SEC Comment Letter 0000000000-23-011508 to Dune Acquisition Corp (HGAS, HGASW) (CIK 0001817232) (HGAS)
Dune Acquisition Corp (HGAS, HGASW) (CIK 0001817232)
Date: Oct. 20, 2023 · CIK: 0001817232 · Accession: 0000000000-23-011508
AI Filing Summary & Sentiment
File numbers found in text: 001-39819
Letter
United States securities and exchange commission logo October 20, 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. 3 to Preliminary Proxy Statement on Schedule 14A Filed September 29, 2023 File No. 001-39819 Dear Carter Glatt: We have reviewed your amended proxy statement and have the following comment(s). Please respond to this letter by amending your proxy statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our September 18, 2023 letter. Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A, filed September 29, 2023 Opinion of Dune's Financial Advisor Discounted Cash Flow Analysis, page 115 1.We note your statement that "The 2023 – 2032 forecast was one of multiple financial analyses used by Newbridge in connection with its opinion based on guidance from Global Hydrogen." Please expand on this statement to explain the other financial analyses Newbridge used in connection with its opinion. Please note if the other financial analyses are disclosed in the proxy statement. To the extent the financial analyses are not disclosed, please explain why you believe they are not required to be disclosed.
FirstName LastNameCarter Glatt Comapany NameDune Acquisition Corporation October 20, 2023 Page 2 FirstName LastName Carter Glatt Dune Acquisition Corporation October 20, 2023 Page 2 Please 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.
Show Raw Text
United States securities and exchange commission logo
October 20, 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. 3 to Preliminary Proxy Statement on Schedule 14A
Filed September 29, 2023
File No. 001-39819
Dear Carter Glatt:
We have reviewed your amended proxy statement and have the following comment(s).
Please respond to this letter by amending your proxy statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any
references to prior comments are to comments in our September 18, 2023 letter.
Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A, filed September 29, 2023
Opinion of Dune's Financial Advisor
Discounted Cash Flow Analysis, page 115
1.We note your statement that "The 2023 – 2032 forecast was one of multiple financial
analyses used by Newbridge in connection with its opinion based on guidance from
Global Hydrogen." Please expand on this statement to explain the other financial analyses
Newbridge used in connection with its opinion. Please note if the other financial analyses
are disclosed in the proxy statement. To the extent the financial analyses are not disclosed,
please explain why you believe they are not required to be disclosed.
FirstName LastNameCarter Glatt
Comapany NameDune Acquisition Corporation
October 20, 2023 Page 2
FirstName LastName
Carter Glatt
Dune Acquisition Corporation
October 20, 2023
Page 2
Please 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.