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August 7, 2023
Carter Glatt
Chief Executive Officer
Dune Acquisition Corporation
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401
Re:Dune Acquisition Corporation
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed July 17, 2023
File No. 001-39819
Dear Carter Glatt:
            We have reviewed your amended proxy statement 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 this letter by amending your proxy statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your proxy statement and the information you provide
in response to these comments, we may have additional comments.  Unless we note otherwise,
our references to prior comments are to comments in our July 3, 2023 letter.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed July 17, 2023
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
1.We note your amended disclosure in response to previous comment 2. In addition to the
amended disclosure provided, please revise to disclose the aggregate and per share
implied valuation of the public shareholders' equity stake in the combined company at the
minimum, interim, and maximum redemption scenarios.

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Risk Factors
Risks Related to Global Hydrogen
Our business model has yet to be tested . . ., page 25
2.We note your response to previous comment 8, including your amended disclosure that
"[w]hile we have included in this proxy statement projections shared with Dune, these
projections are highly speculative and subject to numerous risks as disclosed herein . .
." Given your disclosure that, "as a result of the capital-intensive nature of our business,
we can be expected to continue to sustain substantial operating expenses and may not
generate sufficient revenues to cover expenditures," along with your disclosure in MD&A
elsewhere that you had an accumulated deficit as of March 31, 2023 and have not yet
generated any revenue or reached final terms with any paying customers or suppliers,
please provide us with you analysis of how management determined these projections
were reasonable.
Involvement of members of our management . . ., page 46
3.We note your amended disclosure in response to previous comment 12, including that
your Sponsor joined the complaint and asserted a claim for tortious interference on the
same date, which was later dismissed by the court. Given your disclosure that "[m]embers
of our management team and companies with which they are affiliated may be involved in
litigation relating to their business affairs unrelated to our company," please describe your
Sponsor's relationship to the relevant circumstances surrounding the proceedings with
dMY. Please also amend your disclosure to clarify why such claims, and any other
litigation unrelated to your business affairs involving members of our management and
Sponsor, could negatively affect your ability to complete an initial business combination.
Even though the Dune Board obtained and considered the fairness opinion . . ., page 62
4.We note your response to previous comment 16 and re-issue the comment. Please revise
your filing to discuss how management and the board considered the fairness opinion as
one factor in the decision to enter into the business combination, in light of the fact that
the opinion was not based on actual or historical information. In this regard, please ensure
your disclosure describes clearly and in detail how the board considered and used the
materials Newbridge provided and presented and does not simply note they were one
factor that was considered.
The Business Combination Proposal
Background of the Business Combination, page 90
5.We note your response and amended disclosure in response to previous comment 19,
describing the negotiations that took place between the parties to the business
combination, including your disclosure that "between April 19, 2023 and May 12, 2023,
Winston & Strawn, Sidley Austin, and Alston & Bird negotiated multiple turns of the

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Registration Rights Agreement and other ancillary documents, which were revised to
reflect the 'Up-C' structure." Please revise to include a description of the negotiations
related to these multiple turns, including the relevant positions of the parties, and how
they agreed upon final terms. As a related matter, we note your amended disclosures in
response to previous comment 21, describing the different valuations of Global Hydrogen,
and noting that these valuations were "determined based upon an approximate . . .
discount to its peer group's 2024 enterprise value to projected EBITDA multiples." Please
discuss the relevant negotiations of the parties resulting in the change in the company's
valuations throughout your background discussion.
6.We note your revisions in response to previous comment 22 and re-issue the comment in
part. We note there are still parts of the background section that do not disclose whether
Mr. Nance was involved with a given action or meeting involving Global Hydrogen. For
example, the meetings on January 18, 2023, January 27, 2023 and January 31, 2023 and
the discussions regarding the composition of the board of directors and management of the
combined company after the business combination that occurred between April 11, 2023
and April 26, 2023.
7.We note the following disclosures throughout the background discussion related to certain
information considered by Dune's management related to its evaluation of Global
Hydrogen:
•"On February 3, 2023, Global Hydrogen held a valuation discussion call with Dune’s
management team to discuss key public and private market comps as well as potential
valuation ranges . . . . For valuation purposes, Dune compared Global Hydrogen to
category leading publicly-traded companies related to specialty air gas and hydrogen.
Dune analyzed historic and prospective operating metrics, growth rates and other
relevant data of these comparable companies."
•"based on the revised cash flow projections provided by Global Hydrogen on
March 7, 2023 via a teleconference due diligence session."
•"On March 10, 2023, Dune’s management team held a virtual financial due diligence
session with Global Hydrogen’s management team. Mr. Nance presented a revised
financial model that included new potential projects as well as detailed financial
statements. Some of the projections had been lowered, as compared to previous
projections shared with Dune’s management team, to account for an increase in
interest rates, which had the effect of decreasing the margin profile as well as phase
shifting several projects into outer quarters. Mr. Glatt highlighted to Global
Hydrogen’s management team that the new projections merited a revised valuation
framework, as compared to the valuation framework discussed on February 3, 2023."

We also note your response to previous comment 28 that "Global Hydrogen provided to
the Dune Board only two years of projections (2023 and 2024), which are included on

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page 100." The referenced projections are dated March 10, 2023. Please provide a
summary of the projections and financial presentations referenced in the bulleted
disclosure above, including the above-referenced prospective operating metrics, growth
rates and other relevant data of comparable companies provided to Dune on February 3,
2023 and the revised cash flow projections provided by Global Hydrogen on March 7,
2023. Alternatively, please provide us with your analysis of why you are not required to
provide these projections.
Dune's Board of Directors' Reasons for Recommending the Business Combination, page 95
8.We note your response to previous comment 27 and re-issue the comment in part. With
respect to your revised statement that "Global Hydrogen is able to procure and deliver
electrolyzers in a period of less than 12 months and SMR and carbon recovery plants in
less than 18 months, depending on size and quantity of order," please clarify your basis
for this statement given that it does not appear Global Hydrogen has procured or delivered
electrolyzers to date.
Certain Projected Financial Information, page 96
9.We reference your response to previous comment number 28. Please clearly disclose that
the Dune Board did not consider the projections on page 106, if true. Revise to disclose
additional information surrounding material assumptions and estimates underlying the
projections on page 106 to provide investors with sufficient information to evaluate the
reasonableness of these projections, including the primary drivers such as closed project
growth, closed project size and closed project type. Please disclose specific assumptions
related to your planned projects (e.g. specific number of projects, size and type each year)
that were used to develop these projections. To the extent the projections are based on
multiple scenarios, discuss that fact, identify the various scenarios used, and how each
scenario was weighted. Please provide cautionary language that addresses the fact that the
farther out projections go, the more speculative they become and address the
reasonableness of 10-year projections of revenues related to operations of Global
Hydrogen that have not commenced.
10.We note your response to previous comment 30 regarding systems and equipment sold
being the most prevalent closed project type in the Projections for 2023. We also note
your revised disclosure on page 160 that "[t]he hydrogen generation and carbon recovery
technologies we offer to customers will be purchased from suppliers and vendors and sold
to customers or used by us to produce industrial gases which we sell to customers. As
such, we do not currently own material intellectual property beyond certain logos and
domain names." If true, please revise your discussion of the assumptions underlying your
Projections to explain in more detail that you do not intend to produce or develop any
systems or equipment yourself but will purchase such technologies from suppliers and
vendors. Your description should explain how you intend to generate revenue from this
business model, such as by re-selling such equipment at a higher price or adding
additional value to the underlying project customer. Please add similar clarifying

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disclosure to the business section.
11.We note your statement that "[f]or 2023, the Projections assume successful closing of two
projects of $1 million to $5 million of revenue, of the systems and equipment sold type,
and one project of $5 million to $20 million of revenue, of the systems and equipment
sold type." This suggests an estimated range of revenue for 2023 of $7M to $30M. Please
explain if these amounts are impacted by the timing of revenue recognition or other
factors, or otherwise reconcile them with the projected FY23E revenue of only $4.6M.
Opinion of Dune's Financial Advisor
Comparable Public Company Analysis, page 104
12.We note your response to previous comment 33, including that "Newbridge began its
comparable public company analysis by selecting public companies that had a minimum
threshold of market capitalization, in this case entities with market capitalization
exceeding $200 million, because that is approximately where Newbridge believes price
discovery as a function of size and trading liquidity occurs in the public markets." Please
revise your disclosure to include the explanation of why Newbridge selected entities with
market capitalizations exceeding $200 million that was included in your response letter. In
your discussion, please clarify the significance of "price discovery as a function of size
and trading liquidity," to Newbridge's comparable companies analysis, and to its ability to
determine the fairness of this transaction, given he various valuations of Global Hydrogen
disclosed in the proxy statement are all significantly below $200 million.
13.We note your response to previous comment 34 and re-issue the comment. Please amend
your disclosure to explain why Newbridge prefers to use an Enterprise Value / EBITDA
multiple when possible. In this regard, we note that your disclosure includes valuation
multiples based on both EV/Revenue and EV/EBITDA, but does not appear to explain
why the analysis is based only on EV/EBITDA. Finally, please amend your disclosure
explain why certain of the valuation multiples are listed as not meaningful and what
impact this determination had on the relevant analysis.
Discounted Cash Flow Analysis, page 105
14.We note your response to previous comment 35 and re-issue the comment. Please revise
your disclosure to explain how Newbridge arrived at the projected growth rates and FCF
Margins as noted in your response letter. In your disclosure, please explain how
Newbridge determined that a 25% growth rate was an appropriate steady rate for the
Global Hydrogen business. For example, please explain if this was based on an evaluation
of growth rates of similar businesses or industry sectors or based on a specific evaluation
of Global Hydrogen's business. Additionally, please address how Newbridge arrived at a
discount rate of 18.5% and a perpetual growth rate of 2.0% in connection with the
terminal value calculation.

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Changes to Authorized Capital Stock, page 129
15.We note your amended disclosure in response to previous comment 38 that "[t]his
amendment is necessary to effectuate the 'Up-C' structure, which the Board believes may
provide potential future tax benefits for New Global after the Closing when the Sellers
ultimately exchange their Holdings Common Units including potential tax benefits related
to any increased tax basis that may arise in connection with any such future
exchange." Given your disclosure that you will not enter a tax receivable agreement
related to this transaction, please provide additional detail describing the specific tax
benefits of the Up-C structure.
Information Related to Global Hydrogen, page 157
16.We note your response to previous comment 40 and re-issue the comment. Please provide
an anticipated timeframe for the execution of your business model, noting the steps
involved such as project identification, regulatory approvals, plant construction, and
commencement of operations. Please explain when in this process you would expect to
start generating revenue. Please explain whether you anticipate your business model will
involve significant milestone payments or if you will only generate revenue upon the
successful generation and final sale of hydrogen, carbon dioxide or other gases. Note
whether you plan to sell the gas you produce pursuant to long term contracts with fixed
prices and terms or if you expect to have significant exposure