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CORRESP Filing

Dune Acquisition Corp II
Date: May 5, 2025 · CIK: 0002041047 · Accession: 0001213900-25-039496

Offering / Registration Process

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File numbers found in text: 333-285639

Date
May 5, 2025
Author
Managing Director
Form
CORRESP
Company
Dune Acquisition Corp II

Letter

Re: Dune Acquisition Corporation II

May 5, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Benjamin Holt and David Link

Registration Statement on Form S-1

Filed March 7, 2025, as amended

File No. 333-285639

To Whom it May Concern:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Dune Acquisition Corporation II that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on May 6, 2025, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[ Signature Page Follows ]

Very truly yours,
CLEAR STREET LLC

Show Raw Text
CORRESP
 1
 filename1.htm

 May 5, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Benjamin Holt and David Link

 Re:
 Dune Acquisition Corporation II

 Registration Statement on Form S-1

 Filed March 7, 2025, as amended

 File No. 333-285639

 To Whom it May Concern:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Dune Acquisition Corporation II that
the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern
Time on May 6, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advise that they have complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 CLEAR STREET LLC

 By:
 /s/ Ryan Gerety

 Name:
 Ryan Gerety

 Title:
 Managing Director

 [ Signature Page to UW Acceleration Request ]