SecProbe.io

CORRESP
 1
 filename1.htm

 May 5, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Benjamin Holt and David Link

 Re:
 Dune Acquisition Corporation II

 Registration Statement on Form S-1

 Filed March 7, 2025, as amended

 File No. 333-285639

 To Whom it May Concern:

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

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

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

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 CLEAR STREET LLC

 By:
 /s/ Ryan Gerety

 Name:
 Ryan Gerety

 Title:
 Managing Director

 [ Signature Page to UW Acceleration Request ]

CORRESP
 1
 filename1.htm

 May 5, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Benjamin Holt

 Re:
 Dune Acquisition Corporation II

 Registration Statement on Form S-1 (as amended)

 File No. 333-285639

 Dear Mr. Holt:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No.
333-285639) of Dune Acquisition Corporation II so that it may become effective at 4:00 p.m., Eastern Time, on May 6, 2025, or as soon
as possible thereafter.

 It would be appreciated if, as soon as the Registration Statement is
declared effective, you would so inform Ari Edelman at Edelman Legal Advisory PLLC, our external counsel, at (917) 797-5347.

 Sincerely,

 DUNE ACQUISITION CORPORATION II

 /s/ Carter Glatt

 Name:
 Carter Glatt

 Title:
 Chief Executive Officer

 cc:
 Ari Edelman, Esq.

CORRESP
 1
 filename1.htm

 April 21, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Benjamin Holt and David Link

 Re:
 Dune Acquisition Corporation II (the "Company")

 Registration Statement on Form S-1

 Filed March 7, 2025, as amended

 File No. 333-285639

 To Whom it May Concern:

 We previously requested that the effective date
of the Company's Registration Statement on Form S-1, as amended (File No. 333-285639), be accelerated under Rule 461 of the Securities
Act of 1933, as amended (the "Act"), so that it will be declared effective at 4:00 p.m., Eastern Time, on Monday, April 21,
2025, or as soon thereafter as possible. The undersigned hereby wishes to withdraw such request for acceleration.

 Very truly yours,

 CLEAR STREET LLC

 By:
 /s/ Ryan Gerety

 Name:
 Ryan Gerety

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 April 21, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Benjamin Holt

 Re: Dune Acquisition Corporation II

 Registration Statement on Form S-1 (as amended)

 File No. 333-285639

 Dear Mr. Holt:

 Reference is made to the letter submitted as correspondence via EDGAR
on April 17, 2025 in which the Company requested the acceleration of the above-referenced Registration Statement. The Company hereby formally
withdraws such request.

 Sincerely,

 DUNE ACQUISITION CORPORATION II

 /s/ Carter Glatt

 Name:
 Carter Glatt

 Title:
 Chief Executive Officer

 cc:
 Ari Edelman, Esq.

CORRESP
 1
 filename1.htm

 April 17, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Benjamin Holt

 Re: Dune Acquisition Corporation II
Registration Statement on Form S-1 (as amended)
File No. 333-285639

 Dear Mr. Holt:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No.
333-285639) of Dune Acquisition Corporation II so that it may become effective at 4:00 p.m., Eastern Time, on April 21, 2025, or as soon
as possible thereafter.

 It would be appreciated if, as soon as the Registration Statement is
declared effective, you would so inform Ari Edelman at Edelman Legal Advisory PLLC, our external counsel, at (917) 797-5347.

 Sincerely,

 DUNE ACQUISITION CORPORATION II

 /s/ Carter Glatt

 Name:
 Carter Glatt

 Title:
 Chief Executive Officer

 cc:
 Ari Edelman, Esq.

CORRESP
 1
 filename1.htm

 April 17, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Benjamin Holt and David Link

 Re:
 Dune Acquisition Corporation II

 Registration Statement on Form S-1

 Filed March 7, 2025, as amended

 File No. 333-285639

 To Whom it May Concern:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Dune Acquisition Corporation II that
the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern
Time on April 21, 2025, or as soon thereafter as practicable.

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

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

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 CLEAR STREET LLC

 By:
 /s/ Ryan Gerety

 Name:
 Ryan Gerety

 Title:
 Managing Director

 [ Signature Page to UW Acceleration Request ]

CORRESP
 1
 filename1.htm

 April 9, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Benjamin Holt and David Link

 Re:
 Dune Acquisition Corporation II (the "Company")

 Registration Statement on Form S-1

 Filed March 7, 2025, as amended

 File No. 333-285639

 To Whom it May Concern:

 We previously requested that the effective date
of the Company's Registration Statement on Form S-1, as amended (File No. 333-285639), be accelerated under Rule 461 of the Securities
Act of 1933, as amended (the "Act"), so that it will be declared effective at 4:00 p.m., Eastern Time, on Wednesday, April
9, 2025, or as soon thereafter as possible. The undersigned hereby wishes to withdraw such request for acceleration.

 Very truly yours,

 CLEAR STREET LLC

 By:
 /s/ Ryan Gerety

 Name:
 Ryan Gerety

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 April 9, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Benjamin Holt

 Re: Dune Acquisition Corporation II
Registration Statement on Form S-1 (as amended)
File No. 333-285639

 Dear Mr. Holt:

 Reference is made to the letter submitted as correspondence via EDGAR
on April 8, 2025 in which the Company requested the acceleration of the above-referenced Registration Statement. The Company hereby formally
withdraws such request.

 Sincerely,

 DUNE ACQUISITION CORPORATION II

 /s/ Carter Glatt

 Name:
 Carter Glatt

 Title:
 Chief Executive Officer

 cc: Ari
Edelman, Esq.

CORRESP
 1
 filename1.htm

 April 8, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Benjamin Holt

 Re: Dune Acquisition Corporation II
Registration Statement on Form S-1 (as amended)
File No. 333-285639

 Dear Mr. Holt:

 Reference is made to the letter submitted as correspondence via EDGAR
on April 7, 2025 in which the Company requested the acceleration of the above-referenced Registration Statement. The Company hereby formally
withdraws such request.

 Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No.
333-285639) of Dune Acquisition Corporation II so that it may become effective at 4:00 p.m., Eastern Time, on April 9, 2025, or as soon
as possible thereafter.

 It would be appreciated if, as soon as the Registration Statement is
declared effective, you would so inform Ari Edelman at Edelman Legal Advisory PLLC, our external counsel, at (917) 797-5347.

 Sincerely,

 DUNE ACQUISITION CORPORATION II

 /s/ Carter Glatt

 Name:
 Carter Glatt

 Title:
 Chief Executive Officer

 cc:
 Ari Edelman, Esq.

CORRESP
 1
 filename1.htm

 April 8, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Benjamin Holt and David Link

 Re:
 Dune Acquisition Corporation II (the "Company")

 Registration Statement on Form S-1

 Filed March 7, 2025, as amended

 File No. 333-285639

 To Whom it May Concern:

 We previously requested that the effective date of
the Company's Registration Statement on Form S-1, as amended (File No. 333-285639), be accelerated under Rule 461 of the Securities
Act of 1933, as amended (the "Act"), so that it will be declared effective at 4:00 p.m., Eastern Time, on Tuesday April 8,
2025, or as soon thereafter as possible. The undersigned hereby wishes to withdraw such request for acceleration.

 Pursuant to Rule 461 under the Act, the undersigned
hereby joins in the request of the Company that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 4:00 p.m. Eastern Time on Wednesday, April 9, 2025, or as soon thereafter as practicable.

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

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

 Very truly yours,

 CLEAR STREET LLC

 By:
 /s/ Ryan Gerety

 Name:
 Ryan Gerety

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 April 7, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Benjamin Holt

 Re:
 Dune Acquisition Corporation II
Registration Statement on Form S-1 (as amended)
File No. 333-285639

 Dear Mr. Holt:

 Reference is made to the letter submitted as correspondence via EDGAR
on April 3, 2025 in which the Company requested the acceleration of the above-referenced Registration Statement. The Company hereby formally
withdraws such request.

 Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No.
333-285639) of Dune Acquisition Corporation II so that it may become effective at 4:00 p.m., Eastern Time, on April 8, 2025, or as soon
as possible thereafter.

 It would be appreciated if, as soon as the Registration Statement
is declared effective, you would so inform Ari Edelman at Edelman Legal Advisory PLLC, our external counsel, at (917) 797-5347.

 Sincerely,

 DUNE ACQUISITION CORPORATION II

 /s/ Carter Glatt

 Name:
 Carter Glatt

 Title:
 Chief Executive Officer

 cc:
 Ari Edelman, Esq.

CORRESP
 1
 filename1.htm

 April 7, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Benjamin Holt and David Link

 Re:
 Dune Acquisition Corporation II (the "Company")

 Registration Statement on Form S-1

 Filed March 7, 2025, as amended

 File No. 333-285639

 To Whom it May Concern:

 We previously requested that the effective date of
the Company's Registration Statement on Form S-1, as amended (File No. 333-285639), be accelerated under Rule 461 of the Securities
Act of 1933, as amended (the "Act"), so that it will be declared effective at 4:00 p.m., Eastern Time, on Monday, April
7, 2025, or as soon thereafter as possible. The undersigned hereby wishes to withdraw such request for acceleration.

 Pursuant to Rule 461 under the Act, the
undersigned hereby joins in the request of the Company that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on Tuesday, April 8, 2025, or as soon
thereafter as practicable.

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

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

 Very truly yours,

 CLEAR STREET LLC

 By:
 /s/ Ryan Gerety

 Name:
 Ryan Gerety

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 April 3, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Benjamin Holt and David Link

 Re:
 Dune Acquisition Corporation II (the "Company")

 Registration Statement on Form S-1

 Filed March 7, 2025, as amended

 File No. 333-285639

 To Whom it May Concern:

 We previously requested that the effective date
of the Company's Registration Statement on Form S-1, as amended (File No. 333-285639), be accelerated under Rule 461 of the Securities
Act of 1933, as amended (the "Act"), so that it will be declared effective at 4:00 p.m., Eastern Time, on Thursday, April
3, 2025, or as soon thereafter as possible. The undersigned hereby wishes to withdraw such request for acceleration.

 Pursuant to Rule 461 under the Act, the undersigned
hereby joins in the request of the Company that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 4:00 p.m. Eastern Time on April 7, 2025, or as soon thereafter as practicable.

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

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

 Very truly yours,

 CLEAR STREET LLC

 By:
 /s/ Ryan Gerety

 Name:
 Ryan Gerety

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 April 3, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Benjamin Holt

 Re: Dune Acquisition Corporation II
Registration Statement on Form S-1 (as amended)
File No. 333-285639

 Dear Mr. Holt:

 Reference is made to the letter submitted as correspondence via EDGAR
on April 1, 2025 in which the Company requested the acceleration of the above-referenced Registration Statement. The Company hereby formally
withdraws such request.

 Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No.
333-285639) of Dune Acquisition Corporation II so that it may become effective at 4:00 p.m., Eastern Time, on April 7, 2025, or as soon
as possible thereafter.

 It would be appreciated if, as soon as the Registration Statement
is declared effective, you would so inform Ari Edelman at Edelman Legal Advisory PLLC, our external counsel, at (917) 797-5347.

 Sincerely,

 DUNE ACQUISITION CORPORATION II

 /s/ Carter Glatt

 Name:
 Carter Glatt

 Title:
 Chief Executive Officer

 cc:
 Ari Edelman, Esq.

CORRESP
 1
 filename1.htm

 April 1, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Benjamin Holt

 Re: Dune Acquisition Corporation II
Registration Statement on Form S-1 (as amended)
File No. 333-285639

 Dear Mr. Holt:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No.
333-285639) of Dune Acquisition Corporation II so that it may become effective at 4:00 p.m., Eastern Time, on April 3, 2025, or as soon
as possible thereafter.

 It would be appreciated if, as soon as the Registration Statement is
declared effective, you would so inform Ari Edelman at Edelman Legal Advisory PLLC, our external counsel, at (917) 797-5347.

 Sincerely,

 DUNE ACQUISITION CORPORATION II

 /s/ Carter Glatt

 Name:
 Carter Glatt

 Title:
 Chief Executive Officer

 cc:
 Ari Edelman, Esq.

CORRESP
 1
 filename1.htm

 April 1, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Benjamin Holt and David Link

 Re:
 Dune Acquisition Corporation II

 Registration Statement on Form S-1

 Filed March 7, 2025, as amended

 File No. 333-285639

 To Whom it May Concern:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the "Act"), the undersigned hereby join in the request of Dune Acquisition Corporation II that the
effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern
Time on April 3, 2025, or as soon thereafter as practicable.

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

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

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 CLEAR STREET LLC

 By:
 / s/ Ryan Gerety

 Name: Ryan Gerety

 Title: Managing Director

 [ Signature Page to UW Acceleration Request ]

CORRESP
 1
 filename1.htm

 Dune Acquisition Corporation II
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401

 March 25, 2025

 U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate and Construction
100 F Street, NE
Washington, D.C. 20549
Attn: Benjamin Holt and David Link

 Re: Dune Acquisition Corporation II
Registration Statement on Form S-1
Filed March 7, 2025
File No. 333-285639

 Dear Messrs. Holt and Link:

 On behalf of Dune Acquisition Corporation II, a
Cayman Islands company (the " Company "), we hereby transmit the Company's response to the comment letter received
from the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission "),
on March 21, 2025, regarding the Registration Statement on Form S-1 filed with the Commission on March 7, 2025.

 For the Staff's convenience, we have repeated
below the Staff's comments in bold and have followed each comment with the Company's response.

 Cover Page

 1. Regarding your new disclosures about the NMSI private placement warrants, we note that the warrant agreement does not contain the
provision requiring the separate consent of a majority of NMSI holders to approve any forfeiture, transfer, exchange or amendment of such
warrants in connection with a business combination. Please advise or reconcile. Please also address whether such approval, if withheld,
may impact your ability to complete a business combination. Revise similar disclosures where they appear throughout the prospectus.

 In response to the Staff's comment, we have revised
the warrant agreement to include such provision and have revised the registration statement to clarify that such approval, if withheld,
may impact the Company's ability to complete a business combination.

 2. Clarify when the NMSI private placement warrants will be purchased by the non-managing sponsor investors. Disclosure on the cover
page states that this will take place simultaneously with the closing of the offering, however, disclosure on page 1 states that the NMSI
private placement warrants will be distributed upon closing of your initial business combination. Also clarify whether the non-managing
sponsor members will hold the NMSI private placement warrants directly, or whether they will be held indirectly through the sponsor. For
example, disclosure on the cover page states that the NMSI private placement warrants will be purchased indirectly through the purchase
of non-managing sponsor membership interests, however, disclosure on the cover page also indicates that the NMSI private placement warrants
may be held directly.

 In response to the Staff's comment, we have clarified
that (i) the NMSI private placement warrants will be purchased by the sponsor at the closing of the public offering, at which time such
warrants will be held indirectly by the non-managing sponsor investors through such investors' purchase of membership interests
in the sponsor and (ii) following the Company's initial business combination, the sponsor will distribute such warrants to such
investors, at which time the investors will hold such warrants directly.

 We thank the Staff for its review of the
foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Ari Edelman, at ari@edelmanlegal.com
or by telephone at (845) 533-3435.

 Sincerely,

 By:
 /s/ Carter Glatt

 Name:
 Carter Glatt

 Title:
 Chief Executive Officer

 cc: Ari Edelman, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 21, 2025

Carter Glatt
Chief Executive Officer, Director and Chairman
Dune Acquisition Corporation II
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401

 Re: Dune Acquisition Corporation II
 Registration Statement on Form S-1
 Filed March 7, 2025
 File No. 333-285639
Dear Carter Glatt:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration 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 registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed March 7, 2025
Cover Page

1. Regarding your new disclosures about the NMSI private placement
warrants, we
 note that the warrant agreement does not contain the provision requiring
the separate
 consent of a majority of NMSI holders to approve any forfeiture,
transfer, exchange
 or amendment of such warrants in connection with a business combination.
Please
 advise or reconcile. Please also address whether such approval, if
withheld, may
 impact your ability to complete a business combination. Revise similar
disclosures
 where they appear throughout the prospectus.

2. Clarify when the NMSI private placement warrants will be purchased by
the non-
 managing sponsor investors. Disclosure on the cover page states that
this will take
 place simultaneously with the closing of the offering, however,
disclosure on page
 1 states that the NMSI private placement warrants will be distributed
upon closing
 March 21, 2025
Page 2

 of your initial business combination. Also clarify whether the
non-managing sponsor
 members will hold the NMSI private placement warrants directly, or
whether they
 will be held indirectly through the sponsor. For example, disclosure on
the cover page
 states that the NMSI private placement warrants will be purchased
indirectly through
 the purchase of non-managing sponsor membership interests, however,
disclosure on
 the cover page also indicates that the NMSI private placement warrants
may be held
 directly.
 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Jeffrey Lewis at 202-551-6216 or Mark Rakip at
202-551-3573 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Ari Edelman, Esq.
</TEXT>
</DOCUMENT>

November 19, 2024
Carter Glatt
Chief Executive Officer, Director and Chairman
Dune Acquisition Corporation II
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401
Re:Dune Acquisition Corporation II
Draft Registration Statement on Form S-1
Submitted October 23, 2024
CIK No. 0002041047
Dear Carter Glatt:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted October 23, 2024
General
1.Regarding your disclosure of the expressions of interest by the non-managing
sponsor investors to indirectly purchase private placement warrants by purchasing
sponsor membership units, please revise to add clarifying disclosure to directly
compare the percentage of such private warrants that may be purchased to the
percentage of private warrants to be held by the sponsor following the offering (and,
as applicable, after taking into effect the purchase of membership interests in your
sponsor by the independent directors, as you disclose on page 2). Please also revise to
disclose the nominal purchase price to be paid by them for the founder shares.
Where you discuss the non-managing sponsor investors' expression of interest,
please revise to clarify whether their potential purchase of units in the offering is 2.

November 19, 2024
Page 2
conditioned on their potential indirect purchase of private placement warrants and
founder shares in a private placement, or vice versa. In this regard, we note your
disclosure that the non-managing sponsor investors will potentially have different
interests than your other public shareholders in approving your initial business
combination and otherwise exercising their rights as public shareholders because of
their indirect ownership of founder shares.
3.As applicable, please revise to describe the experience of Mr. Castaldy in organizing
special purpose acquisition companies and the extent to which he is involved in other
special purpose acquisition companies. In this regard, we note your statement on page
7 and elsewhere that Mr. Castaldy structured numerous SPAC IPOs and business
combinations. See Item 1603(a)(3) of Regulation S-K.
Cover Page
4.Please state whether the redemptions will be subject to any limitations, such as for
shareholders holding 20% or more of the shares sold in the offering. See Item
1602(a)(2) of Regulation S-K. Also disclose the "certain conditions as further
described herein" relating to the redemptions or provide a cross-reference to the
detailed disclosure in the prospectus.
5.Please expand your discussion of the non-managing sponsor investors to disclose
the different interests they may have. In this regard, we note your statement on page
68 that they will potentially have different interests. Please also revise to clarify the
maximum percentage of the offering, in the aggregate, that could be purchased by
these investors.
6.Please revise to describe in more detail the "permitted withdrawals" from the trust
account.
Summary, page 1
7.Please revise to describe any plans to seek additional financings and how the terms of
additional financings may impact unaffiliated security holders, as required by Item
1602(b)(5) of Regulation S-K. In this regard, we note your disclosures that you intend
to effectuate your initial business combination using cash from, among other sources,
the proceeds of the sale of your shares pursuant to forward purchase agreements or
backstop agreements, that you may raise funds through the issuance of equity-linked
securities or through loans, and that you intend to target an initial business
combination with enterprise values that are greater than you could acquire with the net
proceeds of this offering and the sale of the private placement warrants.
8.Please revise here, and elsewhere as appropriate, to more fully discuss the non-
managing sponsor investors' expressions of interest. In this regard, we note your
cross-reference on the cover page to a discussion of certain additional arrangements
with the non-managing sponsor investors in the Summary section. However, we are
unable to locate such discussion.
Our Sponsor, page 2
We refer to your page 6 disclosure regarding transfers of equity interests in the
sponsor or its direct or indirect parent entities. Please revise to clarify, as you suggest 9.

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on pages 23 and 159-160, whether transfers of equity interests in the sponsor or its
direct or indirect parent entities are subject to the transfer restrictions included in the
letter agreement.
Our Management and Board of Directors, page 7
10.Where you discuss the business combination Dune I consummated with Global Gas,
please expand to briefly describe the material terms of the transaction.
Ability to extend time to complete business combination, page 28
11.Please expand to disclose whether there are any limitations on extensions of time
to complete an initial business combination, including the number of times you may
seek to extend. See Item 1602(b)(4) of Regulation S-K.
Summary of Risk Factors, page 46
12.Please expand your summary risk factors to highlight the risks related to the
ownership by the non-managing sponsor investors and the resulting consequences, as
you explain on page 84.
Risk Factors
We may issue additional Class A ordinary shares or preference shares . . ., page 64
13.We note your disclosure that you may issue additional ordinary or preference shares
to complete your initial business combination. Please expand your disclosures to
clearly disclose the impact to you and investors, including that the arrangements result
in costs particular to the de-SPAC process that would not be anticipated in a
traditional IPO. If true, disclose that the agreements are intended to ensure a return on
investment to the investor in return for funds facilitating the sponsor’s completion of
the business combination or providing sufficient liquidity.
Risks Relating to Our Management Team, page 81
14.We note the disclosure on page 6 and elsewhere that in order to facilitate your
initial business combination or for any other reason determined by your sponsor in its
sole discretion, your sponsor may surrender or forfeit, transfer or exchange your
founder shares, private placement warrants or any of your other securities, including
for no consideration, or otherwise amend the terms of any such securities or enter into
any other arrangements with respect to any such securities. Please add risk factor
disclosure about risks that may arise from the sponsor having the ability to remove
itself as your sponsor before identifying a business combination, including through the
unconditional ability to transfer the founder shares or otherwise. Address the
consequences of such removal to the company's ability to consummate an initial
business combination, including that any replacement sponsor could have difficulty
finding a target.
Management, page 148
Please revise to ensure you have disclosed the business experience during the past
five years of each director, executive officer, and each person nominated or chosen to
become a director. For instance, please ensure you have described the experience for 15.

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each individual for the past five years. See Item 401(e) of Regulation S-K.
Principal Shareholders, page 158
16.Please revise the narrative disclosure preceding the table to disclose the percentage of
your public units that may be purchased by the non-managing sponsor investors.
            Please contact Jeffrey Lewis at 202-551-6216 or Mark Rakip at 202-551-3573 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Ari Edelman, Esq.