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
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         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
 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
FirstName LastNameCarter Glatt
        higher than the redemption price. To the extent you are relying on
Tender Offer Rules and
Comapany     NameDune
        Schedules        Acquisition
                    Compliance         Corporation
                                 and Disclosure   Interpretation 166.01 (March
22, 2022), please
July 3, provide
        2023 Pagean analysis
                    3        regarding how it applies to your circumstances.
FirstName LastName
 Carter Glatt
FirstName   LastNameCarter  Glatt
Dune Acquisition   Corporation
Comapany
July 3, 2023NameDune Acquisition Corporation
July 3,4 2023 Page 4
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FirstName LastName
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.
 Carter Glatt
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Dune Acquisition   Corporation
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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,
 Carter Glatt
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         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 the various actions taken by Global Hydrogen or Global
Hydrogen's
         management in the background section, please clarify if Mr. Nance was
involved.
23.      You disclose that, on April 11, 2023, Winston & Strawn provided the
initial draft of the
         Purchase Agreement to Alston & Bird, the proposed terms of which
Alston & Bird began
         to review with Global Hydrogen. Please briefly describe the material
terms of the initial
         draft Purchase Agreement.
24.      We note your statement on page 91 that "[o]n April 12, 2023, Dune
received the final
         updated financial model, reflecting Global Hydrogen   s refined
capital expenditure
         assumptions." Please note what changes were made to the refined model
and if these
         changes are reflected in the management projections presented on page
96. Please also
         clarify the impact, if any, of these changes on the valuation of
Global Hydrogen.
25.      Please clarify your description of the board approval on May 12, 2023
to note the role of
         the Recused Director.
Dune's Board of Directors' Reasons for Recommending the Business Combination,
page 93

26.      We note your statement that your Board concluded that Global Hydrogen
met the majority
         of the illustrative criteria identified in your IPO prospectus, and
your discussion of the
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         "positive factors" considered by the board. To balance your discussion
of these positive
         factors, please provide additional detail describing which of each of
the listed criteria you
         concluded were or were not met by Global Hydrogen.
27.      We note your statement that "[u]nlike some of its competitors that may
take years from
         purchase to deliver production, Global Hydrogen is able to ramp
operations of its
         electrolyzer offerings in a period of 6 to 9 months and its SMR plants
in a period of 12 to
         18 months depending on size and quantity of order." Given your
disclosure throughout the
         proxy statement that Global Hydrogen has yet to commence operations,
please discuss the
         reasons you expect to be able to ramp operations faster than some
competitors.
Certain Projected Financial Information, page 96

28.      We reference the projections considered by the Dune Board in
connection with the
         Business Combination on pages 96 and 101. We have the following
comments regarding
         these projections:

                Please explain why the projections included on page 101 are not
included in the table
              on page 96;

                Please revise to provide additional information surrounding
material assumptions and
              estimates underlying the projected financial information to
provide investors with
              sufficient information to evaluate the reasonableness of these
projections;

                We note that the primary drivers of the projections are 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 the 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;

                Explain how management and the Board considered and relied upon
the projections
              and how they determined these projections were reasonable,
particularly in light of
              the length of the projections on page 101 and considering that
Global Hydrogen has
              not commenced operations and has not generated revenues as of
March 31, 2023;

                Please consider the need to provide cautionary language that
addresses the fact that
              the farther out projections go, the more speculative they become.
Address the
              reasonableness of 10-year projections of revenues related to
operations of Global
              Hydrogen that have not commenced.
29.      We note that, assuming there are no additional redemptions of Class A
Common Stock,
         you are projecting $9.8M of cash to New Global's balance sheet as a
result of the Business
         Combination. We also note your projections of $3.3M and $13.0M of
project expenses for
         2023 and 2024 and your disclosure that "[t]he Projections assume owned
plants were
 Carter Glatt
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         financed on a project-by-project basis, using the assets of the
project as collateral; and
         joint ventures were financed in whole or in part by customers or by a
group including
         Global Hydrogen and other project partners." Please note whether the
projections assume
         a certain level of redemptions or cash as a result of the Business
Combination or if project
         expenses are assumed to be financed entirely by future financing
and/or free cash flow.
30.      We refer to your statement that "[s]ystems and equipment sold was
assumed to be the
         most prevalent closed project type in the Projections for 2023, with
owned plants
         becoming more prevalent in 2024." Please clarify what systems and
equipment you intend
         to sell and revise your description of your planned business as
necessary to reflect this
         initial business model.
31.      We note your statement that "Global Hydrogen also is currently a 100%
minority-
         owned business and applies for government programs on that basis as
well." Please note
         here or elsewhere in the proxy statement whether you expect to be
eligible for such
         programs following the Business Combination as a result of the
founders retained 51%
         stake in the combined company or otherwise.
Other Board Considerations, page 97

32.      We note your statement that "Global Hydrogen disagrees with a number
of statements in
         this section." Please clarify which statements Global Hydrogen
disagrees with and why.
Opinion of Dune's Financial Advisor
Comparable Public Company Analysis, page 100

33.      We note your disclosure regarding the selection criteria used by
Newbridge for the
         comparable public companies. Please state whether, and if so, why,
Newbridge excluded
         any companies meeting the selection criteria from the analyses.
Additionally, please
         explain why Newbridge selected entities with market capitalizations
exceeding $200
         million given the various valuations of Global Hydrogen disclosed in
the proxy statement
         are all significantly below $200 million.
34.      Please explain why Newbridge used Enterprise Value/2024E EBITDA
multiples to
         conduct the Comparable Public Company Analysis. Please also note
whether Newbridge
         considered any other metrics and any specific reason or reasons
Newbridge was not able
         to use other metrics. Finally, please explain why certain of the
valuation multiples are
         listed as not meaningful and what impact this determination had on the
analysis.
Discounted Cash Flow Analysis, page 100

35.      We note that Newbridge's DCF Analysis extrapolated estimates based on
the management
         projections by assuming (i) revenue growth of 100% for 2025, 50% for
2026 and 25% for
         2027 through 2032, (ii) a discount rate of 18.5%, (iii) a perpetual
growth rate of 2.0% in
         connection with the terminal value calculation and (iv) stable FCF
Margins of 20.0%.
         Please explain how Newbridge arrived at these assumptions as they do
not appear to be
 Carter Glatt
FirstName   LastNameCarter  Glatt
Dune Acquisition   Corporation
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         linear extrapolations of the 2023 and 2024 management projections.
The Purchase Agreement
Company Termination Fee, page 119

36.      You disclose that, under certain circumstances, Global Hydrogen shall
pay to Dune,
         within five business days of the termination date, a termination fee
of $7,500,000. Please
         disclose the circumstances, if any, under which Dune would be required
to pay a
         termination fee to Global Hydrogen, and quantify this fee, if
applicable.
Exchange Agreement, page 120

37.      Please briefly describe the terms and conditions under which the
Sellers will have the
         right to exchange their Holdings Common Units together with their
shares of Dune
         Class B Common Stock for shares of New Global's Class A Common Stock
or cash.
The Charter Proposal
Changes to Authorized Capital Stock, page 125

38.      We note your disclosure that the charter amendment "is necessary to
effectuate the 'Up-
         C' structure, which the Board believes will provide potential future
tax benefits for both
         New Global and Holdings' equity holders (other than New Global) after
the Closing when
         they ultimately exchange their Holdings Common Units." Please expand
on this statement
         to briefly discuss the potential tax benefits to New Global from the
Up-C structure.
Information Related to Global Hydrogen, page 153

39.      We note that your business section appears to discuss only the
positive aspects of Global
         Hydrogen, and does so in the present tense. Please amend your
disclosure here and in your
         MD&A section so that it is clear that Global Hydrogen has yet to
commence operations,
         and amend your disclosure in the Business section to discuss any
material negative aspects
         of Global Hydrogen's business, strategy or prospects (in some cases,
as discussed in the
         Risk Factors and other sections of the proxy statement). For example:

                if true, please prominently state that Global Hydrogen has not
commenced
              operations, does not currently have any customers and has not
generated any revenue
              to date;

                when discussing the various methods of hydrogen production you
may pursue, please
              clearly note whether these are existing technologies or if you
still need to
              develop material technological improvements or discoveries in
order to
              commercialize these products; and

                please note whether you have access to all intellectual
property that would be
              necessary to develop projects based on each of the hydrogen
production methods you
              may pursue.
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40.      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 to
fluctuations in the market
         price of hydrogen or other gases. Finally, please disclose the number
of projects you are
         currently developing and how far along in the development process
these projects are.
41.      We note your statement that "[you] hope that these plans, if
successfully carried out, will
         allow [you] to produce clean hydrogen and carbon dioxide at a net cost
normally seen
         only in larger scale plants and which supports competitive market
prices for [y]our end
         products." Please specify the net cost of clean hydrogen and carbon
dioxide you hope your
         plans will allow you to produce if successfully carried out.
42.      We refer to your statement that you believe you are "well-placed to
benefit as a developer
         of projects eligible for several of these [government] incentives,
such as the hydrogen tax
         production credits and the investment tax credits made available in
the United States
         through the recently enacted Inflation Reduction Act of 2022." Here or
elsewhere in the
         proxy statement, please explain the value and term of these credits
under existing law, the
         criteria for the credits and how you anticipate your business will
satisfy the criteria.
43.      We note your statement that you believe "[y]our projects will
typically have a target 70%
         or better offtake to merchant sales mix." Please explain what you mean
by merchant sales
         mix and why you believe your projects will be able to achieve this
target.
Information Related to Dune
Conflicts of Interest, page 169

44.      We note that your amended and restated certificate of incorporation
provides that you
         renounce your interest in any corporate opportunity offered to any
director or officer
         under certain circumstances. Please address whether this potential
conflict of interest
         impacted your search for an acquisition target, and amend your risk
factor disclosure to
         discuss the risks, if any, related to your renunciation of your
interest in such corporate
         opportunities.
Material U.S. Federal Income Tax Considerations of the Redemptions to Holders
of Dune Class
A Common Stock, page 193

45.      Please address the following issues related to your tax disclosure:

                We note your disclosure addresses only "certain" material tax
considerations. Please
              revise to include all material tax considerations. Please refer
to Section III.C.1 of
              Staff Legal Bulletin 19.
 Carter Glatt
FirstName   LastNameCarter  Glatt
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                Please revise your tax considerations disclosure to discuss the
material U.S. federal
              income tax considerations of the Business Combination for holders
of Dune Class A
              Common Stock that do not elect to have their shares redeemed for
cash. We note that
              the Unit Purchase Agreement indicates that the parties intend for
(i) Holdings to be
              treated as a continuation of Global Hydrogen pursuant to Section
708(a) of the
              Internal Revenue Code; (ii) Sellers to be treated as continuing
to own partnership
              interests in the Continuing Partnership; and (iii) in connection
with the SPAC
              Contribution, the SPAC to be treated as contributing assets to
the Continuing
              Partnership in a transaction governed by Section 721 of the
Internal Revenue Code.

                If you believe the Business Combination will be tax free to the
holders of Dune Class
              A Common Stock that do no redeem their shares, please clearly
state this and disclose
              an opinion of counsel that supports this conclusion.
Additionally, please state whether
              the receipt of a tax opinion as to the tax free nature of the
transaction is a condition to
              closing of the Business Combination.
March 31, 2023 Dune Acquisition Corporation Financial Statements
Unaudited Condensed Consolidated Statements of Operations, page F-3

46.      Please explain to us the other income from write-off of legal fees of
$2,060,549 and the
         basis for your accounting treatment.
December 31, 2022 Dune Acquisition Corporation Financial Statements
Consolidated Statements of Changes in Stockholders' Deficit, page F-26

47.      We note that net income for fiscal 2022 does not agree with your
consolidated statements
         of operations on page F-25 and total stockholders    deficit at
December 31, 2022 does not
         agree with your consolidated balance sheets on page F-26. Please
revise so that the related
         amounts in the financial statements are in agreement.
Note 2 - Restatement of Previously Issued Financial Statements, page F-34

48.      Please revise the explanation of the $5,749,511 adjustment in the
consolidated statements
         of changes in stockholders    deficit on page F-26 to be consistent
with disclosures in this
         Note for the restatement.
General

49.      With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, has
         any members who are, or has substantial ties with, a non-U.S. person.
Please also tell us
         whether anyone or any entity associated with or otherwise involved in
the transaction, is,
         is controlled by, or has substantial ties with a non-U.S. person. If
so, please revise your
         filing to include risk factor disclosure that addresses how this fact
could impact your
         ability to complete your initial business combination. For instance,
discuss the risk to
 Carter Glatt
Dune Acquisition Corporation
July 3, 2023
Page 12
      investors that you may not be able to complete an initial business
combination with a
      target company should the transaction be subject to review by a U.S.
government entity,
      such as the Committee on Foreign Investment in the United States (CFIUS),
or ultimately
      prohibited. Further, disclose that the time necessary for government
review of the
      transaction or a decision to prohibit the transaction could prevent you
from completing an
      initial business combination and require you to liquidate. Disclose the
consequences of
      liquidation to investors, such as the losses of the investment
opportunity in a target
      company, any price appreciation in the combined company, and the
warrants, which
      would expire worthless.
        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.

       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,

FirstName LastNameCarter Glatt                             Division of
Corporation Finance
                                                           Office of Industrial
Applications and
Comapany NameDune Acquisition Corporation
                                                           Services
July 3, 2023 Page 12
cc:       Michael P. Heinz, Esq.
FirstName LastName