SecProbe.io

United States securities and exchange commission logo
September 18, 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. 2 to Preliminary Proxy Statement on Schedule 14A
Filed August 29, 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 August 7, 2023 letter.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A filed August 29, 2023
Risk Factors
Risks Related to Global Hydrogen
Our business model has yet to be tested . . ., page 26
1.We note your response to previous comment 2 that "[p]otential projects are added to the
development pipeline only after Global Hydrogen has met with the customer, discussed
the scope of the project, and discussed the project’s feasibility, preliminary sizing and
design." Please include this information in the proxy statement when discussing your
development pipeline.

 FirstName LastNameCarter Glatt
 Comapany NameDune Acquisition Corporation
 September 18, 2023 Page 2
 FirstName LastName
Carter Glatt
Dune Acquisition Corporation
September 18, 2023
Page 2
The fairness opinion obtained by the Dune Board from its financial advisor will not be updated .
. ., page 64
2.We note your revised disclosure that "[t]he Dune Board determined it was not required
under state corporate law to secure, and does not intend to secure, a new or updated
fairness opinion from Newbridge or any other third-party." Please amend your disclosure
to also include a discussion of how and why the decision not to secure a new fairness
opinion impacts (or does not impact) the Board's recommendation that shareholders vote
in favor of the business combination.
The Business Combination Proposal
Background of the Business Combination, page 91
3.We note your response to previous comment 7 regarding certain information and
projections provided on February 3, 2023, and March 7 and 10, 2023. Please revise the
background section to include the descriptions of such information as provided in your
response letter.
Certain Projected Financial Information, page 101
4.We note your statement that "[t]o arrive at the revenue numbers reflected in the
Projections, Global Hydrogen management calculated the probability-weighted sum of
revenue Global Hydrogen expects to be able to recognize from closed projects in calendar
years 2023 and 2024, based on the successful close of a small fraction of the potential
projects in the development pipeline." Please explain what you mean by the probability-
weighted sum of revenue. Additionally, please disclose the number of projects that
constitute the "small fraction" of the development pipeline.
Opinion of Dune's Financial Advisor
Comparable Public Company Analysis, page 109
5.We note your response to previous comment 12 and re-issue the comment in part. You
state that Newbridge "used public companies that had a minimum threshold of market
capitalization (i.e., market capitalization exceeding $200 million) in its public company
comparable analysis." You also state that, "[a]fter a review, there were no companies that
had similar business characteristics to Global Hydrogen that were below $200 million
market capitalization that were excluded from the public comparable data set." Please
clarify what is meant by "similar business characteristics to Global Hydrogen." Please also
disclose the other criteria considered in selecting the set of comparable companies prior to
your review of the outliers, including whether "similar business characteristics to Global
Hydrogen" were considered when initially selecting comparable companies with a market
capitalization exceeding $200 million.
6.We note your response to previous comment 13 and re-issue the comment in part.
Please explain why the valuation multiples for two comparable companies are not

 FirstName LastNameCarter Glatt
 Comapany NameDune Acquisition Corporation
 September 18, 2023 Page 3
 FirstName LastNameCarter Glatt
Dune Acquisition Corporation
September 18, 2023
Page 3
meaningful and what impact this determination had on the relevant analysis.
Discounted Cash Flow Analysis , page 111
7.We reference your response to comment number 9 and your disclosure on page 111 that
the Dune Board did not consider the projections in the below table when it approved the
Business Combination. In addition, in Note (2) you indicate estimates for revenue growth
and FCF margins between 2025 – 2032 were determined by Newbridge, with no
guarantees that these milestones can be achieved. Please explain to us why you have
included the long-term projections and estimates in the table and what consideration you
gave to removing these since they were not considered by the Dune Board and since
Global Hydrogen has minimal operations. We note your disclosure on page 164 that to
date Global Hydrogen does not have any customers and has not generated any revenue. If
you continue to include the long-term projections in the filing please revise to disclose
more specific information surrounding material assumptions and estimates underlying the
projections and estimates to provide investors with sufficient information to evaluate their
reasonableness, including the primary drivers such as closed project growth, closed
project size and closed project type. 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.
8.We note your statement that "The Dune Board did not consider the projections in the
below table when it approved the Business Combination." If true, please expand on this
statement to note that the Dune Board did consider the Newbridge Fairness Opinion when
it approved the Business Combination and that the Fairness Opinion was based, in part, on
the projections included in this section and the associated DCF Analysis.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Global Hydrogen
Business Overview, page 154
9.We note your disclosure here that "only a small fraction of the actively evaluated projects
need to close successfully in order for Global Hydrogen to achieve its projections."
Please balance this disclosure by noting, as you do elsewhere in the filing, that you have
yet to successfully close on a project in your pipeline and your projections were revised to
reflect the loss of an originally-forecast systems and equipment project which was
expected to close in the third quarter of 2023.
Contractual Obligations
Underwriting Agreement, page 163
10.We note your disclosure on page xx that "[u]pon the completion of the Business
Combination, Cantor and Needham, who acted as Dune’s underwriters in the IPO, have

 FirstName LastNameCarter Glatt
 Comapany NameDune Acquisition Corporation
 September 18, 2023 Page 4
 FirstName LastNameCarter Glatt
Dune Acquisition Corporation
September 18, 2023
Page 4
agreed to waive their right to receive any deferred underwriting commission" and your
disclosure here that on June 14, 2022 the Company and Cantor entered into an
Amendment Letter pursuant to which "the Company agreed to grant Cantor with a right of
first refusal to act as the Company’s capital markets advisor with an advisory fee of
$3,800,000." We also note that your disclosure does not indicate you have entered into an
amendment letter or similar arrangement with Needham. Please disclose how the waivers
from Cantor and Needham were obtained, why the waivers were agreed to, and clarify the
Company's current relationship with Cantor and Needham. If there was no dialogue
regarding the reasons for the fee waivers and you did not seek out the reasons why Cantor
or Needham were waiving deferred fees, despite already completing their services, please
indicate so in your proxy statement. Further, please revise your risk factor disclosure to
explicitly clarify that Cantor and Needham had performed all their obligations to obtain
their respective fee and therefore were gratuitously waiving the right to be compensated.
Finally, we note that it does not appear that Cantor exercised its right of first refusal to act
as capital markets advisor for this transaction with an advisory fee of $3.8 million. Please
disclose any discussions with Cantor regarding their decision not to act as capital markets
advisor, including any reasons provided for declining such representation.
Information Related to Global Hydrogen, page 164
11.We note your statements that "We offer customers reliable, low-carbon and clean
hydrogen, pure carbon dioxide, and other gases generated from a variety of feedstocks.
Our activities involve (i) the sourcing, identification, evaluation and vetting of offtake
customers seeking to purchase industrial gases, (ii) the securing of local feedstocks,
equipment, and utilities, (iii) the planning and management of projects and (iv) the
structuring and financing of our projects. We offer our customers attractive pricing as we
select and secure local, often waste, feedstock, and plan to deploy established industrial
gas generation, storage, compression, and dispensing technologies in our projects." Given
that you do not have any customers, have not generated any revenue and have not closed
any projects, please revise these statements to clarify that this is your intended business
model and not a description of your existing business operations.
12.We note your response to previous comment 10 and re-issue the comment. We also note
your statement that "[i]n 2023 and 2024, Global Hydrogen plans to focus on the sale of
systems and equipment and anticipates generating revenue from such sales." Please
explain how you intend to generate revenue from the sale of systems and equipment in
2023 and 2024, given that you do not appear to currently own or manufacture any systems
or equipment, do not currently own any material intellectual property, and have only two
full-time employees. If you intend to generate revenue by providing additional business
services ancillary to the systems and equipment provided by third-party suppliers and
vendors, please provide a description of this business model. In this regard, we note your
statement on page 103 that "Global Hydrogen anticipates initially generating revenue
through the sale of customer-specific hydrogen generation and carbon recovery equipment
and solutions — such as design, engineering, installation, commissioning, and startup —

 FirstName LastNameCarter Glatt
 Comapany NameDune Acquisition Corporation
 September 18, 2023 Page 5
 FirstName LastName
Carter Glatt
Dune Acquisition Corporation
September 18, 2023
Page 5
to customers," and your statement on page 164 that "[i]n making sales of systems and
equipment, Global Hydrogen anticipates that potential customers will retain responsibility
for applying for and receiving regulatory approvals, acquiring land for properties, and
overseeing the commencement of civil works for hydrogen refueling station construction"
(emphasis added). It is unclear from your disclosure what services you intend to provide
to customers. Please make corresponding changes to your description of the Projections
and Revised Projections as a clear understanding of your business model is necessary to
evaluate the reasonableness of your projections and the underlying assumptions.
13.We note your response to previous comment 16 and re-issue the comment in part. In
addition to explaining how you expect to generate revenue from your short-term business
model of selling systems and equipment and/or providing related business services, please
provide an anticipated timeframe for the execution of your long term business model of
owning plants and selling hydrogen and other gases. Please describe the steps involved
such as project identification, regulatory approvals, plant construction, and
commencement of operations along with anticipated timeframes. Please explain when in
this process you would expect to start generating revenue.
Material U.S. Federal Income Tax Considerations of the Redemptions to Holders of Dune Class
A Common Stock, page 209
14.We note your response to previous comment 21. Here or elsewhere in the proxy statement
where you discuss tax matters, please include your statement from the response letter that
because the holders of Dune Class A Common Stock that do not elect to have such stock
redeemed are not parties to the transactions in the Company’s proposed transaction
structure, the holders of Dune Class A Common Stock that do not elect to have such stock
redeemed will simply continue to hold their Dune Class A Common Stock.
            You may contact Jeanne Bennett at 202-551-3606 or Brian Cascio at 202-551-3676 if
you have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Michael P. Heinz, Esq.