Correspondence 0001213900-23-071721 from Dune Acquisition Corp (HGAS, HGASW) (CIK 0001817232) (HGAS)
Dune Acquisition Corp (HGAS, HGASW) (CIK 0001817232)
Date: Aug. 29, 2023 · CIK: 0001817232 · Accession: 0001213900-23-071721
AI Filing Summary & Sentiment
File numbers found in text: 001-39819
Letter
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
+1 312 853 7000
+1 312 853 7036 Fax
AMERICA ● ASIA PACIFIC ● EUROPE
MHEINZ@SIDLEY.COM
+1 312 853 2071
August 29, 2023
VIA EDGAR SUBMISSION
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
100 F Street, N.E.
Washington, D.C. 20549
Attn: Conlon Danberg
Katherine Bagley
Jeanne Bennett
Brian Cascio
Re: Dune Acquisition Corporation
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed July 17, 2023
File No. 001-39819
Ladies and Gentlemen:
This letter sets forth the responses of Dune Acquisition Corporation (“Dune” or the “Company”) to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter, dated August 7, 2023, with respect to the Company’s Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A, filed on July 17, 2023, File No. 001-39819 (the “Amended Proxy Statement”).
Concurrently with the submission of this letter, we are publicly filing Amendment No. 2 to the Amended Proxy Statement (the “Second Amended Proxy Statement”) in response to the Staff’s comments. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Second Amended Proxy Statement. For your convenience, each of the Staff’s comments is reprinted in bold below, followed by the Company’s responses thereto.
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.
RESPONSE:
The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see pages xviii and 6 of the Second Amended Proxy Statement.
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.
U.S. Securities and Exchange Commission
August 29, 2023
Page 2
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.
RESPONSE:
In response to the Staff’s comment, the Company respectfully advises the Staff that Global Hydrogen has built a development pipeline of more than 40 potential projects in various stages of development. Potential 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. While Global Hydrogen has not yet reached final terms with paying customers or suppliers, Global Hydrogen is at a late negotiating stage with multiple projects which Global Hydrogen expects to close successfully in 2023 in time to recognize revenue in 2023. Global Hydrogen management actively reviews its pipeline and activity with potential customers. Global Hydrogen management has determined that its projections are reasonable based on its review of its 40 potential projects, as only a small fraction of the actively evaluated projects need to close successfully in order for Global Hydrogen to achieve its projections. As a result of its regular review of its pipeline, Global Hydrogen management determined that it needed to revise its projections, and accordingly the Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see pages 104 through 106 and pages 155 and 164 of the Second Amended Proxy Statement.
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.
RESPONSE:
The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see page 47 of the Second Amended Proxy Statement. The Company does not consider the litigation with dMY Technology Group, Inc. and the other referenced parties to be material, and as a result, the Company has removed such disclosure.
U.S. Securities and Exchange Commission
August 29, 2023
Page 3
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.
RESPONSE:
The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see pages 10 and 63 of the Second Amended Proxy Statement.
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 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.
RESPONSE:
The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see pages 94 through 97 of the Second Amended Proxy Statement.
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.
RESPONSE:
The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see page 92 and pages 94 through 98 of the Second Amended Proxy Statement.
U.S. Securities and Exchange Commission
August 29, 2023
Page 4
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 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.
RESPONSE:
In response to the Staff’s comment, the Company respectfully advises the Staff that the Company has not provided these projections for the following reasons. First, the March 7, 2023 telephonic projections were substantially similar in all facets of revenue and EBITDA to the March 10, 2023 projections that were the final projections used by Newbridge and discussed in the Amended Proxy Statement, as the only difference between the two models was a sign error (i.e., a clerical modeling error) that did not have any influence on revenue or EBITDA projections. Second, the February 3, 2023 projections are not indicative of the financial forecast and business model that Global Hydrogen transacted with Dune on. The February 3, 2023 forecast was a model predicated on a $10 million (and up to $15 million) equity round that would focus Global Hydrogen’s business as a pure play infrastructure developer utilizing the growth equity. These upfront investments significantly scaled revenue and EBITDA in the initial forecast years. Additionally, Global Hydrogen did not contemplate the sale of its plants in this model and instead focused on developing and owning its own plants.
U.S. Securities and Exchange Commission
August 29, 2023
Page 5
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.
RESPONSE:
In response to the Staff’s comment, the Company respectfully advises the Staff that Global Hydrogen bases its procurement estimates on market and channel checks, in the form of quoted prices and delivery estimates from non-exclusive independent equipment suppliers, and it is Global Hydrogen’s belief and expectation that it can meet these timelines. More directly, Global Hydrogen has electrolyzer, steam methane reforming, carbon capture, and associated equipment (hydrogen and natural gas compressors, hydrogen storage vessels, etc.) quotes in hand from independent suppliers who have met the stated accelerated delivery schedules for other clients on these items in the past and have capacity to fulfill orders from Global Hydrogen on the timelines described. Through visits to the on-site manufacturing, plant and facilities of these distributors and suppliers, Global Hydrogen’s management team identified, validated and inspected the physical plant and facilities of these suppliers. For competitive reasons, the Company does not wish to disclose the names of these suppliers.
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.
RESPONSE:
The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see pages 110 and 111 of the Second Amended Proxy Statement.
U.S. Securities and Exchange Commission
August 29, 2023
Page 6
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 ge
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filename1.htm
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
+1 312 853 7000
+1 312 853 7036 Fax
AMERICA ●
ASIA PACIFIC ● EUROPE
MHEINZ@SIDLEY.COM
+1 312 853 2071
August 29, 2023
VIA EDGAR SUBMISSION
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Conlon Danberg
Katherine Bagley
Jeanne Bennett
Brian Cascio
Re:
Dune Acquisition Corporation
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed July 17, 2023
File No. 001-39819
Ladies and Gentlemen:
This letter sets forth the
responses of Dune Acquisition Corporation (“Dune” or the “Company”) to the comments
of the Staff (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter,
dated August 7, 2023, with respect to the Company’s Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A, filed on
July 17, 2023, File No. 001-39819 (the “Amended Proxy Statement”).
Concurrently with the
submission of this letter, we are publicly filing Amendment No. 2 to the Amended Proxy Statement (the “Second Amended
Proxy Statement”) in response to the Staff’s comments. Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed thereto in the Second Amended Proxy Statement. For your convenience, each of the Staff’s
comments is reprinted in bold below, followed by the Company’s responses thereto.
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.
RESPONSE:
The Company has revised the
Amended Proxy Statement in response to the Staff’s comment. Please see pages xviii and 6 of the Second Amended Proxy Statement.
Sidley
Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.
U.S. Securities and Exchange Commission
August 29, 2023
Page 2
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.
RESPONSE:
In response to the
Staff’s comment, the Company respectfully advises the Staff that Global Hydrogen has built a development pipeline of more than
40 potential projects in various stages of development. Potential 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. While Global Hydrogen has not yet reached final terms with paying customers or suppliers, Global
Hydrogen is at a late negotiating stage with multiple projects which Global Hydrogen expects to close successfully in 2023 in time
to recognize revenue in 2023. Global Hydrogen management actively reviews its pipeline and activity with potential customers. Global
Hydrogen management has determined that its projections are reasonable based on its review of its 40 potential projects, as only a
small fraction of the actively evaluated projects need to close successfully in order for Global Hydrogen to achieve its
projections. As a result of its regular review of its
pipeline, Global Hydrogen management determined that it needed to revise its projections, and accordingly the Company has revised
the Amended Proxy Statement in response to the Staff’s comment. Please see pages 104 through 106 and pages 155 and 164 of the Second Amended
Proxy Statement.
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.
RESPONSE:
The Company has revised the
Amended Proxy Statement in response to the Staff’s comment. Please see page 47 of the Second Amended Proxy Statement. The Company
does not consider the litigation with dMY Technology Group, Inc. and the other referenced parties to be material, and as a result, the
Company has removed such disclosure.
U.S. Securities and Exchange Commission
August 29, 2023
Page 3
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.
RESPONSE:
The Company has revised the
Amended Proxy Statement in response to the Staff’s comment. Please see pages 10 and 63 of the Second Amended Proxy Statement.
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 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.
RESPONSE:
The Company has revised the
Amended Proxy Statement in response to the Staff’s comment. Please see pages 94 through 97 of the Second Amended Proxy Statement.
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.
RESPONSE:
The Company has revised the
Amended Proxy Statement in response to the Staff’s comment. Please see page 92 and pages 94 through 98 of the Second Amended Proxy Statement.
U.S. Securities and Exchange Commission
August 29, 2023
Page 4
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 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.
RESPONSE:
In response to the Staff’s
comment, the Company respectfully advises the Staff that the Company has not provided these projections for the following reasons. First,
the March 7, 2023 telephonic projections were substantially similar in all facets of revenue and EBITDA to the March 10, 2023 projections
that were the final projections used by Newbridge and discussed in the Amended Proxy Statement, as the only difference between the two
models was a sign error (i.e., a clerical modeling error) that did not have any influence on revenue or EBITDA projections. Second, the
February 3, 2023 projections are not indicative of the financial forecast and business model that Global Hydrogen transacted with Dune
on. The February 3, 2023 forecast was a model predicated on a $10 million (and up to $15 million) equity round that would focus Global
Hydrogen’s business as a pure play infrastructure developer utilizing the growth equity. These upfront investments significantly
scaled revenue and EBITDA in the initial forecast years. Additionally, Global Hydrogen did not contemplate the sale of its plants in this
model and instead focused on developing and owning its own plants.
U.S. Securities and Exchange Commission
August 29, 2023
Page 5
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.
RESPONSE:
In response to the Staff’s
comment, the Company respectfully advises the Staff that Global Hydrogen bases its procurement estimates on market and channel checks,
in the form of quoted prices and delivery estimates from non-exclusive independent equipment suppliers, and it is Global Hydrogen’s
belief and expectation that it can meet these timelines. More directly, Global Hydrogen has electrolyzer, steam
methane reforming, carbon capture, and associated equipment (hydrogen and natural gas compressors, hydrogen storage vessels, etc.)
quotes in hand from independent suppliers who have met the stated accelerated delivery schedules for other clients on these items in the
past and have capacity to fulfill orders from Global Hydrogen on the timelines described. Through visits to the on-site manufacturing,
plant and facilities of these distributors and suppliers, Global Hydrogen’s management team identified, validated and inspected
the physical plant and facilities of these suppliers. For competitive reasons, the Company does not wish to disclose the names of these
suppliers.
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.
RESPONSE:
The Company has revised
the Amended Proxy Statement in response to the Staff’s comment. Please see pages 110 and 111 of the Second Amended Proxy
Statement.
U.S. Securities and Exchange Commission
August 29, 2023
Page 6
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
ge