Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Dune Acquisition Corporation (the "Company") had previously recognized a
liability upon closing of its initial public offering ("IPO") in December 2020
for a portion of the underwriter's commissions which was contingently payable
upon closing of the Company's initial business combination, with the offsetting
entry resulting in an initial discount to the securities sold in the initial
public offering. The underwriter waived all claims to this deferred commission
in June 2022. The Company recognized the waiver as an extinguishment, with a
resulting non-operating gain recognized in its statement of operations for the
quarters ended June 30, 2022 and September 30, 2022. Upon subsequent review and
analysis, management concluded that the Company should have recognized the
extinguishment of the contingent liability as a credit to stockholders' deficit.
On April 3, 2023, the Audit Committee of the Company's Board of Directors (the
"Audit Committee"), after discussion with Company management, concluded that
such misclassification was material with respect to the unaudited interim
financial statements of the Company for the quarters ended June 30, 2022 and
September 30, 2022 included in the Company's Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission (the "SEC") on August 17, 2022
and November 14, 2022, respectively, and such unaudited interim financial
statements for the quarters ended June 30, 2022 and September 30, 2022 should no
longer be relied upon and that it is appropriate to restate them.
As a result, the Company intends to restate its financial statements as of and
for the quarterly periods ended June 30, 2022 and September 30, 2022 in the
Company's Annual Report on Form 10-K for the year ended December 31, 2022, to be
filed with the SEC (the "Form 10-K") as soon as practicable. The Form 10-K will
correct the classification error described above.
The Company does not expect the restatement to have any impact on the Company's
cash position or the cash held in the trust account established in connection
with the IPO.
After re-evaluation, the Company's management has concluded that in light of the
classification error described above, a material weakness existed in the
Company's internal control over financial reporting during the affected period
and that the Company's disclosure controls and procedures were not effective.
The Company and the Audit Committee have discussed the matters disclosed in this
Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown,
PC, the Company's independent registered public accounting firm.
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DUNE ACQU 
