SC 13G 1 efc21-449_sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.)*

Dune Acquisition Corporation

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

265334102

(CUSIP Number)

June 28, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

265334102

1	NAMES OF REPORTING PERSONS
	Whitebox Advisors LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			463,100 (see item 4)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			463,100 (see item 4)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	463,100 (see item 4)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.05% (see item 4)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

CUSIP No.

265334102

1	NAMES OF REPORTING PERSONS
	Whitebox General Partner LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			463,100 (see item 4)

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			463,100 (see item 4)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	463,100 (see item 4)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.05% (see item 4)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No.

265334102

Item 1.	(a).	Name of Issuer:
		Dune Acquisition Corporation
	(b).	Address of issuer’s principal executive offices:
		700 S. Rosemary Avenue, Suite 204, West Palm Beach, FL, 33401
Item 2.	(a).	Name of person filing:
		This statement is filed by:
		(i)	Whitebox Advisors LLC, a Delaware limited liability company (“WA”); and
		(ii)	Whitebox General Partner LLC, a Delaware limited liability company (“WGP”).
	(b).	Address or principal business office or, if none, residence:
		The address of the business office of WA and WGP is: 3033 Excelsior Boulevard Suite 500 Minneapolis, MN 55416
	(c).	Citizenship:
		WA and WGP are organized under the laws of the State of Delaware.
	(d).	Title of class of securities:
		Common Stock, $0.0001 par value
	(e).	CUSIP No.:
		265334102
Item 3.	If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
	(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

CUSIP No.

265334102

Item 4.	Ownership.
	(a)	Amount beneficially owned:
		Each of WA and WGP is deemed to be the beneficial owner of 463,100 shares of Common Stock, $0.0001 par value (“Common Stock”) as a result of WA’s clients’ ownership of shares of Common Stock of the Issuer. This amount excludes warrants to purchase shares of Common Stock (“Warrants”) held directly by the Reporting Persons, because the Reporting Persons do not have the right to acquire the shares of Common Stock underlying the Warrants within 60 days.
	(b)	Percent of class:
		Each of WA and WGP is deemed to beneficially own 5.05% of the Issuer’s Common Stock. Percent of class is calculated based on an aggregate of (i) 9,167,323 shares of Common Stock outstanding as of May 28, 2021, as reported in the Issuer’s Form 10-Q filed on June 21, 2021.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote	0
		(ii)	Shared power to vote or to direct the vote	463,100
		(iii)	Sole power to dispose or to direct the disposition of	0
		(iv)	Shared power to dispose or to direct the disposition of	463,100
Item 5.	Ownership of Five Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable
Item 10.	Certification.
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	July 8, 2021
	(Date)
	WHITEBOX ADVISORS LLC
	/s/ Daniel Altabef
	(Signature)
	Daniel Altabef General Counsel-Regulatory Affairs & Compliance
	(Name/Title)
	July 8, 2021
	(Date)
	WHITEBOX GENERAL PARTNER LLC

	/s/ Daniel Altabef
	(Signature)
	Daniel Altabef General Counsel-Regulatory Affairs & Compliance
	(Name/Title)

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

Each of the undersigned hereby consents and agrees to this joint filing to Schedule 13G for the Common Stock of Dune Acquisition Corporation

	July 8, 2021
	(Date)
	WHITEBOX ADVISORS LLC
	/s/ Daniel Altabef
	(Signature)
	Daniel Altabef General Counsel-Regulatory Affairs & Compliance
	(Name/Title)
	July 8, 2021
	(Date)
	WHITEBOX GENERAL PARTNER LLC
	/s/ Daniel Altabef
	(Signature)
	Daniel Altabef General Counsel-Regulatory Affairs & Compliance
	(Name/Title)

SEC Form SC 13G filed by Dune Acquisition Corporation