SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dune Acquisition Holdings LLC

(Last)

(First)

(Middle)

C/O DUNE ACQUISITION CORPORATION

700 S. ROSEMARY AVENUE, SUITE 204

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dune Acquisition Corp [ DUNE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/20/2023		C⁽¹⁾		4,312,500	A	⁽¹⁾	4,312,500	D⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	09/20/2023		C⁽¹⁾			4,312,500	⁽¹⁾	⁽²⁾	Class A Common Stock	4,312,500	$0	0	D⁽³⁾

1. Name and Address of Reporting Person^*

Dune Acquisition Holdings LLC

(Last)

(First)

(Middle)

C/O DUNE ACQUISITION CORPORATION

700 S. ROSEMARY AVENUE, SUITE 204

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Glatt Carter

(Last)

(First)

(Middle)

C/O DUNE ACQUISITION CORPORATION

700 S. ROSEMARY AVENUE, SUITE 204

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

Explanation of Responses:

1. Pursuant to an Exchange Agreement entered into by Dune Acquisition Holdings LLC and the Issuer (the "Sponsor Exchange Agreement"), on September 20, 2023, Dune Acquisition Holdings LLC exchanged 4,312,500 shares of the Issuer's Class B Common Stock on a one-for-one basis for 4,312,500 shares of the Issuer's Class A Common Stock, which are subject to the same restrictions as applied to the Class B Common Stock prior to the exchange, on the terms and conditions set forth in the Sponsor Exchange Agreement.

2. The shares of Class B common stock have no expiration date.

3. Dune Acquisition Holdings LLC is the record holder of the securities reported herein. Carter Glatt is the manager of Dune Acquisition Holdings LLC and has voting and investment discretion with respect to the securities held of record by Dune Acquisition Holdings LLC. Mr. Glatt disclaims any beneficial ownership of the securities held by Dune Acquisition Holdings LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which was filed as an exhibit to Form 3 filed by the Reporting Persons on December 17, 2020, and is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1 and 24.2 - Powers of Attorney, which were filed as an exhibit to Form 3 filed by the Reporting Persons on December 17, 2020.

	/s/ Dune Acquisition Holdings LLC, By: Carter Glatt, Managing Member	12/08/2023
	/s/ Carter Glatt	12/08/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Dune Acquisition Holdings Llc converted options into 4,312,500 shares (SEC Form 4)