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                             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.
 Carter Glatt
FirstName  LastNameCarter  Glatt
Dune Acquisition  Corporation
Comapany 18,
September  NameDune
               2023 Acquisition Corporation
September
Page 2     18, 2023 Page 2
FirstName LastName
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
 Carter Glatt
FirstName  LastNameCarter  Glatt
Dune Acquisition  Corporation
Comapany 18,
September  NameDune
               2023 Acquisition Corporation
September
Page 3     18, 2023 Page 3
FirstName LastName
         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
 Carter Glatt
FirstName  LastNameCarter  Glatt
Dune Acquisition  Corporation
Comapany 18,
September  NameDune
               2023 Acquisition Corporation
September
Page 4     18, 2023 Page 4
FirstName LastName
         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
 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,

FirstName LastNameCarter Glatt                             Division of
Corporation Finance
                                                           Office of Industrial
Applications and
Comapany NameDune Acquisition Corporation
                                                           Services
September 18, 2023 Page 5
cc:       Michael P. Heinz, Esq.
FirstName LastName