SecProbe.io

<DOCUMENT>
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 January 2, 2026

Shachi Shah
Chief Financial Officer
Global Gas Corp
700 S. Rosemary Avenue , Suite 204
West Palm Beach , Florida 33401

 Re: Global Gas Corp
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed March 31, 2025
 File No. 001-39819
Dear Shachi Shah:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Graubard
 Miller

 The Chrysler Building
 405 Lexington Avenue
 New
York, N.Y. 10174-4499

 facsimile

 direct dial number

 (212) 818-8881

 (212) 818-8638

 email address

 jgallant@graubard.com

 December 31, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Global Gas Corp

 Form 10-K for Fiscal Year Ended December 31, 2024

 Filed March 31, 2025

 Form 10-Q for Fiscal Quarter Ended September 30, 2025

 Filed November 14, 2025

 Response Letter Dated December 23, 2025

 File No. 001-39819

 Ladies and Gentlemen:

 On behalf of Global Gas Corp.
(the "Company"), we respond as follows to the Staff's comment letter, dated December 29, 2025, relating to the above-captioned
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Annual Report") and Form 10-Q for the fiscal
quarter ended September 30, 2025 (the "Quarterly Report").

 Please note that for the Staff's
convenience, we have recited each of the Staff's comments and provided the Company's response to each comment immediately
thereafter.

 Form 10-K for Fiscal Year Ended
December 31, 2024

 Item 9A. Controls and Procedures,
page 38

 1. We note your response to comment 2. Please expand your disclosures to include the information required by Item 308(a)(2) and
Item 308(a)(3) of Regulation S-K.

 The Staff's comment is duly noted. The Company
will include responsive disclosure in the Annual Report on Form 10-K for the fiscal year ending December 31, 2025 (the next periodic report
that would be required to be filed by the Company). However, to amend the prior filings would be prohibitively expensive for the Company
and would require it to incur additional accounting and printing expenses that would further impair the Company as it does not have the
current ability to pay for. The Company respectfully believes this approach properly balances the need for corrective disclosure against
unnecessary expenses.

 Securities and Exchange Commission

 December 30, 2025

 Page 2

 Form 10-Q for the Quarter Ended
September 30, 2025

 Exhibit 31, page 29

 2. Please expand the language included in paragraph 4 to the 302 certifications to include "and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))" as required by Item 601(b)(31)(i) of Regulation S-K.

 The Staff's comment is duly noted. However, as indicated
above, requiring the Company to amend the prior filings would be prohibitively expensive for the Company and would require it to incur
additional accounting and printing expenses that would further impair the Company as it does not have the current ability to pay for.
Therefore, the Company respectfully submits that it will include the above-referenced disclosure in the Annual Report on Form 10-K for
the fiscal year ending December 31, 2025 and in subsequent Forms 10-Q as necessary.

 *************

 If you have any questions, please do not hesitate
to contact me at the above telephone and facsimile numbers.

 Sincerely,

 /s/ Jeffrey M. Gallant

 Jeffrey M. Gallant

 cc: Carter Glatt, Chairman

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 December 29, 2025

Shachi Shah
Chief Financial Officer
Global Gas Corp
700 S. Rosemary Avenue , Suite 204
West Palm Beach , Florida 33401

 Re: Global Gas Corp
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed March 31, 2025
 Form 10-Q for Fiscal Quarter Ended September 30, 2025
 Filed November 14, 2025
 Response Letter Dated December 23, 2025
 File No. 001-39819
Dear Shachi Shah:

 We have reviewed your December 23, 2025 response to our comment letter
and have
the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our
December 11, 2025 letter.

Form 10-K for Fiscal Year Ended December 31, 2024
Item 9A. Controls and Procedures, page 38

1. We note your response to comment 2. Please expand your disclosures to
include the
 information required by Item 308(a)(2) and Item 308(a)(3) of Regulation
S-K.
Form 10-Q for the Quarter Ended September 30, 2025
Exhibit 31, page 29

2. Please expand the language included in paragraph 4 to the 302
certifications to
 include and internal control over financial reporting (as defined in
Exchange
 December 29, 2025
Page 2

 Act Rules 13a-15(f) and 15d-15(f)) as required by Item 601(b)(31)(i)
of Regulation
 S-K.
 Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Graubard Miller
 The Chrysler Building
 405 Lexington Avenue
 New York,
 N.Y. 10174-4499
 (212) 818-8800

 facsimile

 direct dial number

 (212) 818-8881

 (212) 818-8638

 email address

 jgallant@graubard.com

 December 23, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Global
Gas Corp
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed March 31, 2025
 File No. 001-39819

 Ladies and Gentlemen:

 On behalf of Global Gas Corp.
(the "Company"), we respond as follows to the Staff's comment letter, dated December 11, 2025, relating to the above-captioned
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Annual Report"). Capitalized terms used but not
defined in this letter have the meanings ascribed to them in the Annual Report.

 Please note that for the Staff's
convenience, we have recited each of the Staff's comments and provided the Company's response to each comment immediately
thereafter.

 Form 10-K for Fiscal Year Ended
December 31, 2024

 Item 9A. Controls and Procedures,
page 38

 1. We note you identified a material weakness in your internal control over financial reporting but have concluded that your disclosure
controls and procedures were effective. Section II.D. of SEC Release No. 33-8238 states, "disclosure controls and procedures will
include those components of internal control over financial reporting that provide reasonable assurances that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles." Please
tell us how you are able to support your conclusion that your disclosure controls and procedures are effective as of December 31, 2024,
and the end of subsequent quarters. Otherwise, please amend your Form 10-K and subsequent Forms 10-Q to revise your conclusions.

 The Staff's comment is duly noted. The disclosure
in the Annual Report indicating that the Company's controls and procedures were effective as of December 31, 2024 and the end of
subsequent quarters was included in error. The Company acknowledges that its controls and procedures were not effective as of such dates.
However, to amend the prior filings would be prohibitively expensive for the Company and would require it to incur additional accounting
and printing expenses that would further impair the Company as it does not have the current ability to pay for. Therefore, the Company
respectfully submits that it will make corrective disclosure in the Annual Report on Form 10-K for the fiscal year ending December 31,
2025 (the next periodic report that would be required to be filed by the Company) indicating that the Company's controls and procedures
were not effective as of such dates, along with the required disclosure for the year ending December 31, 2025. The Company respectfully
believes this properly balances the need for corrective disclosure against unnecessary expenses.

 Securities and Exchange Commission

 December 23, 2025

 Page 2

 2. We note that this Form 10-K is your first annual report after the merger with the SPAC entity. In accordance with Instruction
1 to Item 308 of Regulation S-K, please expand your disclosures in the amendment to your Form 10-K to state that the annual report does
not include a report of management's assessment regarding internal control over financial reporting due to a transition period established
by rules of the Securities and Exchange Commission for newly public companies.

 The Staff's comment is duly noted. However,
the Annual Report was the Company's second annual report after the merger with the SPAC entity. Specifically, the Company filed
an Annual Report on Form 10-K for the fiscal year ended December 31, 2023 on April 1, 2024. Accordingly, the Company respectfully believes
that this comment is not applicable.

 3. In an amendment to your Form 10-K, please provide the disclosures required by Item 308(c) of Regulation S-K. Also address this
comment for your subsequent Forms 10- Q.

 The Staff's comment is duly noted. However, as indicated
above, requiring the Company to amend the prior filings would be prohibitively expensive for the Company and would require it to incur
additional accounting and printing expenses that would further impair the Company as it does not have the current ability to pay for.
Therefore, the Company respectfully submits that it will include disclosure in the Annual Report on Form 10-K for the fiscal year ending
December 31, 2025 and in subsequent Forms 10-Q indicating whether any change in the Company's internal control over financial reporting
occurred that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial
reporting.

 *************

 Securities and Exchange Commission

 December 23, 2025

 Page 3

 If you have any questions, please do not hesitate
to contact me at the above telephone and facsimile numbers.

 Sincerely,

 /s/ Jeffrey M. Gallant

 Jeffrey M. Gallant

 cc: Carter Glatt, Chairman

December 11, 2025
Shachi Shah
Chief Financial Officer
Global Gas Corp
700 S. Rosemary Avenue , Suite 204
West Palm Beach , Florida 33401
Re:Global Gas Corp
Form 10-K for Fiscal Year Ended December 31, 2024
Filed March 31, 2025
File No. 001-39819
Dear Shachi Shah:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2024
Item 9A. Controls and Procedures, page 38
1.We note you identified a material weakness in your internal control over financial
reporting but have concluded that your disclosure controls and procedures were
effective. Section II.D. of SEC Release No. 33-8238 states, “disclosure controls and
procedures will include those components of internal control over financial reporting
that provide reasonable assurances that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles.” Please tell us how you are able to support your conclusion that
your disclosure controls and procedures are effective as of December 31, 2024, and
the end of subsequent quarters.  Otherwise, please amend your Form 10-K and
subsequent Forms 10-Q to revise your conclusions.
We note that this Form 10-K is your first annual report after the merger with the
SPAC entity. In accordance with Instruction 1 to Item 308 of Regulation S-K, please
expand your disclosures in the amendment to your Form 10-K to state that the annual
report does not include a report of management’s assessment regarding internal 2.

December 11, 2025
Page 2
control over financial reporting due to a transition period established by rules of the
Securities and Exchange Commission for newly public companies.
3.In an amendment to your Form 10-K, please provide the disclosures required by Item
308(c) of Regulation S-K. Also address this comment for your subsequent Forms 10-
Q.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

United States securities and exchange commission logo
November 6, 2023
Carter Glatt
Chief Executive Officer
Dune Acquisition Corporation
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401
Re:Dune Acquisition Corporation
Preliminary Proxy Statement on Schedule 14A
Filed June 5, 2023
File No. 001-39819
Dear Carter Glatt:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Michael P. Heinz, Esq.

CORRESP
1
filename1.htm

    Sidley
    Austin LLP

    787
    Seventh Avenue

    New
    York, NY 10019

    +1
    212 839 5300

    +1
    212 839 5599 Fax

    AMERICA
    ● ASIA PACIFIC ●  EUROPE

    MHEINZ@SIDLEY.COM

    +1
    212 839 5444

October 24, 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. 3 to Preliminary Proxy Statement on
                                            Schedule 14A

     Filed September 29, 2023

     File No. 001-39819

Ladies and Gentlemen:

This letter sets forth the
response of Dune Acquisition Corporation (“Dune” or the “Company”) to the comment
of the Staff (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter,
dated October 20, 2023, with respect to the Company’s Amendment No. 3 to the Preliminary Proxy Statement on Schedule 14A, filed
on September 29, 2023, File No. 001-39819 (the “Third Amended Proxy Statement”).

Concurrently with the submission
of this letter, we are publicly filing Amendment No. 4 to the Third Amended Proxy Statement (the “Fourth Amended Proxy Statement”)
in response to the Staff’s comment. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto
in the Fourth Amended Proxy Statement. For your convenience, the Staff’s comment is reprinted in bold below, followed by the Company’s
response thereto.

Sidley Austin (NY) LLP is a Delaware limited liability partnership
doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

  U.S. Securities and Exchange Commission

October 24, 2023

Page 2

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.

RESPONSE:

Upon further
consideration, in response to the Staff’s comment, the Company has deleted such statement in the Fourth Amended Proxy
Statement. The Company respectfully advises the Staff that the comparable public company analysis disclosed in “The
Business Combination Proposal — Opinion of Dune’s Financial Advisor — Comparable Public Company
Analysis” beginning on page 112 of the Fourth Amended Proxy Statement and the DCF Analysis disclosed in “The
Business Combination Proposal — Opinion of Dune’s Financial Advisor — Discounted Cash Flow
Analysis” beginning on page 113 of the Fourth Amended Proxy Statement were the only two financial analyses that Newbridge
used in connection with rendering its fairness opinion to the Dune Board of Directors. The Company has revised the Third Amended
Proxy Statement in response to the Staff’s comment. Please see pages 66, 112, 114 and 115 of the Fourth Amended Proxy
Statement.

*       *       *       *

If you have any questions
regarding the foregoing or the Fourth Amended Proxy Statement, please contact the undersigned at (212) 839-5444.

    Very truly yours,

    /s/ Michael P. Heinz

    Michael P. Heinz

    cc: Carter Glatt, Dune Acquisition Corporation

     Chief Executive Officer

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.

CORRESP
1
filename1.htm

    Sidley
    Austin LLP

    787 Seventh
    Avenue

    New York,
    NY 10019

    +1 212
    839 5300

    +1 212
    839 5599 Fax

    AMERICA
    · ASIA PACIFIC · EUROPE

    MHEINZ@SIDLEY.COM

    +1 212
    839 5444

September 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. 2 to Preliminary Proxy Statement
on Schedule 14A

Filed August 29, 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 September 18, 2023, with respect to the Company’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A, filed
on August 29, 2023, File No. 001-39819 (the “Second Amended Proxy Statement”).

Concurrently with the submission
of this letter, we are publicly filing Amendment No. 3 to the Second Amended Proxy Statement (the “Third 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 Third 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. 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.

RESPONSE:

The Company has revised the
Second Amended Proxy Statement in response to the Staff’s comment. Please see pages 26, 100, 106, 108, 159, 160 and 170 of the Third
Amended Proxy Statement.

Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with
other Sidley Austin partnerships.

U.S. Securities and Exchange Commission

September 29, 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.

RESPONSE:

The Company has revised the
Second Amended Proxy Statement in response to the Staff’s comment. Please see page 67 of the Third Amended Proxy Statement.

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.

RESPONSE:

The Company has revised the
Second Amended Proxy Statement in response to the Staff’s comment. Please see pages 96 and 97 of the Third Amended Proxy Statement.

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.

RESPONSE:

The Company has revised the
Second Amended Proxy Statement in response to the Staff’s comment. Please see pages 107 and 109 of the Third Amended Proxy Statement.

U.S. Securities and Exchange Commission

September 29, 2023

Page 3

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.

RESPONSE:

The Company has revised the
Second Amended Proxy Statement in response to the Staff’s comment in order to clarify the reference to “similar business characteristics
to Global Hydrogen” and disclose the criteria considered in selecting the set of comparable companies prior to the outlier review.
Please see page 113 of the Third Amended Proxy Statement.

 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 meaningful and what impact this determination had on the relevant analysis.

RESPONSE:

In response to the Staff’s
comment, the Company respectfully advises the Staff that the two values listed as “NM” in the valuation multiples table refer
to “no multiple” because both of the corresponding comparable companies (Nikola Corporation and Hyliion Holdings Corp.) had
negative EBITDA forecasted for 2024 and EV/EBITDA valuation multiples cannot have negative values. By virtue of not having EV/EBITDA valuation
multiples, Nikola Corporation and Hyliion Holdings Corp. were not included in the median EV/EBITDA calculation. Plug Power Inc. and Bloom
Energy Corporation were used in the median EV/EBITDA calculation because each of those comparable companies had positive EBITDA forecasted
for 2024 which allowed Newbridge to render corresponding EV/EBITDA valuation multiples for the median EV/EBITDA calculation. The Company
has revised the Second Amended Proxy Statement in response to the Staff’s comment. Please see page 114 of the Third Amended Proxy
Statement.

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.

RESPONSE:

In response to the Staff’s
comment, the Company respectfully advises the Staff that it included the long-term projections and estimates in its discussion of the
DCF Analysis, and did not consider removing such disclosure, in order to provide investors with a complete understanding of the financial
analyses conducted by Newbridge in connection with its fairness opinion, even though Global Hydrogen has minimal operations and the Dune
Board did not directly consider such long-term projections and estimates.

In further response to the
Staff’s comment, the Company respectfully advises the Staff that Newbridge relied on the original Projections prepared by Global
Hydrogen, including the assumptions and estimates presented in those Projections, as noted in the section entitled “The Business
Combination Proposal — Opinion of Dune’s Financial Advisor — Discounted Cash Flow Analysis”
in the Second Amended Proxy Statement. The Company has revised the Second Amended Proxy Statement in response to the Staff’s comment
in order to disclose additional details regarding the assumptions and estimates that Newbridge used to extrapolate the original Projections
prepared by Global Hydrogen to create its long-term projections and estimates. Please see pages 113 and 115 of the Third Amended Proxy
Statement.

U.S. Securities and Exchange Commission

September 29, 2023

Page 4

 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.

RESPONSE:

The Company has revised the
Second Amended Proxy Statement in response to the Staff’s comment. Please see page 115 of the Third Amended Proxy Statement.

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.

RESPONSE:

The Company has revised the
Second Amended Proxy Statement in response to the Staff’s comment. Please see page 160 of the Third Amended Proxy Statement.

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 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.

RESPONSE:

The Company has revised the
Second Amended Proxy Statement in response to the Staff’s comment. Please see pages xxi, xxii, 14, 15, 48, 100, 119, 120, 168 and
169 of the Third Amended Proxy Statement.

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.

RESPONSE:

The Company has revised the
Second Amended Proxy Statement in response to the Staff’s comment. Please see pages xi, xxv, xxx, 103, 104, 111, 159, 170 and 174
of the Third Amended Proxy Statement.

U.S. Securities and Exchange Commission

September 29, 2023

Page 5

 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 — to customers,” and your statement on page 164 that “[i]n making sales of systems and equipment, Global Hydrogen
an

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.

CORRESP
1
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

United States securities and exchange commission logo
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.

 FirstName LastNameCarter Glatt
 Comapany NameDune Acquisition Corporation
 August 7, 2023 Page 2
 FirstName LastName
Carter Glatt
Dune Acquisition Corporation
August 7, 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.
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

 FirstName LastNameCarter Glatt
 Comapany NameDune Acquisition Corporation
 August 7, 2023 Page 3
 FirstName LastNameCarter Glatt
Dune Acquisition Corporation
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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

 FirstName LastNameCarter Glatt
 Comapany NameDune Acquisition Corporation
 August 7, 2023 Page 4
 FirstName LastNameCarter Glatt
Dune Acquisition Corporation
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Page 4
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

 FirstName LastNameCarter Glatt
 Comapany NameDune Acquisition Corporation
 August 7, 2023 Page 5
 FirstName LastName
Carter Glatt
Dune Acquisition Corporation
August 7, 2023
Page 5
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.

 FirstName LastNameCarter Glatt
 Comapany NameDune Acquisition Corporation
 August 7, 2023 Page 6
 FirstName LastName
Carter Glatt
Dune Acquisition Corporation
August 7, 2023
Page 6
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

CORRESP
1
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

July
17, 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

    Preliminary Proxy Statement on Schedule 14A

    Filed June 5, 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 (the “Commission”)
set forth in the Staff’s letter, dated July 3, 2023, with respect to the Company’s Preliminary Proxy Statement on Schedule
14A, filed on June 5, 2023, File No. 001-39819 (the “Proxy Statement”).

Concurrently
with the submission of this letter, we are publicly filing Amendment No. 1 to the Proxy Statement (the “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 Amended Proxy Statement. For your convenience, each of the Staff’s comments is reprinted in bold below, followed by the
Company’s responses thereto.

Preliminary
Proxy Statement on Schedule 14A filed June 5, 2023

Cautionary
Note Regarding Forward-Looking Statements, page ix

 1. We
                                            note your reliance upon the safe harbor for forward-looking statements contained in the Private
                                            Securities Litigation Reform Act of 1995. Because the application of the safe harbor to your
                                            initial business combination is unsettled (due in part to no definitive case law regarding
                                            its application), please condition your reliance with qualifying language that the protections
                                            of the safe harbor of the Private Securities Litigation Reform Act of 1995 may not be available.

RESPONSE:

The Company has revised the
Proxy Statement in response to the Staff’s comment. Please see page x of the 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

July
17, 2023

Page
2

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

 2. We
                                            note that, assuming no further redemptions, current Dune public stockholders are expected
                                            to hold an approximate 10.5% equity stake in New Global after the Business Combination. Here
                                            or elsewhere in the proxy statement, please state the aggregate and per share implied valuation
                                            of this 10.5% stake based on (i) the $57.5 million Company Equity Value under the Unit Purchase
                                            Agreement, (ii) the $99.2 million implied equity value using the Comparable Public Company
                                            Analysis from the Newbridge fairness opinion and (iii) the $114.5 million valuation from
                                            the DCF Analysis from the Newbridge fairness opinion.

RESPONSE:

The Company has revised the
Proxy Statement in response to the Staff’s comment. Please see pages xviii and 6 of the Amended Proxy Statement.

 3. Please
                                            disclose whether the combined company will be a “controlled company” as defined
                                            under the relevant Nasdaq listing rules and, if so, whether you intend to rely on the exemptions
                                            as a controlled company. If applicable, please include risk factor disclosure that discusses
                                            the effect, risks and uncertainties of being designated a controlled company, including but
                                            not limited to, the result that you may elect not to comply with certain corporate governance
                                            requirements.

RESPONSE:

In response to the Staff’s
comment, the Company respectfully advises the Staff that it will not be deemed a “controlled company” as defined by the Nasdaq
listing rules, because the holders of the New Global Common Stock do not have any agreement or arrangement to act together as a “group.”
Accordingly, the Company will not avail itself of the exemptions afforded to a controlled company. The Company has revised the Proxy Statement
in response to the Staff’s comment. Please see page 42 of the Amended Proxy Statement.

Q:
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?, page xx

 4. We
                                            note your disclosure that “holders of an aggregate of 16,067,946 shares of Class A
                                            Common Stock exercised . . . their right to redeem such shares for a pro rata portion of
                                            the funds held in the Trust Account.” Please revise your disclosure in this section
                                            to provide the percentage of total shares of Class A Common Stock this number of shares represented
                                            at the time of the stockholder vote.

RESPONSE:

The Company has revised the
Proxy Statement in response to the Staff’s comment. Please see page xxi of the Amended Proxy Statement.

U.S.
Securities and Exchange Commission

July
17, 2023

Page
3

Q:
What is an “Up-C” Structure?, page xx

 5. We
                                            note your disclosure that the Business Combination will result in an Up-C structure. Please
                                            disclose whether you have entered or intend to enter into a Tax Receivable Agreement or any
                                            similar tax agreement or arrangement with the Sellers. Please include such tax agreement
                                            in your proxy statement and describe its material terms.

RESPONSE:

In response to the Staff’s
comment, the Company respectfully advises the Staff that the Company does not have any tax receivable agreements or any similar tax agreements
or arrangements with the Sellers, and it will not be entering into a tax receivable agreement or any similar tax agreement or arrangement
with the Sellers. The Company has revised the Proxy Statement in response to the Staff’s comment. Please see page xxi of the Amended
Proxy Statement.

Q:
Why is the NTA Proposal being proposed?, page xxii

 6. We
                                            note your disclosure that the NTA Proposal would “remove from the Current charter requirements
                                            limiting Dune’s ability to redeem shares of Dune Class A Common Stock and consummate
                                            an initial business combination if the amount of Dune Stockholder Redemptions would cause
                                            Dune to have less than $5,000,0001 in net tangible assets,” and that the NTA Proposal
                                            is conditioned upon the approval of the Business Combination Proposal. We also note your
                                            disclosure that you will not be required to meet the $5,000,001 in net tangible assets to
                                            avoid the definition of penny stock because securities of the combined company are or will
                                            be listed on a national securities exchange upon the Closing. However, if the amount in the
                                            trust falls below $5,000,001 as a result of redemptions, you would likely no longer meet
                                            the Nasdaq listing standards. At that point, it is possible you would become a penny stock.
                                            Please revise here and elsewhere as appropriate to clearly discuss the impact that the trust
                                            falling below $5,000,001 would have upon your listing on Nasdaq and discuss the consideration
                                            given to this possibility in your determination to propose to remove this provision from
                                            your charter. Please provide clear disclosure that removal of this provision could result
                                            in your securities falling within the definition of penny stock and clearly discuss the risk
                                            to you and investors if your securities were to fall within the definition of penny stock.
                                            In your discussion, please clarify whether the NTA Proposal is conditioned solely upon the
                                            approval of the business combination or the business combination’s closing.

RESPONSE:

The Company has revised
the Proxy Statement in response to the Staff’s comment. Please see pages xxii, xxiii, 41 and 126 of the Amended Proxy
Statement.

Summary
of the Proxy Statement, page 1

 7. We
                                            note that the audit opinions for Dune and Global Hydrogen includes paragraphs related to
                                            substantial doubt about the ability of Dune and Global Hydrogen, respectively, to continue
                                            as going concerns. Please include prominent disclosure regarding this point in the Summary
                                            section. As a related matter, please prominently disclose, where you provide information
                                            about the parties to the business combination, that Global Hydrogen has not yet commenced
                                            operations or developed plans to execute its anticipated business lines.

RESPONSE:

The Company has revised the
Proxy Statement in response to the Staff’s comment. Please see pages 1, 13, 147 and 157 of the Amended Proxy Statement.

U.S.
Securities and Exchange Commission

July
17, 2023

Page
4

Risk
Factors

Risks
Related to Global Hydrogen

Our
business model has yet to be tested . . ., page 24

 8. We
                                            note your statement that “as a result of the capital-intensive nature of our business,
                                            we can be expected to continue to sustain substantial operating expenses without generating
                                            sufficient revenues to cover expenditures.” Please reconcile this statement with management’s
                                            projections for 2023 and 2024 and the discounted cash flow analysis included in the proxy
                                            statement which show positive free cash flow and stable free cash flow margins from 2023
                                            through 2032.

RESPONSE:

The Company has revised the
Proxy Statement in response to the Staff’s comment. Please see page 25 of the Amended Proxy Statement.

Our
potential international expansion . . ., page 25

 9. Given
                                            that Global Hydrogen has yet to commence operations, please clarify when you expect to expand
                                            internationally. Alternatively, remove this and any similar or related disclosure from your
                                            filing.

RESPONSE:

The Company has revised the
Proxy Statement in response to the Staff’s comment. Please see pages 26, 27, 28 and 64 of the Amended Proxy Statement.

Risks
Related to New Global’s Shares Following the Transactions

Dune’s
Sponsor, directors, officers, advisors or their affiliates may enter into certain transactions, including purchasing . . ., page 37

 10. We
                                            note your disclosure on page 37 and 86 indicating that Dune’s Sponsor, directors, officers,
                                            advisors or their affiliates may enter into transactions with investors and others to provide
                                            them with incentives to acquire public shares or vote their public shares in favor of the
                                            Business Combination. Please provide your analysis on how such purchases will comply with
                                            Rule 14e-5, including whether the price offered in such purchases may be higher than the
                                            redemption price. To the extent you are relying on Tender Offer Rules and Schedules Compliance
                                            and Disclosure Interpretation 166.01 (March 22, 2022), please provide an analysis regarding
                                            how it applies to your circumstances.

RESPONSE:

The Company has revised the
Proxy Statement in response to the Staff’s comment. Please see pages xxviii, 38, 88 and 89 of the Amended Proxy Statement.

Nasdaq
may delist New Global’s securities . . ., page 40

 11. We
                                            note your disclosure that “Dune cannot assure you that . . . New Global’s securities
                                            will be listed on Nasdaq following the Business Combination.” However, you disclose
                                            elsewhere that Nasdaq listing is a condition to closing of the business combination. Please
                                            revise for consistency.

RESPONSE:

The Company has revised the Proxy Statement in
response to the Staff’s comment. Please see page 41 of the Amended Proxy Statement.

U.S.
Securities and Exchange Commission

July
17, 2023

Page
5

Involvement
of members of our management . . ., page 44

 12. You
                                            disclose that members of your management team and companies with which they are affiliated
                                            maybe involved in litigation relating to their business affairs unrelated to your company,
                                            and that no claims were asserted against you or your Sponsor. However, you also disclose
                                            that, on December 8, 2020, your Sponsor filed amended counterclaims in certain litigation.
                                            Please clarify the extent of your Sponsor’s involvement in these proceedings, and how
                                            its involvement could impact your business.

RESPONSE:

The Company has revised the
Proxy Statement in response to the Staff’s comment. Please see page 46 of the Amended Proxy Statement.

Risks
Related to Dune and the Business Combination

Our
Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants . . ., page 45

 13. We
                                            note your statement that “purchases of public shares could be to vote such shares in
                                            favor of the Business Combination and thereby increase the likelihood of o

United States securities and exchange commission logo
July 3, 2023
Carter Glatt
Chief Executive Officer
Dune Acquisition Corporation
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401
Re:Dune Acquisition Corporation
Preliminary Proxy Statement on Schedule 14A
Filed June 5, 2023
File No. 001-39819
Dear Carter Glatt:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed June 5, 2023
Cautionary Note Regarding Forward-Looking Statements, page ix
1.We note your reliance upon the safe harbor for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995. Because the application of the
safe harbor to your initial business combination is unsettled (due in part to no definitive
case law regarding its application), please condition your reliance with qualifying
language that the protections of the safe harbor of the Private Securities Litigation Reform
Act of 1995 may not be available.
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
2.We note that, assuming no further redemptions, current Dune public stockholders are
expected to hold an approximate 10.5% equity stake in New Global after the Business
Combination. Here or elsewhere in the proxy statement, please state the aggregate and per

 FirstName LastNameCarter Glatt
 Comapany NameDune Acquisition Corporation
 July 3, 2023 Page 2
 FirstName LastNameCarter Glatt
Dune Acquisition Corporation
July 3, 2023
Page 2
share implied valuation of this 10.5% stake based on (i) the $57.5 million Company
Equity Value under the Unit Purchase Agreement, (ii) the $99.2 million implied equity
value using the Comparable Public Company Analysis from the Newbridge fairness
opinion and (iii) the $114.5 million valuation from the DCF Analysis from the Newbridge
fairness opinion.
3.Please disclose whether the combined company will be a “controlled company” as defined
under the relevant Nasdaq listing rules and, if so, whether you intend to rely on the
exemptions as a controlled company.  If applicable, please include risk factor disclosure
that discusses the effect, risks and uncertainties of being designated a controlled company,
including but not limited to, the result that you may elect not to comply with certain
corporate governance requirements.
Q: What happens to the funds deposited in the Trust Account after consummation of the
Business Combination?, page xx
4.We note your disclosure that "holders of an aggregate of 16,067,946 shares of Class A
Common Stock exercised . . . their right to redeem such shares for a pro rata portion of the
funds held in the Trust Account."  Please revise your disclosure in this section to provide
the percentage of total shares of Class A Common Stock this number of shares
represented at the time of the stockholder vote.
Q: What is an "Up-C" Structure?, page xx
5.We note your disclosure that the Business Combination will result in an Up-C structure.
Please disclose whether you have entered or intend to enter into a Tax Receivable
Agreement or any similar tax agreement or arrangement with the Sellers. Please include
such tax agreement in your proxy statement and describe its material terms.
Q: Why is the NTA Proposal being proposed?, page xxii
6.We note your disclosure that the NTA Proposal would "remove from the Current charter
requirements limiting Dune's ability to redeem shares of Dune Class A Common Stock
and consummate an initial business combination if the amount of Dune Stockholder
Redemptions would cause Dune to have less than $5,000,0001 in net tangible assets," and
that the NTA Proposal is conditioned upon the approval of the Business Combination
Proposal. We also note your disclosure that you will not be required to meet the
$5,000,001 in net tangible assets to avoid the definition of penny stock because securities
of the combined company are or will be listed on a national securities exchange upon the
Closing.  However, if the amount in the trust falls below $5,000,001 as a result of
redemptions, you would likely no longer meet the Nasdaq listing standards. At that point,
it is possible you would become a penny stock. Please revise here and elsewhere as
appropriate to clearly discuss the impact that the trust falling below $5,000,001 would
have upon your listing on Nasdaq and discuss the consideration given to this possibility in
your determination to propose to remove this provision from your charter. Please provide

 FirstName LastNameCarter Glatt
 Comapany NameDune Acquisition Corporation
 July 3, 2023 Page 3
 FirstName LastName
Carter Glatt
Dune Acquisition Corporation
July 3, 2023
Page 3
clear disclosure that removal of this provision could result in your securities falling within
the definition of penny stock and clearly discuss the risk to you and investors if your
securities were to fall within the definition of penny stock. In your discussion, please
clarify whether the NTA Proposal is conditioned solely upon the approval of the business
combination or the business combination's closing.
Summary of the Proxy Statement, page 1
7.We note that the audit opinions for Dune and Global Hydrogen includes paragraphs
related to substantial doubt about the ability of Dune and Global Hydrogen, respectively,
to continue as going concerns. Please include prominent disclosure regarding this point in
the Summary section. As a related matter, please prominently disclose, where you provide
information about the parties to the business combination, that Global Hydrogen has not
yet commenced operations or developed plans to execute its anticipated business lines.
Risk Factors
Risks Related to Global Hydrogen
Our business model has yet to be tested . . ., page 24
8.We note your statement that "as a result of the capital-intensive nature of our business, we
can be expected to continue to sustain substantial operating expenses without generating
sufficient revenues to cover expenditures." Please reconcile this statement with
management's projections for 2023 and 2024 and the discounted cash flow analysis
included in the proxy statement which show positive free cash flow and stable free cash
flow margins from 2023 through 2032.
Our potential international expansion . . ., page 25
9.Given that Global Hydrogen has yet to commence operations, please clarify when you
expect to expand internationally.  Alternatively, remove this and any similar or related
disclosure from your filing.
Risks Related to New Global's Shares Following the Transactions
Dune's Sponsor, directors, officers, advisors or their affiliates may enter into certain transactions,
including purchasing . . ., page 37
10.We note your disclosure on page 37 and 86 indicating that Dune’s Sponsor, directors,
officers, advisors or their affiliates may enter into transactions with investors and others to
provide them with incentives to acquire public shares or vote their public shares in favor
of the Business Combination. Please provide your analysis on how such purchases will
comply with Rule 14e-5, including whether the price offered in such purchases may be
higher than the redemption price. To the extent you are relying on Tender Offer Rules and
Schedules Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please
provide an analysis regarding how it applies to your circumstances.

 FirstName LastNameCarter Glatt
 Comapany NameDune Acquisition Corporation
 July 3, 2023 Page 4
 FirstName LastName
Carter Glatt
Dune Acquisition Corporation
July 3, 2023
Page 4
Nasdaq may delist New Global's securities . . ., page 40
11.We note your disclosure that "Dune cannot assure you that . . . New Global's securities
will be listed on Nasdaq following the Business Combination."  However, you
disclose elsewhere that Nasdaq listing is a condition to closing of the business
combination.  Please revise for consistency.
Involvement of members of our management . . ., page 44
12.You disclose that members of your management team and companies with which they are
affiliated maybe involved in litigation relating to their business affairs unrelated to your
company, and that no claims were asserted against you or your Sponsor.  However, you
also disclose that, on December 8, 2020, your Sponsor filed amended counterclaims in
certain litigation.  Please clarify the extent of your Sponsor's involvement in these
proceedings, and how its involvement could impact your business.
Risks Related to Dune and the Business Combination
Our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase
shares or public warrants . . ., page 45
13.We note your statement that "purchases of public shares could be to vote such shares in
favor of the Business Combination and thereby increase the likelihood of obtaining
stockholder approval of the Business Combination or to satisfy a Closing condition in the
Purchase Agreement that requires us to have a certain amount of cash at the Closing,
where it appears that such requirement would otherwise not be met." Please clarify if the
Purchase Agreement contains a minimum cash at Closing requirement.
A provision of our warrant agreement may make it more difficult for us to consummate an initial
business combination., page 47
14.Please expand on this risk factor to note whether you anticipate this provision would be
triggered by the proposed Business Combination.
The ability of Dune stockholders to exercise redemption rights with respect to a large number of
shares . . ., page 51
15.We note your disclosure that "[i]f a larger number of shares are submitted for redemption
than we initially expected, we may need to restructure the transaction to reserve a greater
portion of the cash in the Trust Account. The above considerations may limit our ability to
complete the Business Combination . . ." Your disclosure elsewhere in the proxy
statement suggests that under a maximum redemption scenario you will still be able to
complete the Business Combination even if 100% of the public shareholders redeem their
shares. Please revise this language or specify the circumstances under which you would
need to restructure or abandon the transaction as a result of redemptions.

 FirstName LastNameCarter Glatt
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 FirstName LastName
Carter Glatt
Dune Acquisition Corporation
July 3, 2023
Page 5
Even though the Dune Board obtained and considered the fairness opinion . . ., page 60
16.You disclose that the Dune Board obtained and considered the fairness opinion provided
by Newbridge as one of the many factors considered in the board's evaluation of the
proposed Business Combination.  However, you also disclose that "the information
provided to Newbridge and to Dune about Global Hydrogen was illustrative in nature, is
not based on actual or historical information, and is subject to a variety of assumptions,
risks and contingencies;" and "no assurance can be given that the price Dune is paying for
Global hydrogen is fair, from a financial point of view, to Dune and its
stockholders." Please revise your filing to disclose why Dune elected to have Newbridge
present the materials to the board of directors in connection with the business
combination, given that the opinion is "not based on actual or historical information."
Ensure your disclosure describes clearly how the board used the materials Newbridge
provided and presented. In addition, shareholders are entitled to rely upon all disclosure
contained in proxy, especially as it relates to the fairness of the consideration to be paid,
and you should remove any disclosure implying that shareholders should not be able to
rely upon the fairness opinion and related disclosure.
If we are deemed to be an investment company under the Investment Company Act . . ., page 65
17.Please update this risk factor to note as discussed elsewhere in the proxy statement
that, on December 15, 2022, to mitigate the risk of you being deemed to have been
operating as an unregistered investment company under the Investment Company Act,
you instructed Continental, the trustee with respect to the trust account, to liquidate the
U.S. government treasury obligations or money market funds held in the trust account and
thereafter to hold all funds in the trust account in cash (i.e., in one or more interest-
bearing demand deposit accounts) until the earlier of the consummation of a business
combination or your liquidation.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 73
18.Please disclose whether there are any minimum cash or minimum equity conditions for
the business combination and how you plan to meet these conditions under each
redemption scenario. We also reference in Note (F) that under the maximum redemption
scenario there will be insufficient cash to pay the estimated transactional related fees and
expenses and you have reflected a reversal of part of these transactional fees and expenses
due to the cash shortfall. Please disclose how this cash shortfall and failure to pay the
transactional related fees impacts the business combination and your plans to address this
matter.
The Business Combination Proposal
Background of the Business Combination, page 89
19.Please revise your disclosure in this section to include negotiations relating to material
terms of the transaction, including the Up-C structure of the post-combination company,

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Dune Acquisition Corporation
July 3, 2023
Page 6
the removal of the net tangible assets threshold from the company charter, the
composition of the board of directors and management of the combined company after the
business combination, and the amount of the equity incentive plan. In your revised
disclosure, please explain the reasons for such terms, each party's position on such issues
and how you reached agreement on the final terms.
20.We note your disclosure that "[i]n December 2022, Dune’s management team began
considering investments in the clean technology sector." Please state whether you
evaluated or considered potential transactions with any other businesses in the clean
technology sector prior to entering into the Business Combination with Global Hydrogen.
Please also note what consideration you gave to pursuing a new transaction in the
software industry or fintech sector after the termination of the TradeZero transaction.
Amend your disclosure in this section to provide detailed discussion of the alternative
targets considered by you, if any, including how the consideration of these target
businesses progressed and the reasons why these alternative targets were not ultimately
pursued.
21.We note your statement here that "Dune suggested that transaction consideration of
$75 million in equity and an additional 2,500,000 million shares as earn-out consideration
could be a constructive starting point for valuation, pending Dune’s findings as a result of
continued due diligence of Global Hydrogen" and similar statements on page 90 regarding
proposed transaction consideration of $60 million, $52.5 million, $62.5 million and $57.5
million. Please revise this section to disclose how the parties arrived at these valuations,
including the methodology employed in reaching the valuations.
22.When discussing t