Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On March 24, 2023, Dune Acquisition Corporation (the "Company") received a
notice from the staff of The Nasdaq Stock Market LLC ("Nasdaq") indicating that,
for the previous 30 consecutive business days, the minimum Market Value of
Listed Securities ("MVLS") for the Company's Class A common stock was below the
$35 million minimum MVLS requirement for continued listing on The Nasdaq Capital
Market under Nasdaq Listing Rule 5550(b)(2) (the "MLVS Rule"). In accordance
with Nasdaq Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days,
or until September 20, 2023, to regain compliance with the MVLS Rule. To regain
compliance with the MLVS Rule, the MVLS for the Company's ordinary shares must
be at least $35 million for a minimum of 10 consecutive business days at any
time during this 180-day period. If the Company regains compliance with the MLVS
Rule, Nasdaq will provide the Company with written confirmation and will close
the matter.
If the Company does not regain compliance with the rule by September 20, 2023,
Nasdaq will provide notice that the Company's Class A common stock will be
delisted from the Nasdaq Capital Market. In the event of such notification, the
Nasdaq rules permit the Company an opportunity to appeal Nasdaq's determination.
The Company is monitoring the MLVS of its Class A common stock and will consider
options available to it to potentially achieve compliance.
Forward-Looking Statements
The disclosure herein includes certain statements that are not historical facts
but are forward-looking statements for purposes of the safe harbor provisions
under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. For example, there can be no assurance that
the Company will regain compliance with the MLVS Rule during any compliance
period or in the future, or otherwise meet Nasdaq compliance standards, that the
Company will be eligible for a second compliance period, or that Nasdaq will
grant the Company any relief from delisting as necessary or that the Company can
ultimately meet applicable Nasdaq requirements for any such relief. These
statements are based on various assumptions and on the current expectations of
the Company'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. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company. These forward-looking statements are
subject to a number of risks and uncertainties, including: the risk that the
Company is unable to regain compliance with the MLVS Rule by September 20, 2023;
those factors discussed in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2021 under the heading "Risk Factors," and other
documents of the Company filed, or to be filed, with the Securities Exchange
Commission. If the risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that the Company
presently does not know or that the Company currently believes are immaterial
that could also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements reflect the
Company's expectations, plans or forecasts of future events and views as of the
date hereof. The Company anticipates that subsequent events and developments
will cause the Company's assessments to change. However, while the Company may
elect to update these forward-looking statements at some point in the future,
the Company specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing the
Company's assessments as of any date subsequent to the date of this disclosure
statement. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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