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July 3, 2023
Carter Glatt
Chief Executive Officer
Dune Acquisition Corporation
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401
Re:Dune Acquisition Corporation
Preliminary Proxy Statement on Schedule 14A
Filed June 5, 2023
File No. 001-39819
Dear Carter Glatt:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed June 5, 2023
Cautionary Note Regarding Forward-Looking Statements, page ix
1.We note your reliance upon the safe harbor for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995. Because the application of the
safe harbor to your initial business combination is unsettled (due in part to no definitive
case law regarding its application), please condition your reliance with qualifying
language that the protections of the safe harbor of the Private Securities Litigation Reform
Act of 1995 may not be available.
Questions and Answers About the Business Combination and the Special Meeting
Q: What equity stake will current Dune stockholders and the Sellers hold . . ., page xvii
2.We note that, assuming no further redemptions, current Dune public stockholders are
expected to hold an approximate 10.5% equity stake in New Global after the Business
Combination. Here or elsewhere in the proxy statement, please state the aggregate and per

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share implied valuation of this 10.5% stake based on (i) the $57.5 million Company
Equity Value under the Unit Purchase Agreement, (ii) the $99.2 million implied equity
value using the Comparable Public Company Analysis from the Newbridge fairness
opinion and (iii) the $114.5 million valuation from the DCF Analysis from the Newbridge
fairness opinion.
3.Please disclose whether the combined company will be a “controlled company” as defined
under the relevant Nasdaq listing rules and, if so, whether you intend to rely on the
exemptions as a controlled company.  If applicable, please include risk factor disclosure
that discusses the effect, risks and uncertainties of being designated a controlled company,
including but not limited to, the result that you may elect not to comply with certain
corporate governance requirements.
Q: What happens to the funds deposited in the Trust Account after consummation of the
Business Combination?, page xx
4.We note your disclosure that "holders of an aggregate of 16,067,946 shares of Class A
Common Stock exercised . . . their right to redeem such shares for a pro rata portion of the
funds held in the Trust Account."  Please revise your disclosure in this section to provide
the percentage of total shares of Class A Common Stock this number of shares
represented at the time of the stockholder vote.
Q: What is an "Up-C" Structure?, page xx
5.We note your disclosure that the Business Combination will result in an Up-C structure.
Please disclose whether you have entered or intend to enter into a Tax Receivable
Agreement or any similar tax agreement or arrangement with the Sellers. Please include
such tax agreement in your proxy statement and describe its material terms.
Q: Why is the NTA Proposal being proposed?, page xxii
6.We note your disclosure that the NTA Proposal would "remove from the Current charter
requirements limiting Dune's ability to redeem shares of Dune Class A Common Stock
and consummate an initial business combination if the amount of Dune Stockholder
Redemptions would cause Dune to have less than $5,000,0001 in net tangible assets," and
that the NTA Proposal is conditioned upon the approval of the Business Combination
Proposal. We also note your disclosure that you will not be required to meet the
$5,000,001 in net tangible assets to avoid the definition of penny stock because securities
of the combined company are or will be listed on a national securities exchange upon the
Closing.  However, if the amount in the trust falls below $5,000,001 as a result of
redemptions, you would likely no longer meet the Nasdaq listing standards. At that point,
it is possible you would become a penny stock. Please revise here and elsewhere as
appropriate to clearly discuss the impact that the trust falling below $5,000,001 would
have upon your listing on Nasdaq and discuss the consideration given to this possibility in
your determination to propose to remove this provision from your charter. Please provide

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clear disclosure that removal of this provision could result in your securities falling within
the definition of penny stock and clearly discuss the risk to you and investors if your
securities were to fall within the definition of penny stock. In your discussion, please
clarify whether the NTA Proposal is conditioned solely upon the approval of the business
combination or the business combination's closing.
Summary of the Proxy Statement, page 1
7.We note that the audit opinions for Dune and Global Hydrogen includes paragraphs
related to substantial doubt about the ability of Dune and Global Hydrogen, respectively,
to continue as going concerns. Please include prominent disclosure regarding this point in
the Summary section. As a related matter, please prominently disclose, where you provide
information about the parties to the business combination, that Global Hydrogen has not
yet commenced operations or developed plans to execute its anticipated business lines.
Risk Factors
Risks Related to Global Hydrogen
Our business model has yet to be tested . . ., page 24
8.We note your statement that "as a result of the capital-intensive nature of our business, we
can be expected to continue to sustain substantial operating expenses without generating
sufficient revenues to cover expenditures." Please reconcile this statement with
management's projections for 2023 and 2024 and the discounted cash flow analysis
included in the proxy statement which show positive free cash flow and stable free cash
flow margins from 2023 through 2032.
Our potential international expansion . . ., page 25
9.Given that Global Hydrogen has yet to commence operations, please clarify when you
expect to expand internationally.  Alternatively, remove this and any similar or related
disclosure from your filing.
Risks Related to New Global's Shares Following the Transactions
Dune's Sponsor, directors, officers, advisors or their affiliates may enter into certain transactions,
including purchasing . . ., page 37
10.We note your disclosure on page 37 and 86 indicating that Dune’s Sponsor, directors,
officers, advisors or their affiliates may enter into transactions with investors and others to
provide them with incentives to acquire public shares or vote their public shares in favor
of the Business Combination. Please provide your analysis on how such purchases will
comply with Rule 14e-5, including whether the price offered in such purchases may be
higher than the redemption price. To the extent you are relying on Tender Offer Rules and
Schedules Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please
provide an analysis regarding how it applies to your circumstances.

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Nasdaq may delist New Global's securities . . ., page 40
11.We note your disclosure that "Dune cannot assure you that . . . New Global's securities
will be listed on Nasdaq following the Business Combination."  However, you
disclose elsewhere that Nasdaq listing is a condition to closing of the business
combination.  Please revise for consistency.
Involvement of members of our management . . ., page 44
12.You disclose that members of your management team and companies with which they are
affiliated maybe involved in litigation relating to their business affairs unrelated to your
company, and that no claims were asserted against you or your Sponsor.  However, you
also disclose that, on December 8, 2020, your Sponsor filed amended counterclaims in
certain litigation.  Please clarify the extent of your Sponsor's involvement in these
proceedings, and how its involvement could impact your business.
Risks Related to Dune and the Business Combination
Our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase
shares or public warrants . . ., page 45
13.We note your statement that "purchases of public shares could be to vote such shares in
favor of the Business Combination and thereby increase the likelihood of obtaining
stockholder approval of the Business Combination or to satisfy a Closing condition in the
Purchase Agreement that requires us to have a certain amount of cash at the Closing,
where it appears that such requirement would otherwise not be met." Please clarify if the
Purchase Agreement contains a minimum cash at Closing requirement.
A provision of our warrant agreement may make it more difficult for us to consummate an initial
business combination., page 47
14.Please expand on this risk factor to note whether you anticipate this provision would be
triggered by the proposed Business Combination.
The ability of Dune stockholders to exercise redemption rights with respect to a large number of
shares . . ., page 51
15.We note your disclosure that "[i]f a larger number of shares are submitted for redemption
than we initially expected, we may need to restructure the transaction to reserve a greater
portion of the cash in the Trust Account. The above considerations may limit our ability to
complete the Business Combination . . ." Your disclosure elsewhere in the proxy
statement suggests that under a maximum redemption scenario you will still be able to
complete the Business Combination even if 100% of the public shareholders redeem their
shares. Please revise this language or specify the circumstances under which you would
need to restructure or abandon the transaction as a result of redemptions.

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Even though the Dune Board obtained and considered the fairness opinion . . ., page 60
16.You disclose that the Dune Board obtained and considered the fairness opinion provided
by Newbridge as one of the many factors considered in the board's evaluation of the
proposed Business Combination.  However, you also disclose that "the information
provided to Newbridge and to Dune about Global Hydrogen was illustrative in nature, is
not based on actual or historical information, and is subject to a variety of assumptions,
risks and contingencies;" and "no assurance can be given that the price Dune is paying for
Global hydrogen is fair, from a financial point of view, to Dune and its
stockholders." Please revise your filing to disclose why Dune elected to have Newbridge
present the materials to the board of directors in connection with the business
combination, given that the opinion is "not based on actual or historical information."
Ensure your disclosure describes clearly how the board used the materials Newbridge
provided and presented. In addition, shareholders are entitled to rely upon all disclosure
contained in proxy, especially as it relates to the fairness of the consideration to be paid,
and you should remove any disclosure implying that shareholders should not be able to
rely upon the fairness opinion and related disclosure.
If we are deemed to be an investment company under the Investment Company Act . . ., page 65
17.Please update this risk factor to note as discussed elsewhere in the proxy statement
that, on December 15, 2022, to mitigate the risk of you being deemed to have been
operating as an unregistered investment company under the Investment Company Act,
you instructed Continental, the trustee with respect to the trust account, to liquidate the
U.S. government treasury obligations or money market funds held in the trust account and
thereafter to hold all funds in the trust account in cash (i.e., in one or more interest-
bearing demand deposit accounts) until the earlier of the consummation of a business
combination or your liquidation.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 73
18.Please disclose whether there are any minimum cash or minimum equity conditions for
the business combination and how you plan to meet these conditions under each
redemption scenario. We also reference in Note (F) that under the maximum redemption
scenario there will be insufficient cash to pay the estimated transactional related fees and
expenses and you have reflected a reversal of part of these transactional fees and expenses
due to the cash shortfall. Please disclose how this cash shortfall and failure to pay the
transactional related fees impacts the business combination and your plans to address this
matter.
The Business Combination Proposal
Background of the Business Combination, page 89
19.Please revise your disclosure in this section to include negotiations relating to material
terms of the transaction, including the Up-C structure of the post-combination company,

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the removal of the net tangible assets threshold from the company charter, the
composition of the board of directors and management of the combined company after the
business combination, and the amount of the equity incentive plan. In your revised
disclosure, please explain the reasons for such terms, each party's position on such issues
and how you reached agreement on the final terms.
20.We note your disclosure that "[i]n December 2022, Dune’s management team began
considering investments in the clean technology sector." Please state whether you
evaluated or considered potential transactions with any other businesses in the clean
technology sector prior to entering into the Business Combination with Global Hydrogen.
Please also note what consideration you gave to pursuing a new transaction in the
software industry or fintech sector after the termination of the TradeZero transaction.
Amend your disclosure in this section to provide detailed discussion of the alternative
targets considered by you, if any, including how the consideration of these target
businesses progressed and the reasons why these alternative targets were not ultimately
pursued.
21.We note your statement here that "Dune suggested that transaction consideration of
$75 million in equity and an additional 2,500,000 million shares as earn-out consideration
could be a constructive starting point for valuation, pending Dune’s findings as a result of
continued due diligence of Global Hydrogen" and similar statements on page 90 regarding
proposed transaction consideration of $60 million, $52.5 million, $62.5 million and $57.5
million. Please revise this section to disclose how the parties arrived at these valuations,
including the methodology employed in reaching the valuations.
22.When discussing t