral forward-looking statements concerning Dune and Global Hydrogen, the transactions related to the proposed Business
Combination or other matters attributable to Dune, Global Hydrogen or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. While Dune and Global Hydrogen may elect to update these forward-looking
statements at some point in the future, each of Dune and Global Hydrogen expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their
expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as
required by law. These forward-looking statements should not be relied upon as representing Dune’s and Global Hydrogen’s
assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
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.
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DUNE ACQUISITION CORPORATION |
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Date: December 1, 2023 |
By: |
/s/ Michael Castaldy |
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Name:
Title: |
Michael Castaldy
Chief Financial Officer |
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