DEFM14A 1 defm14a1123_duneacqcorp.htm PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

SCHEDULE 14A

___________________

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant

 

Filed by a Party other than the Registrant

 

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

DUNE ACQUISITION CORPORATION
(Name of Registrant as Specified In Its Charter)

_______________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

No fee required

 

Fee paid previously with preliminary materials

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

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PROXY STATEMENT FOR SPECIAL MEETING OF

DUNE ACQUISITION CORPORATION
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401

Dear Stockholders of Dune Acquisition Corporation:

You are cordially invited to attend the special meeting of the stockholders (the “Special Meeting”) of Dune Acquisition Corporation (“we,” “us,” “our,” “Dune” or the “Company”) to be held on November 29, 2023 at 12:00 p.m., New York City time, at 1645 Palm Beach Lakes Boulevard #1200, West Palm Beach, Florida 33401.

On May 12, 2023, our board of directors (the “Dune Board,” the “Board” or our “Board”), other than director William Bennett Nance, Jr. (the “Recused Director” or “W. Nance”), who recused himself due to his affiliation with Global Hydrogen Energy LLC, a Delaware limited liability company (“Global Hydrogen”), unanimously approved a Unit Purchase Agreement, dated May 14, 2023 (as amended on August 22, 2023, and as may be further amended and/or restated from time to time, the “Purchase Agreement”), by and among Dune, Global Gas Holdings LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Dune (“Holdings”), Global Hydrogen, W. Nance, an individual, Sergio Martinez, an individual (“S. Martinez”), and Barbara Guay Martinez, an individual (“B. Martinez” and, together with W. Nance and S. Martinez, the “Sellers”).

In accordance with the terms and subject to the conditions of the Purchase Agreement and the other transactions contemplated thereby (the “Business Combination”), at the closing of the Business Combination (the “Closing”), (a) Dune will contribute to Holdings all of its assets (excluding its interests in Holdings and the aggregate amount of cash proceeds required to satisfy any redemptions by Dune’s public stockholders (“Dune Stockholder Redemptions”)), and in exchange therefor, Holdings will issue to Dune a number of common equity units of Holdings (“Holdings Common Units”) which will equal the number of total shares of Dune’s Class A common stock, par value $0.0001 per share (“Dune Class A Common Stock”), issued and outstanding immediately after the Closing (taking into account any equity financing agreements entered into by Dune between the signing date of the Purchase Agreement and the Closing and giving effect to all Dune Stockholder Redemptions) (such transactions, the “SPAC Contribution”) and (b) immediately after the SPAC Contribution, the Sellers will transfer, convey, assign and deliver all of the limited liability company equity interests of Global Hydrogen (“Global Hydrogen Units”) to Holdings in exchange for shares of Dune’s Class B voting non-economic common stock, par value $0.0001 per share (“Dune Class B Common Stock” and, together with Dune Class A Common Stock, “Dune Common Stock”), and Holdings Common Units (together with the SPAC Contribution, the “Combination Transactions”), as a result of which, (i) each issued and outstanding Global Hydrogen Unit immediately prior to the Combination Transactions will be held by Holdings, (ii) each Seller will receive an aggregate number of Holdings Common Units and shares of Dune Class B Common Stock, in each case, equal to the number of Global Hydrogen Units held by such Seller, multiplied by the Company Exchange Ratio (as defined below), and (iii) Dune will change its name to Global Gas Corporation (“New Global”) and New Global will be the publicly traded reporting company (clauses (i) through (iii) collectively, and together with the Combination Transactions and the other transactions contemplated by the Purchase Agreement, being referred to collectively hereafter as the “Transactions”).

This Business Combination is being accomplished through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The “Up-C” structure allows the Sellers, who become equity holders of Holdings upon the consummation of the Combination Transactions, to retain their equity ownership in Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Holdings Common Units after the Closing, and provides 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. Because holders of Dune Class A Common Stock that do not elect to have such stock redeemed are not parties to such transactions, 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.

In accordance with the terms and subject to the conditions of the Purchase Agreement, at the Closing, the issued and outstanding Global Hydrogen Units of each Seller will be transferred, conveyed, assigned and delivered in exchange for (i) a number of shares of Dune Class B Common Stock equal to the product of (x) the number of Global Hydrogen Units held by such Seller and (y) the exchange ratio (the “Company Exchange Ratio”) determined

 

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by dividing (A) the quotient of $48,000,000 divided by the number of Global Hydrogen Units issued and outstanding immediately prior to the Closing by (B) $10.00 per share and (ii) a number of Holdings Common Units equal to the number of Dune Class B Common Stock to be received by such Seller pursuant to clause (i) hereof.

At the Special Meeting, you will be asked to consider and vote upon the following proposals:

(a)     Proposal No. 1 — The Business Combination Proposal — a proposal to adopt the Purchase Agreement, and the transactions contemplated thereby, in the form attached to the accompanying proxy statement as Annex A-1 and Annex A-2 (the “Business Combination Proposal”);

(b)    Proposal No. 2 — The NTA Proposal — a proposal to consider and vote on the approval and adoption of the amendments to the amended and restated certificate of incorporation of Dune, as amended (the “Current Charter”), which amendments shall be effective, if adopted and implemented by Dune, prior to the consummation of the proposed Business Combination, to 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 $5,000,001 in net tangible assets (the “NTA Proposal”);

(c)     Proposal No. 3 — The Charter Proposal — a proposal to approve an amendment and restatement of the Current Charter in the form of the second amended and restated certificate of incorporation of New Global attached to the accompanying proxy statement as Annex E (the “Proposed Charter”) to, among other things, change the name of Dune Acquisition Corporation to Global Gas Corporation and effect the amendments relating to corporate governance described below in Proposal No. 4 (collectively, the “Charter Proposal”);

(d)    Proposal No. 4 — The Governance Proposals — a proposal to consider and vote upon, on a non-binding advisory basis, certain material differences between the Current Charter and the Proposed Charter, which are presented separately in accordance with the requirements of the Securities and Exchange Commission (the “SEC”) (the “Governance Proposals”) to:

(i)     authorize the issuance of up to 401,000,000 total shares, consisting of (a) 380,000,000 shares of New Global Class A common stock, par value $0.0001 per share (“New Global Class A Common Stock”), (b) 20,000,000 shares of voting, non-economic New Global Class B common stock, par value $0.0001 per share (“New Global Class B Common Stock” and, together with New Global Class A Common Stock, “New Global Common Stock”), which will be exchangeable (together with Holdings Common Units) into shares of New Global Class A Common Stock in accordance with the Exchange Agreement (as defined below), and (c) 1,000,000 shares of New Global preferred stock;

(ii)    provide that any amendment to New Global’s amended and restated bylaws will require approval of at least two-thirds (66⅔%) of the voting power of all of the then-outstanding shares of voting stock of New Global, voting as a single class;

(iii)   provide that until the first date on which William Bennett Nance, Jr., Sergio Martinez and Barbara Guay Martinez, and each of their respective affiliates (including family members, estate planning vehicles and other investment vehicles controlled or beneficially owned by them) (collectively, the “Principal Stockholders”) cease to beneficially own collectively at least 50% of the then-outstanding New Global Common Stock (the “Voting Threshold Date”), any actions required to be taken or permitted to be taken by the New Global stockholders may be taken by written consent signed by New Global stockholders having not less than the minimum number of votes that would be necessary to authorize such action at a meeting, as opposed to the Current Charter, which provides that only the holders of New Global Class B Common Stock have the right to take action by written consent;

(iv)   provide that special meetings of stockholders for any purpose or purposes may be called at any time only by the New Global Board, the chairperson of the New Global Board, or the Chief Executive Officer of New Global; provided, however, that prior to the Voting Threshold Date, special meetings of stockholders for any purpose or purposes may also be called by or at the request of the Principal Stockholders (acting by holders of a majority of the New Global Common Stock held by the Principal Stockholders);

 

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(v)    provide that New Global will not be governed by Section 203 of the Delaware General Corporation Law (the “DGCL”);

(vi)   delete various provisions applicable only to blank check companies, including business combination requirements, that will no longer be applicable following the Business Combination;

(vii)  provide for the exculpation of officers as permitted by Section 102(b)(7) of the DGCL; and

(viii) provide that, subject to the rights of the holders of any outstanding class of preferred stock, the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of all then outstanding shares of capital stock of New Global’s capital stock entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL.

(e)     Proposal No. 5 — The Incentive Plan Proposal — a proposal to approve and adopt the Global Gas Corporation 2023 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex I (the “Incentive Plan Proposal”);

(f)     Proposal No. 6 — The Stock Issuance Proposal — a proposal to approve, for the purposes of complying with the applicable listing rules of The Nasdaq Capital Market (“Nasdaq”), (x) the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the Business Combination, consisting of the issuance of (i) shares of New Global Class A Common Stock, upon exchange of the shares of New Global Class B Common Stock and Holdings Common Units issued to the Sellers pursuant to the terms of the Purchase Agreement in accordance with the Exchange Agreement, to be entered into at Closing by and among Holdings, New Global and the Sellers, the form of which is attached to the accompanying proxy statement as Annex K (the “Exchange Agreement”), and (ii) any shares of New Global Common Stock pursuant to subscription agreements we may enter into prior to the Closing, as permitted by the Purchase Agreement, and (y) the issuance of shares of New Global Class B Common Stock to the Sellers in connection with the Business Combination that would represent more than 20% of New Global’s issued and outstanding common stock and result in the Sellers owning more than 20% of the New Global Common Stock, and more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules (the “Stock Issuance Proposal”);

(g)    Proposal No. 7 — The Director Election Proposal — a proposal to elect five directors to serve staggered terms on the board of directors of New Global (the “New Global Board”) until the 2024, 2025 and 2026 annual meeting of stockholders, respectively, or until such directors’ successors shall have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (the “Director Election Proposal”); and

(h)    Proposal No. 8 — The Adjournment Proposal — a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of any of the Condition Precedent Proposals (as defined below) or we determine that one or more of the Closing conditions under the Purchase Agreement is not satisfied or waived (the “Adjournment Proposal”).

Each of these proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully. Under the Purchase Agreement, the Closing is conditioned upon the approval of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Stock Issuance Proposal and the Director Election Proposal (collectively, the “Condition Precedent Proposals”) and each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by our stockholders. The Governance Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal. If our stockholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated. By contrast, approval of each of the other proposals in the accompanying proxy statement is not a condition to the consummation of the Business Combination.

In addition to the Condition Precedent Proposals, the Business Combination is also subject to the satisfaction or waiver of certain other Closing conditions (including, without limitation, certain conditions precedent to the consummation of the Business Combination) as described in the accompanying proxy statement.

 

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Our Dune Class A Common Stock and warrants are currently listed on Nasdaq under the symbols “DUNE” and “DUNEW,” respectively. Certain shares of Dune Class A Common Stock and redeemable warrants (the “public warrants”) included in the units (the “units”) sold in Dune’s initial public offering (the “IPO”) currently trade as units consisting of one share of Dune Class A Common Stock and one-half of one public warrant, and are listed on Nasdaq under the symbol “DUNEU.” The units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon the Closing, we will change our name to Global Gas Corporation. We intend to apply to list the New Global Common Stock and public warrants on Nasdaq under the symbols “HGAS” and “HGASW,” respectively, upon the Closing.

On September 20, 2023, Dune and Dune’s sponsor, Dune Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), entered into an Exchange Agreement (the “Sponsor Exchange Agreement”). Pursuant to the Sponsor Exchange Agreement, on September 20, 2023, the Sponsor exchanged 4,312,500 shares of Dune Class B Common Stock, originally issued to the Sponsor prior to the consummation of Dune’s initial public offering, on a one-for-one basis for 4,312,500 shares of Dune Class A Common Stock (the “Sponsor Exchange Shares”) on the terms and conditions set forth in the Sponsor Exchange Agreement (the “Sponsor Exchange”). Pursuant to the terms of the Sponsor Exchange Agreement, the Sponsor Exchange Shares are subject to the same restrictions as applied to Dune Class B Common Stock before the Sponsor Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote such Sponsor Exchange Shares in favor of Dune’s initial business combination. The Sponsor (and any permitted transferees of the Sponsor holding any Sponsor Exchange Shares) will not be entitled to receive any distributions (including, without limitation, any liquidating distributions) from Dune’s trust account in respect of the Sponsor Exchange Shares. Following the completion of the Sponsor Exchange on September 20, 2023, there were 5,494,554 shares of Dune Class A Common Stock issued and outstanding and no shares of Dune Class B Common Stock issued and outstanding. As a result of the Sponsor Exchange, the Sponsor holds approximately 78.5% of the outstanding shares of Dune Class A Common Stock. The Sponsor Exchange Agreement contains customary representations and warranties. The Sponsor Exchange Agreement also provides that Dune will register for resale under the Securities Act of 1933, as amended, the Sponsor Exchange Shares issued to the Sponsor in the Sponsor Exchange pursuant to Dune’s registration rights agreement.

Only holders of record of shares of Dune Class A Common Stock at the close of business on October 30, 2023 (the “record date”) are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting and during the Special Meeting to be held at 1645 Palm Beach Lakes Boulevard #1200, West Palm Beach, Florida 33401.

We are providing the accompanying proxy statement and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting.

Whether or not you plan to attend the Special Meeting, we urge you to read the accompanying proxy statement carefully and submit your proxy to vote on the Business Combination. Please pay particular attention to the section entitled “Risk Factors” beginning on page 26 of the accompanying proxy statement.

After careful consideration, the Dune Board (other than the Recused Director), have unanimously approved the Business Combination and unanimously recommend that stockholders vote “FOR” the adoption of the Business Combination Proposal and “FOR” all other proposals to be presented to Dune’s stockholders at the Special Meeting. When you consider the recommendation of these proposals by the Dune Board (other than the Recused Director), you should keep in mind that Dune’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “The Business Combination Proposal — Interests of Dune’s Sponsor, Directors and Officers in the Business Combination” in the accompanying proxy statement for a further discussion of these considerations.

Pursuant to the Current Charter, a holder of Dune Class A Common Stock (a “public stockholder”) may request that we redeem all or a portion of its shares of Dune Class A Common Stock included in the units sold in the IPO (the “public shares”) for cash if the Business Combination is consummated. As a public stockholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

 

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(ii)    prior to 5:00 p.m., New York City time, on November 27, 2023 (two business days prior to the scheduled vote at the Special Meeting), (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), that we redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through the facilities of The Depository Trust Company.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent, directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the Transfer Agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of October 30, 2023, this would have amounted to approximately $10.08 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the Closing. If a holder of public shares delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that we instruct the Transfer Agent to return the shares (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement. See “The Special Meeting — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Approval of the NTA Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of the issued and outstanding shares of Dune Class A Common Stock as of the record date. Approval of the Charter Proposal requires the affirmative vote of holders of at least a majority of the issued and outstanding shares of Dune Class A Common Stock as of the record date. Accordingly, the failure of a holder of shares of Dune Class A Common Stock to vote by proxy or to vote in person at the Special Meeting, or an abstention (if a valid quorum is established for the meeting), will have the same effect as a vote “AGAINST” the NTA Proposal and the Charter Proposal. Approval of the Charter Proposal is a condition to the approval of the Business Combination. Approval of the Business Combination Proposal, the Governance Proposals, the Incentive Plan Proposal, the Stock Issuance Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock present in person or by proxy at the Special Meeting and entitled to vote thereon. The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the shares of Dune Class A Common Stock cast by the holders of shares of Dune Class A Common Stock present in person or by proxy at the Special Meeting and entitled to vote thereon.

In connection with the signing of the Purchase Agreement, the Sponsor entered into the Sponsor Agreement, dated as of May 14, 2023, by and among Dune, Holdings, the Sponsor and Global Hydrogen, pursuant to which it agreed to, among other things, vote its shares of Dune Common Stock in favor of the proposals being presented at the Special Meeting. As of the date hereof, our Sponsor owns approximately 78.5% of the total outstanding shares of Dune Common Stock.

 

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All of our stockholders are cordially invited to attend the Special Meeting which will be held at 1645 Palm Beach Lakes Boulevard #1200, West Palm Beach, Florida 33401. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement as soon as possible.

If you are a stockholder of record holding shares of Dune Common Stock, you may also cast your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a “legal proxy” from your broker or bank.

If you fail to return a proxy card or fail to instruct a broker or other nominee how to vote, and do not attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have the same effect as a vote “AGAINST” the Charter Proposal and the NTA Proposal, but will have no effect on the outcome of any other proposal in the accompanying proxy statement.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement as soon as possible in the envelope provided.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that your shares are represented and voted at the Special Meeting.

On behalf of our Board, I would like to thank you for your support of Dune Acquisition Corporation and look forward to a successful completion of the Business Combination.

 

By Order of the Board of Directors,

   

/s/ Carter Glatt

West Palm Beach, Florida
November
7, 2023

 

Carter Glatt,
Chief Executive Officer and Director

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD SHARES OF DUNE CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARES OF DUNE CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT FOR MORE SPECIFIC INSTRUCTIONS.

Neither the SEC nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement, passed upon the merits or fairness of the Purchase Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated November 7, 2023 and is first being mailed to our stockholders on or about November 8, 2023.

 

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DUNE ACQUISITION CORPORATION
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 29, 2023

TO THE STOCKHOLDERS OF DUNE ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “Special Meeting”) of Dune Acquisition Corporation (“we,” “us,” “our,” “Dune” or the “Company”), will be held on November 29, 2023 at 12:00 p.m., New York City time, at 1645 Palm Beach Lakes Boulevard #1200, West Palm Beach, Florida 33401.

On May 12, 2023, our board of directors (the “Dune Board,” the “Board” or our “Board”), other than director William Bennett Nance, Jr. (the “Recused Director” or “W. Nance”), who recused himself due to his affiliation with Global Hydrogen Energy LLC, a Delaware limited liability company (“Global Hydrogen”), unanimously approved a Unit Purchase Agreement, dated May 14, 2023 (as amended on August 22, 2023, and as may be further amended and/or restated from time to time, the “Purchase Agreement”), by and among Dune, Global Gas Holdings LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Dune (“Holdings”), Global Hydrogen, W. Nance, an individual, Sergio Martinez, an individual (“S. Martinez”), and Barbara Guay Martinez, an individual (“B. Martinez” and, together with W. Nance and S. Martinez, the “Sellers”).

In accordance with the terms and subject to the conditions of the Purchase Agreement and the other transactions contemplated thereby (the “Business Combination”), at the closing of the Business Combination (the “Closing”), (a) Dune will contribute to Holdings all of its assets (excluding its interests in Holdings and the aggregate amount of cash proceeds required to satisfy any redemptions by Dune’s public stockholders (“Dune Stockholder Redemptions”)), and in exchange therefor, Holdings will issue to Dune a number of common equity units of Holdings (“Holdings Common Units”) which will equal the number of total shares of Dune’s Class A common stock, par value $0.0001 per share (“Dune Class A Common Stock”), issued and outstanding immediately after the Closing (taking into account any equity financing agreements entered into by Dune between the signing date of the Purchase Agreement and the Closing and giving effect to all Dune Stockholder Redemptions) (such transactions, the “SPAC Contribution”) and (b) immediately after the SPAC Contribution, the Sellers will transfer, convey, assign and deliver all of the limited liability company equity interests of Global Hydrogen (“Global Hydrogen Units”) to Holdings in exchange for shares of Dune’s Class B voting non-economic common stock, par value $0.0001 per share (“Dune Class B Common Stock” and, together with Dune Class A Common Stock, “Dune Common Stock”), and Holdings Common Units (together with the SPAC Contribution, the “Combination Transactions”), as a result of which, (i) each issued and outstanding Global Hydrogen Unit immediately prior to the Combination Transactions will be held by Holdings, (ii) each Seller will receive an aggregate number of Holdings Common Units and shares of Dune Class B Common Stock, in each case, equal to the number of Global Hydrogen Units held by such Seller, multiplied by the Company Exchange Ratio (as defined below), and (iii) Dune will change its name to Global Gas Corporation (“New Global”) and New Global will be the publicly traded reporting company (clauses (i) through (iii) collectively, and together with the Combination Transactions and the other transactions contemplated by the Purchase Agreement, being referred to collectively hereafter as the “Transactions”).

This Business Combination is being accomplished through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The “Up-C” structure allows the Sellers, who become equity holders of Holdings upon the consummation of the Combination Transactions, to retain their equity ownership in Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Holdings Common Units after the Closing, and provides 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. Because holders of Dune Class A Common Stock that do not elect to have such stock redeemed are not parties to such transactions, 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.

In accordance with the terms and subject to the conditions of the Purchase Agreement, at the Closing, the issued and outstanding Global Hydrogen Units of each Seller will be transferred, conveyed, assigned and delivered in exchange for (i) a number of shares of Dune Class B Common Stock equal to the product of (x) the number of Global Hydrogen Units held by such Seller and (y) the exchange ratio (the “Company Exchange Ratio”) determined

 

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by dividing (A) the quotient of $48,000,000 divided by the number of Global Hydrogen Units issued and outstanding immediately prior to the Closing by (B) $10.00 per share and (ii) a number of Holdings Common Units equal to the number of Dune Class B Common Stock to be received by such Seller pursuant to clause (i) hereof.

At the Special Meeting, you will be asked to consider and vote upon the following proposals:

(a)     Proposal No. 1 — The Business Combination Proposal — a proposal to adopt the Purchase Agreement, and the transactions contemplated thereby, in the form attached to the accompanying proxy statement as Annex A-1 and Annex A-2 (the “Business Combination Proposal”);

(b)    Proposal No. 2 — The NTA Proposal — a proposal to consider and vote on the approval and adoption of the amendments to the amended and restated certificate of incorporation of Dune, as amended (the “Current Charter”), which amendments shall be effective, if adopted and implemented by Dune, prior to the consummation of the proposed Business Combination, to 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 $5,000,001 in net tangible assets (the “NTA Proposal”);

(c)     Proposal No. 3 — The Charter Proposal — a proposal to approve an amendment and restatement of the Current Charter in the form of the second amended and restated certificate of incorporation of New Global attached to the accompanying proxy statement as Annex E (the “Proposed Charter”) to, among other things, change the name of Dune Acquisition Corporation to Global Gas Corporation and effect the amendments relating to corporate governance described below in Proposal No. 4 (collectively, the “Charter Proposal”);

(d)    Proposal No. 4 — The Governance Proposals — a proposal to consider and vote upon, on a non-binding advisory basis, certain material differences between the Current Charter and the Proposed Charter, which are presented separately in accordance with the requirements of the Securities and Exchange Commission (the “Governance Proposals”) to:

(i)     authorize the issuance of up to 401,000,000 total shares, consisting of (a) 380,000,000 shares of New Global Class A common stock, par value $0.0001 per share (“New Global Class A Common Stock”), (b) 20,000,000 shares of voting, non-economic New Global Class B common stock, par value $0.0001 per share (“New Global Class B Common Stock” and, together with New Global Class A Common Stock, “New Global Common Stock”), which will be exchangeable (together with Holdings Common Units) into shares of New Global Class A Common Stock in accordance with the Exchange Agreement (as defined below), and (c) 1,000,000 shares of New Global preferred stock;

(ii)    provide that any amendment to New Global’s amended and restated bylaws will require approval of at least two-thirds (66⅔%) of the voting power of all of the then-outstanding shares of voting stock of New Global, voting as a single class;

(iii)   provide that until the first date on which William Bennett Nance, Jr., Sergio Martinez and Barbara Guay Martinez, and each of their respective affiliates (including family members, estate planning vehicles and other investment vehicles controlled or beneficially owned by them) (collectively, the “Principal Stockholders”) cease to beneficially own collectively at least 50% of the then-outstanding New Global Common Stock (the “Voting Threshold Date”), any actions required to be taken or permitted to be taken by the New Global stockholders may be taken by written consent signed by New Global stockholders having not less than the minimum number of votes that would be necessary to authorize such action at a meeting, as opposed to the Current Charter, which provides that only the holders of New Global Class B Common Stock have the right to take action by written consent;

(iv)   provide that special meetings of stockholders for any purpose or purposes may be called at any time only by the New Global Board, the chairperson of the New Global Board, or the Chief Executive Officer of New Global; provided, however, that prior to the Voting Threshold Date, special meetings of stockholders for any purpose or purposes may also be called by or at the request of the Principal Stockholders (acting by holders of a majority of the New Global Common Stock held by the Principal Stockholders);

 

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(v)    provide that New Global will not be governed by Section 203 of the Delaware General Corporation Law (the “DGCL”);

(vi)   delete various provisions applicable only to blank check companies, including business combination requirements, that will no longer be applicable following the Business Combination;

(vii)  provide for the exculpation of officers as permitted by Section 102(b)(7) of the DGCL; and

(viii) provide that, subject to the rights of the holders of any outstanding class of preferred stock, the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of all then outstanding shares of capital stock of New Global’s capital stock entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL.

(e)     Proposal No. 5 — The Incentive Plan Proposal — a proposal to approve and adopt the Global Gas Corporation 2023 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex I (the “Incentive Plan Proposal”);

(f)     Proposal No. 6 — The Stock Issuance Proposal — a proposal to approve, for the purposes of complying with the applicable listing rules of The Nasdaq Capital Market (“Nasdaq”), (x) the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the Business Combination, consisting of the issuance of (i) shares of New Global Class A Common Stock, upon exchange of the shares of New Global Class B Common Stock and Holdings Common Units issued to the Sellers pursuant to the terms of the Purchase Agreement in accordance with the Exchange Agreement, to be entered into at Closing by and among Holdings, New Global and the Sellers, the form of which is attached to the accompanying proxy statement as Annex K (the “Exchange Agreement”), and (ii) any shares of New Global Common Stock pursuant to subscription agreements we may enter into prior to the Closing, as permitted by the Purchase Agreement, and (y) the issuance of shares of New Global Class B Common Stock to the Sellers in connection with the Business Combination that would represent more than 20% of New Global’s issued and outstanding common stock and result in the Sellers owning more than 20% of the New Global Common Stock, and more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules (the “Stock Issuance Proposal”);

(g)    Proposal No. 7 — The Director Election Proposal — a proposal to elect five directors to serve staggered terms on the board of directors of New Global (the “New Global Board”) until the 2024, 2025 and 2026 annual meeting of stockholders, respectively, or until such directors’ successors shall have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (the “Director Election Proposal”); and

(h)    Proposal No. 8 — The Adjournment Proposal — a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of any of the Condition Precedent Proposals (as defined below) or we determine that one or more of the Closing conditions under the Purchase Agreement is not satisfied or waived (the “Adjournment Proposal”).

Each of these proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully. Under the Purchase Agreement, the Closing is conditioned upon the approval of the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Stock Issuance Proposal and the Director Election Proposal (collectively, the “Condition Precedent Proposals”) and each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by our stockholders. The Governance Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal. If our stockholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated. By contrast, approval of each of the other proposals in the accompanying proxy statement is not a condition to the consummation of the Business Combination.

 

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In addition to the Condition Precedent Proposals, the Business Combination is also subject to the satisfaction or waiver of certain other Closing conditions (including, without limitation, certain conditions precedent to the consummation of the Business Combination) as described in the accompanying proxy statement.

Our Dune Class A Common Stock and warrants are currently listed on Nasdaq under the symbols “DUNE” and “DUNEW,” respectively. Certain shares of Dune Class A Common Stock and redeemable warrants (the “public warrants”) included in the units (the “units”) sold in Dune’s initial public offering (the “IPO”) currently trade as units consisting of one share of Dune Class A Common Stock and one-half of one public warrant, and are listed on Nasdaq under the symbol “DUNEU.” The units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon the Closing, we will change our name to Global Gas Corporation. We intend to apply to list the New Global Common Stock and public warrants on Nasdaq under the symbols “HGAS” and “HGASW,” respectively, upon the Closing.

On September 20, 2023, Dune and Dune’s sponsor, Dune Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), entered into an Exchange Agreement (the “Sponsor Exchange Agreement”). Pursuant to the Sponsor Exchange Agreement, on September 20, 2023, the Sponsor exchanged 4,312,500 shares of Dune Class B Common Stock, originally issued to the Sponsor prior to the consummation of Dune’s initial public offering, on a one-for-one basis for 4,312,500 shares of Dune Class A Common Stock (the “Sponsor Exchange Shares”) on the terms and conditions set forth in the Sponsor Exchange Agreement (the “Sponsor Exchange”). Pursuant to the terms of the Sponsor Exchange Agreement, the Sponsor Exchange Shares are subject to the same restrictions as applied to Dune Class B Common Stock before the Sponsor Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote such Sponsor Exchange Shares in favor of Dune’s initial business combination. The Sponsor (and any permitted transferees of the Sponsor holding any Sponsor Exchange Shares) will not be entitled to receive any distributions (including, without limitation, any liquidating distributions) from Dune’s trust account in respect of the Sponsor Exchange Shares. Following the completion of the Sponsor Exchange on September 20, 2023, there were 5,494,554 shares of Dune Class A Common Stock issued and outstanding and no shares of Dune Class B Common Stock issued and outstanding. As a result of the Sponsor Exchange, the Sponsor holds approximately 78.5% of the outstanding shares of Dune Class A Common Stock. The Sponsor Exchange Agreement contains customary representations and warranties. The Sponsor Exchange Agreement also provides that Dune will register for resale under the Securities Act of 1933, as amended, the Sponsor Exchange Shares issued to the Sponsor in the Sponsor Exchange pursuant to Dune’s registration rights agreement.

Only holders of record of shares of Dune Class A Common Stock at the close of business on October 30, 2023 (the “record date”) are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting and during the Special Meeting to be held at 1645 Palm Beach Lakes Boulevard #1200, West Palm Beach, Florida 33401.

In connection with the signing of the Purchase Agreement, the Sponsor entered into a sponsor agreement, pursuant to which it agreed to, among other things, vote its shares of Dune Common Stock in favor of the proposals being presented at the Special Meeting. As of the date hereof, our Sponsor owns approximately 78.5% of the total outstanding shares of Dune Common Stock.

After careful consideration, the Dune Board (other than the Recused Director), have unanimously approved the Business Combination and unanimously recommend that stockholders vote “FOR” the adoption of the Business Combination Proposal and “FOR” all other proposals to be presented to Dune’s stockholders at the Special Meeting. When you consider the recommendation of these proposals by the Dune Board (other than the Recused Director), you should keep in mind that Dune’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “The Business Combination Proposal — Interests of Dune’s Sponsor, Directors and Officers in the Business Combination” in the accompanying proxy statement for a further discussion of these considerations.

 

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Pursuant to the Current Charter, a holder of Dune Class A Common Stock (a “public stockholder”) may request that we redeem all or a portion of its shares of Dune Class A Common Stock included in the units sold in the IPO (the “public shares”) for cash if the Business Combination is consummated. As a public stockholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to 5:00 p.m., New York City time, on November 27, 2023, (two business days prior to the scheduled vote at the Special Meeting), (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), that we redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through the facilities of The Depository Trust Company.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent, directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the Transfer Agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of October 30, 2023, this would have amounted to approximately $10.08 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the Closing. If a holder of public shares delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that we instruct the Transfer Agent to return the shares (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement. See “The Special Meeting — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Approval of the NTA Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of the issued and outstanding shares of Dune Class A Common Stock as of the record date. Approval of the Charter Proposal requires the affirmative vote of holders of at least a majority of the issued and outstanding shares of Dune Class A Common Stock as of the record date. Accordingly, the failure of a holder of shares of Dune Class A Common Stock to vote by proxy or to vote in person at the Special Meeting, or an abstention (if a valid quorum is established for the meeting), will have the same effect as a vote “AGAINST” the NTA Proposal and the Charter Proposal. Approval of the Charter Proposal is a condition to the approval of the Business Combination. Approval of the Business Combination Proposal, the Governance Proposals, the Incentive Plan Proposal, the Stock Issuance Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock present in person or by proxy at the Special Meeting and entitled to vote thereon. The election of the

 

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director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the shares of Dune Class A Common Stock cast by the holders of shares of Dune Class A Common Stock present in person or by proxy at the Special Meeting and entitled to vote thereon.

All of our stockholders are cordially invited to attend the Special Meeting which will be held at 1645 Palm Beach Lakes Boulevard #1200, West Palm Beach, Florida 33401. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement as soon as possible.

If you are a stockholder of record holding shares of Dune Common Stock, you may also cast your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a “legal proxy” from your broker or bank.

If you fail to return a proxy card or fail to instruct a broker or other nominee how to vote, and do not attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have the same effect as a vote “AGAINST” the Charter Proposal and the NTA Proposal, but will have no effect on the outcome of any other proposal in the accompanying proxy statement.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Your attention is directed to the proxy statement accompanying this notice (including the Annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. We urge you to read the accompanying proxy statement carefully. If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing DUNE.info@investor.morrowsodali.com. This notice of Special Meeting is and the proxy statement relating to the Business Combination will be available at https://www.cstproxy.com/duneacq/sm2023.

Thank you for your participation. We look forward to your continued support.

 

By Order of the Board of Directors,

   

/s/ Carter Glatt

West Palm Beach, Florida
November
7, 2023

 

Carter Glatt,
Chief Executive Officer and Director

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of stockholders to be held on November 29, 2023. This notice of Special Meeting and the accompanying proxy statement will be available at https://www.cstproxy.com/duneacq/sm2023.

 

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Page

TRADEMARKS

 

iii

CERTAIN DEFINED TERMS

 

iv

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

ix

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

 

xi

SUMMARY OF THE PROXY STATEMENT

 

1

SUMMARY HISTORICAL FINANCIAL INFORMATION OF GLOBAL HYDROGEN

 

19

SUMMARY HISTORICAL FINANCIAL INFORMATION OF DUNE

 

20

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

22

COMPARATIVE SHARE INFORMATION

 

24

MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

 

25

RISK FACTORS

 

26

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

75

THE SPECIAL MEETING

 

86

THE BUSINESS COMBINATION PROPOSAL

 

93

THE NTA PROPOSAL

 

137

THE CHARTER PROPOSAL

 

139

THE GOVERNANCE PROPOSALS

 

144

THE INCENTIVE PLAN PROPOSAL

 

146

THE STOCK ISSUANCE PROPOSAL

 

153

THE DIRECTOR ELECTION PROPOSAL

 

155

THE ADJOURNMENT PROPOSAL

 

157

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GLOBAL HYDROGEN

 

158

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DUNE

 

162

INFORMATION RELATED TO GLOBAL HYDROGEN

 

169

INFORMATION RELATED TO DUNE

 

180

BENEFICIAL OWNERSHIP OF SECURITIES

 

192

EXECUTIVE COMPENSATION

 

195

NEW GLOBAL MANAGEMENT AFTER THE BUSINESS COMBINATION

 

197

DESCRIPTION OF NEW GLOBAL SECURITIES

 

202

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

213

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE REDEMPTIONS TO HOLDERS OF DUNE CLASS A COMMON STOCK

 

216

APPRAISAL RIGHTS

 

223

HOUSEHOLDING INFORMATION

 

224

TRANSFER AGENT AND REGISTRAR

 

225

SUBMISSION OF STOCKHOLDER PROPOSALS

 

225

FUTURE STOCKHOLDER PROPOSALS

 

225

WHERE YOU CAN FIND MORE INFORMATION

 

226

STOCKHOLDER COMMUNICATIONS

 

227

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

F-1

ANNEX A-1 — UNIT PURCHASE AGREEMENT

 

A-1-1

ANNEX A-2 — FIRST AMENDMENT TO UNIT PURCHASE AGREEMENT

 

A-2-1

ANNEX B — SPONSOR AGREEMENT

 

B-1

ANNEX C — SUPPORT AGREEMENT

 

C-1

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TRADEMARKS

This proxy statement contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. The Company (as defined herein) does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

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CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “Dune” refer to Dune Acquisition Corporation, and the terms “New Global,” “combined company” and “post-combination company” refer to Global Gas Corporation and its subsidiaries following the consummation of the Business Combination.

In this document:

Aggregate Consideration” means (i) a number of shares of Dune Class B Common Stock equal to the product of (x) the number of Global Hydrogen Units held by such Seller and (y) the exchange ratio (the “Company Exchange Ratio”) determined by dividing (A) the quotient of $48,000,000 divided by the number of Global Hydrogen Units issued and outstanding immediately prior to the Closing by (B) $10.00 per share and (ii) a number of Holdings Common Units equal to the number of Dune Class B Common Stock to be received by such Seller pursuant to clause (i) hereof.

Business Combination” means the transactions contemplated by the Purchase Agreement, including, at the Closing, (a) Dune will contribute to Holdings all of its assets (excluding its interests in Holdings and the aggregate amount of cash proceeds required to satisfy any redemptions by Dune’s public stockholders), and in exchange therefor, Holdings will issue to Dune a number of Holdings Common Units which will equal the number of total shares of Dune Class A Common Stock, issued and outstanding immediately after the Closing (taking into account any equity financing agreements entered into by Dune between the signing date of the Purchase Agreement and the Closing and giving effect to all Dune Stockholder Redemptions) and (b) immediately after the SPAC Contribution, the Sellers will transfer, convey, assign and deliver all of the Global Hydrogen Units to Holdings in exchange for shares of Dune Class B Common Stock, and Holdings Common Units, as a result of which, (i) each issued and outstanding Global Hydrogen Unit immediately prior to the Combination Transactions will be held by Holdings, (ii) each Seller will receive an aggregate number of Holdings Common Units and shares of Dune Class B Common Stock, in each case, equal to the number of Global Hydrogen Units held by such Seller, multiplied by the Company Exchange Ratio, and (iii) Dune will change its name to Global Gas Corporation and New Global will be the publicly traded reporting company in an “Up-C” structure.

Business Combination Proposal” means the proposal to adopt the Purchase Agreement and approve the Business Combination.

Cantor” means Cantor Fitzgerald & Co.

Charter Proposal” means to the proposal to approve the Proposed Charter, attached as Annex E hereto, to, among other things, change the name of Dune Acquisition Corporation to Global Gas Corporation and effect the amendments relating to corporate governance described.

Closing” means the closing of the Business Combination.

Closing Date” means the date the Business Combination is consummated.

Code” means the Internal Revenue Code of 1986, as amended.

Combination Transactions” means the transactions pursuant to which (a) Dune will contribute to Holdings all of its assets (excluding its interests in Holdings and the aggregate amount of cash proceeds required to satisfy any redemptions by Dune’s public stockholders), and in exchange therefor, Holdings will issue to Dune a number of Holdings Common Units which will equal the number of total shares of Dune Class A Common Stock, issued and outstanding immediately after the Closing (taking into account any equity financing agreements entered into by Dune between the signing date of the Purchase Agreement and the Closing and giving effect to all redemptions by Dune’s public stockholders) (such transactions, the “SPAC Contribution”) and (b) immediately after the SPAC Contribution, the Sellers will transfer, convey, assign and deliver all of the Global Hydrogen Units to Holdings in exchange for shares of Dune Class B Common Stock and Holdings Common Units.

Completion Window” means the period of time in which Dune must complete its initial business combination in accordance with the Current Charter, which is December 22, 2023 unless extended by Dune stockholders in accordance with the Current Charter.

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Condition Precedent Proposals” means the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Stock Issuance Proposal and the Director Election Proposal, each of which are cross-conditioned on the approval of each other.

Continental” means Continental Stock Transfer & Trust Company.

Current Charter” means Dune’s amended and restated certificate of incorporation, as amended.

DGCL” means the General Corporation Law of the State of Delaware.

Director Election Proposal” means the proposal to elect five directors, comprised of one director to serve as a Class I director, two directors to serve as Class II directors and two directors to serve as Class III directors, in each case to serve on New Global’s Board for a term expiring at the annual meeting of stockholders to be held in 2024 in the case of the Class I director, 2025 in the case of Class II directors and 2026 in the case of Class III directors, or until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation, retirement or removal.

DTC” means The Depository Trust Company.

Dune” or “the Company” means Dune Acquisition Corporation, a Delaware corporation.

Dune Board,” “the Board” or “our Board” means the board of directors of Dune.

Dune Class A Common Stock” or “our Class A common stock” means the shares of Class A Common Stock, par value $0.0001 per share, of Dune. Effective as of September 20, 2023, all of the outstanding shares of Dune Class B Common Stock were exchanged by the Sponsor for an equal number of shares of Dune Class A Common Stock pursuant to the Sponsor Exchange.

Dune Class B Common Stock” or “our Class B common stock” means the shares of Class B Common Stock, par value $0.0001 per share, of Dune.

Dune Common Stock” means, collectively, the Dune Class A Common Stock and Dune Class B Common Stock.

Dune Stockholder Redemptions” mean redemptions by Dune’s public stockholders.

Dune stockholders” or “our stockholders” means, collectively, the holders of the Dune Class A Common Stock and the holders of the Dune Class B Common Stock.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Exchange Agreement” mean the Exchange Agreement to be entered into as of the Closing Date, by and among Holdings, New Global and the Sellers.

Existing Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of December 17, 2020, between Dune and the Sponsor.

FINRA” means the Financial Industry Regulatory Authority.

founder shares” means, prior to the consummation of the Sponsor Exchange on September 20, 2023, the aggregate of 4,312,500 shares of Dune Class B Common Stock issued prior to Dune’s IPO and held by the Sponsor and, on and after the consummation of the Sponsor Exchange on September 20, 2023, the 4,312,500 shares of Dune Class A Common Stock issued to the Sponsor upon completion of the Sponsor Exchange (which shares are subject to the same restrictions as applied to the Dune Class B Common Stock before the Sponsor Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote such Sponsor Exchange Shares in favor of Dune’s initial business combination, pursuant to the terms and conditions of the Sponsor Exchange Agreement).

GAAP” means United States generally accepted accounting principles.

Global Hydrogen” means Global Hydrogen Energy LLC, a Delaware corporation.

Global Hydrogen Board” means the board of directors of Global Hydrogen.

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Global Hydrogen Units” means the limited liability company equity interests of Global Hydrogen.

Governance Proposals” means a proposal to consider and vote upon, on a non-binding advisory basis, certain material differences between the Current Charter and the Proposed Charter, which are presented separately in accordance with the requirements of the SEC.

Holdings” means Global Gas Holdings LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Dune.

Holdings Common Units” means common equity units of Global Gas Holdings LLC.

Holdings LLCA” means the Amended and Restated Limited Liability Company Agreement of Global Gas Holdings LLC, a Delaware limited liability company, to be entered into by Holdings, Dune and the Sellers at the Closing (as such agreement may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms).

Incentive Plan” means the Global Gas Corporation 2023 Long Term Incentive Plan, a copy of which is attached to this proxy statement as Annex I.

Incentive Plan Proposal” means the proposal to approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan.

Investment Company Act” means the Investment Company Act of 1940, as amended.

IPO” means Dune’s initial public offering, consummated on December 22, 2020, through the sale of 17,250,000 units at $10.00 per unit.

JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

Letter Agreement” means that certain Letter Agreement, dated as of December 17, 2020 entered into by and among Dune, the Sponsor, officers and all of its directors at the time, in connection with the IPO.

Lockup Agreement” means that certain Lockup Agreement, dated as of May 14, 2023, by and among Dune, the Sponsor and the Sellers.

Morrow” means Morrow Sodali LLC.

Nasdaq” means The Nasdaq Capital Market.

Needham” means Needham & Company, LLC.

Newbridge” means Newbridge Securities Corporation.

New Global” means Dune after the Closing, renamed “Global Gas Corporation.”

New Global Board” means the board of directors of New Global.

New Global Bylaws” means the proposed amended and restated bylaws to be adopted by New Global immediately prior to, and subject to, the Closing (and which at and after the Closing will operate as the amended and restated bylaws of New Global).

New Global Class A Common Stock” means the shares of Class A Common Stock, par value $0.0001 per share, of New Global.

New Global Class B Common Stock” means the shares of Class B Common Stock, par value $0.0001 per share, of New Global.

New Global Common Stock” means the shares of New Global Class A Common Stock and New Global Class B Stock, collectively.

New Global Management” means the management of New Global following the consummation of the Business Combination.

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Nomination Agreement” means the agreement to be entered into as of the Closing Date, by and among New Global, the Sellers and the Sponsor, pursuant to which the Sellers and the Sponsor will have the right to nominate members of the New Global Board, subject to the beneficial ownership thresholds and conditions set forth therein.

Non-Recused Directors” means Carter Glatt, Michael Castaldy, Jeron Smith and Cecil White.

NTA Proposal” means a proposal to consider and vote on the approval and adoption of the amendments to the amended and restated certificate of incorporation of Dune, as amended, which amendments shall be effective, if adopted and implemented by Dune, prior to the consummation of the proposed Business Combination, to 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 such redemptions would cause Dune to have less than $5,000,001 in net tangible assets.

Original Aggregate Consideration” means (i) a number of shares of Dune Class B Common Stock equal to the product of (x) the number of Global Hydrogen Units held by such Seller and (y) the exchange ratio determined by dividing (A) the quotient of $57,500,000 divided by the number of Global Hydrogen Units issued and outstanding immediately prior to the Closing by (B) $10.00 per share and (ii) a number of Holdings Common Units equal to the number of Dune Class B Common Stock to be received by such Seller pursuant to clause (i) hereof.

Principal Stockholders” means William Bennett Nance, Jr., Sergio Martinez, Barbara Guay Martinez, and each of their respective affiliates (including family members, estate planning vehicles and other investment vehicles controlled or beneficially owned by them).

private placement warrants” means the 4,850,000 warrants issued to our Sponsor concurrently with our IPO, each of which is exercisable for one share of Dune Class A Common Stock.

Proposed Charter” means the proposed second amended and restated certificate of incorporation to be adopted by Dune pursuant to the Charter Proposal immediately prior to the Closing (and which at and after the Closing will operate as the second amended and restated certificate of incorporation of New Global), a copy of which is attached as Annex E to this proxy statement.

PSLRA” means the Private Securities Litigation Reform Act of 1995.

Public Offering Note” means that certain promissory note between Dune and our Sponsor dated June 18, 2020.

public shares” means shares of Dune Class A Common Stock included in the units issued in the IPO.

public stockholders” means holders of public shares.

public warrants” means the warrants included in the units issued in the IPO, each of which is exercisable for one share of Dune Class A Common Stock, in accordance with its terms.

Purchase Agreement” means that certain Unit Purchase Agreement, dated May 14, 2023 (as amended on August 22, 2023, and as may be further amended and/or restated from time to time), by and among Dune, Holdings, Global Hydrogen and the Sellers.

record date” means October 30, 2023.

Recused Director” means William Bennett Nance, Jr.

Redemption Limitation” means a number of redemptions of Dune Class A Common Stock such that Dune would fail to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act or any successor rule) in excess of $5,000,000.

Registration Rights Agreement” means the Registration Rights Agreement to be entered into as of the Closing Date, by and among New Global, the Sponsor, and the Sellers and certain of their permitted transferees.

SEC” means the U.S. Securities and Exchange Commission.

Securities Act” means the Securities Act of 1933, as amended.

Sellers” means William Bennett Nance, Jr., Sergio Martinez and Barbara Guay Martinez.

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“SPAC” means a special purpose acquisition company.

Special Meeting” means the special meeting of Dune’s stockholders to consider matters relating to the Business Combination.

Sponsor” means Dune Acquisition Holdings LLC, a Delaware limited liability company.

Sponsor Agreement” means that certain Sponsor Agreement, dated as of May 14, 2023, by and among Dune, Holdings, the Sponsor and Global Hydrogen.

Sponsor Exchange” means the exchange by the Sponsor, on September 20, 2023, pursuant to the Sponsor Exchange Agreement, of 4,312,500 shares of Dune Class B Common Stock, originally issued to the Sponsor prior to the consummation of Dune’s initial public offering, on a one-for-one basis for 4,312,500 shares of Dune Class A Common Stock (the “Sponsor Exchange Shares”) on the terms and conditions set forth in the Sponsor Exchange Agreement.

Sponsor Exchange Agreement” means that certain Exchange Agreement entered into by Dune and the Sponsor on September 20, 2023 in connection with the Sponsor Exchange.

Stock Exchange” means Nasdaq or such other stock exchange as Dune and Global Hydrogen may mutually agree prior to Closing.

Stock Issuance Proposal” means the proposal to approve, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of shares of 4,800,000 New Global Common Stock pursuant to the terms of the Purchase Agreement, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing, as permitted by the Purchase Agreement.

Support Agreement” means that certain Support Agreement, dated as of May 14, 2023, by and among Dune, Holdings, Global Hydrogen and the Sellers.

Termination Date” means 11:59 p.m., Eastern Time, on December 31, 2024.

Transactions” means the Combination Transactions and the other transactions contemplated by the Purchase Agreement.

Transfer Agent” means Continental Stock Transfer & Trust Company.

Trust Account” means the Trust Account of Dune that holds the proceeds from Dune’s IPO and the private placement of the private placement warrants.

Trust Agreement” mean that certain Investment Management Trust Agreement, dated as of December 17, 2020, between Dune and the Trustee.

Trustee” means Continental Stock Transfer & Trust Company.

units” means the units of Dune, each consisting of one share of Dune Class A Common Stock and one-half (1/2) of one public warrant of Dune.

Voting Threshold Date” means the first date on which the Principal Stockholders cease to beneficially own collectively at least 50% of the then-outstanding New Global Common Stock.

warrants” means the public warrants and the private placement warrants.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “will,” “shall,” “seek,” “result,” “become,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean a statement is not forward looking. Indications of, and guidance or outlook on, future earnings, dividends or financial position or performance are also forward looking statements. These forward-looking statements include, but are not limited to: (1) references with respect to the anticipated benefits of the proposed Business Combination and anticipated closing timing; (2) the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Business Combination; (3) current and future potential commercial and customer relationships; and (4) anticipated demand for New Global’s product and service offerings. These statements are based on various assumptions, whether or not identified in this proxy statement, and on the current expectations of Dune’s and Global Hydrogen’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Most of these factors are outside Dune’s and Global Hydrogen’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Purchase Agreement; (ii) the outcome of any legal proceedings that may be instituted against Dune and Global Hydrogen following the announcement of the Purchase Agreement and the Transactions; (iii) the inability of the parties to timely or successfully complete the proposed Business Combination, including due to failure to obtain approval of the stockholders of Dune, redemptions by Dune’s stockholders, certain regulatory approvals or the satisfaction of other conditions to closing in the Purchase Agreement; (iv) risks relating to the uncertainty of the projected financial information with respect to Global Hydrogen; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement or could otherwise cause the Transactions to fail to close; (vi) the impact of the COVID-19 pandemic on Global Hydrogen’s business and/or the ability of the parties to complete the proposed Business Combination; (vii) the inability to maintain the listing of Dune’s shares on The Nasdaq Capital Market (“Nasdaq”) following the proposed Business Combination; (viii) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (ix) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of Global Hydrogen to grow and manage growth profitably, sell and expand its product and service offerings, implement its growth strategy and retain its key employees; (x) risks relating to Global Hydrogen’s operations and business, including the combined company’s ability to raise financing, hire employees, secure supplier, customer and other commercial contracts, obtain licenses and information technology and protect itself against cybersecurity risks; (xi) intense competition and competitive pressures from other companies worldwide in the industries in which the combined company will operate; (xii) litigation and the ability to adequately protect the combined company’s intellectual property rights; (xiii) costs related to the proposed Business Combination; (xiv) changes in applicable laws or regulations; and (xv) the possibility that Global Hydrogen or Dune may be adversely affected by other economic, business and/or competitive factors. The foregoing list of factors is not exhaustive, and there may be additional risks that neither Dune nor Global Hydrogen presently know or that Dune and Global Hydrogen currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Additional information concerning certain of these and other risk factors is contained in Dune’s most recent filings with the SEC, including Dune’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as amended by Amendment No. 1 to Dune’s Annual Report on Form 10-K/A for the year ended December 31, 2022, in the section of this proxy statement entitled “Risk Factors” and in those documents that Dune has filed, or will file, with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained herein. In addition, forward-looking statements reflect Dune’s and Global Hydrogen’s expectations, plans or forecasts of future events and views as of the date of this proxy statement. Dune and Global Hydrogen anticipate that subsequent events

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and developments will cause Dune’s and Global Hydrogen’s assessments to change. All subsequent written and oral forward-looking statements concerning Dune and Global Hydrogen, the Transactions or other matters attributable to Dune, Global Hydrogen or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. While Dune and Global Hydrogen may elect to update these forward-looking statements at some point in the future, each of Dune or Global Hydrogen expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law. These forward-looking statements should not be relied upon as representing Dune’s and Global Hydrogen’s assessments as of any date subsequent to the date of this proxy statement. Accordingly, undue reliance should not be placed upon the forward-looking statements.

The PSLRA provides a safe harbor for forward-looking statements made with respect to certain securities offerings, but excludes such protection for statements made in connection with certain other securities offerings, such as tender offers and initial public offerings. The term “initial public offering” is not defined in the PSLRA. Given the particular characteristics of mergers and business combinations completed by special purpose acquisition companies, there has been some question regarding whether such mergers and business combinations are “initial public offerings,” and therefore not subject to the protection of the PSLRA. There is currently no relevant case law on this matter, and accordingly, there can be no assurances that the safe harbor is applicable to forward-looking statements made by Dune and Global Hydrogen in connection with the Business Combination, and the protections of the safe harbor provided by the PSLRA to Dune and Global Hydrogen may not be available.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. Dune urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this proxy statement.

Q:     Why am I receiving this proxy statement?

A:     We are proposing to consummate the Business Combination with Global Hydrogen. On May 14, 2023, we entered into the Purchase Agreement with Holdings, Global Hydrogen and the Sellers, the terms of which are described in this proxy statement. A copy of the Purchase Agreement is attached hereto as Annex A-1 and Annex A-2. We urge our stockholders to read the Purchase Agreement in its entirety.

The Purchase Agreement must be adopted by our stockholders in accordance with the DGCL and our Current Charter. We are holding a Special Meeting to obtain that approval. Our stockholders will also be asked to vote on certain other matters described in this proxy statement at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of any of the Condition Precedent Proposals or we determine that one or more of the Closing conditions under the Purchase Agreement is not satisfied or waived.

THE VOTE OF DUNE STOCKHOLDERS IS IMPORTANT. DUNE STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT, AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Q:     Why is Dune proposing the Business Combination?

A:     We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

Based on our due diligence investigations of Global Hydrogen, the management of Global Hydrogen and the industry in which it operates, including the financial and other information provided by Global Hydrogen in the course of these due diligence investigations, the Dune Board believes that the Business Combination with Global Hydrogen is in the best interests of Dune and its stockholders and presents an opportunity to increase Dune stockholder value. See the section entitled “The Business Combination Proposal — Dune’s Board of Directors’ Reasons for Recommending the Business Combination” for additional information. However, there is no assurance of this.

Although the Dune Board believes that the Business Combination with Global Hydrogen presents an attractive business combination opportunity and is in the best interests of Dune and its stockholders, the Dune Board did consider certain potentially material negative factors in arriving at that conclusion, including, among others: (i) Global Hydrogen has a limited operating history, which makes it difficult to evaluate its business and prospects and increases the risks associated with an investment in the Dune Class A Common Stock; (ii) Global Hydrogen’s business is subject to extensive, complex and changing laws and regulations, and changes in these laws and regulations, or our failure to comply with these laws and regulations, could harm Global Hydrogen’s business; (iii) Global Hydrogen plans to operate in highly competitive markets, and many of its competitors have greater resources than Global Hydrogen does and may have products and services that may be more appealing than Global Hydrogen’s to its current or potential customers. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — Other Board Considerations,” as well as in the section entitled “Risk Factors.

Based on its due diligence investigations of Global Hydrogen and the industries in which it plans to operate, including the financial and other information provided by Global Hydrogen in the course of our due diligence investigations, our Board believes that the Business Combination with Global Hydrogen is in our best interests and of those of our stockholders and presents an opportunity to increase stockholder value. However, there can be no assurances of this.

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Although our Board (other than the Recused Director) believes that the Business Combination with Global Hydrogen presents a unique business combination opportunity and is in the best interests of Dune and its stockholders, our Board (other than the Recused Director) did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal” for a discussion of the factors considered by our Board (other than the Recused Director) in making its decision.

Q:     When and where will the Special Meeting take place?

A:     Our Special Meeting will be held on November 29, 2023, at 12:00 p.m., New York City time, at 1645 Palm Beach Lakes Boulevard #1200, West Palm Beach, Florida 33401. The meeting will begin promptly at 12:00 p.m., New York City time.

         If you plan to attend the Special Meeting, please note that you will need to provide proof of ownership of Dune Common Stock and provide a government-issued picture identification card, such as your driver’s license. If you hold shares through an account with a broker, bank or other nominee, please bring to the Special Meeting your statement evidencing your beneficial ownership of Dune Common Stock as of October 30, 2023, the record date, and provide a government-issued picture identification card, such as your driver’s license. Please note that if you hold shares through a broker, bank or other nominee and plan to attend the Special Meeting in person and would like to vote there, you will need to contact your broker, bank or other nominee and request a “legal proxy.”

Q:     What matters will be considered at the Special Meeting?

A:     Our stockholders will be asked to consider and vote on the following proposals:

(a)     Proposal No. 1 — The Business Combination Proposal — a proposal to adopt the Purchase Agreement, and the transactions contemplated thereby, in the form attached to the accompanying proxy statement as Annex A-1 and Annex A-2 (the “Business Combination Proposal”);

(b)    Proposal No. 2 — The NTA Proposal — a proposal to consider and vote on the approval and adoption of the amendments to the Current Charter, which amendments shall be effective, if adopted and implemented by Dune, prior to the consummation of the proposed Business Combination, to 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 $5,000,001 in net tangible assets;

(c)     Proposal No. 3 — The Charter Proposal — a proposal to approve an amendment and restatement of the Current Charter in the form of Proposed Charter to, among other things, change the name of Dune Acquisition Corporation to Global Gas Corporation and effect the amendments relating to corporate governance described below in Proposal No. 4;

(d)    Proposal No. 4 — The Governance Proposals — a proposal to consider and vote upon, on a non-binding advisory basis, certain material differences between the Current Charter and the Proposed Charter, which are presented separately in accordance with the requirements of the SEC to:

(i)     authorize the issuance of up to 401,000,000 total shares, consisting of (a) 380,000,000 shares of New Global Class A Common Stock, (b) 20,000,000 shares of New Global Class B Common Stock, which will be exchangeable (together with Holdings Common Units) into shares of New Global Class A Common Stock in accordance with the Exchange Agreement, and (c) 1,000,000 shares of New Global preferred stock;

(ii)    provide that any amendment to the New Global Bylaws will require approval of at least two-thirds (66⅔%) of the voting power of all of the then-outstanding shares of voting stock of New Global, voting as a single class;

(iii)   provide that until the Voting Threshold Date, any actions required to be taken or permitted to be taken by the New Global stockholders may be taken by written consent signed by New Global stockholders having not less than the minimum number of votes that would be necessary to authorize such action at a meeting, as opposed to the Current Charter, which provides that only the holders of New Global Class B Common Stock have the right to take action by written consent;

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(iv)   provide that special meetings of stockholders for any purpose or purposes may be called at any time only by the New Global Board, the chairperson of the New Global Board, or the Chief Executive Officer of New Global; provided, however, that prior to the Voting Threshold Date, special meetings of stockholders for any purpose or purposes may also be called by or at the request of the Principal Stockholders (acting by holders of a majority of the New Global Common Stock held by the Principal Stockholders);

(v)    provide that New Global will not be governed by Section 203 of the DGCL;

(vi)   delete various provisions applicable only to blank check companies, including business combination requirements, that will no longer be applicable following the Business Combination;

(vii)  provide for the exculpation of officers as permitted by Section 102(b)(7) of the DGCL; and

(viii) provide that, subject to the rights of the holders of any outstanding class of preferred stock, the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of all then outstanding shares of capital stock of New Global’s capital stock entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL.

(e)     Proposal No. 5 — The Incentive Plan Proposal — a proposal to approve and adopt the Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex I;

(f)     Proposal No. 6 — The Stock Issuance Proposal — a proposal to approve, for the purposes of complying with the applicable listing rules of Nasdaq, (x) the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the Business Combination, consisting of the issuance of (i) shares of New Global Class A Common Stock, upon exchange of the shares of New Global Class B Common Stock and Holdings Common Units issued to the Sellers pursuant to the terms of the Purchase Agreement in accordance with the Exchange Agreement and (ii) any shares of New Global Common Stock pursuant to subscription agreements we may enter into prior to the Closing, as permitted by the Purchase Agreement, and (y) the issuance of shares of New Global Class B Common Stock to the Sellers in connection with the Business Combination that would represent more than 20% of New Global’s issued and outstanding common stock and result in the Sellers owning more than 20% of the New Global Common Stock, and more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules;

(g)    Proposal No. 7 — The Director Election Proposal — a proposal to elect five directors to serve staggered terms on the New Global Board until the 2024, 2025 and 2026 annual meeting of stockholders, respectively, or until such directors’ successors shall have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal; and

(h)    Proposal No. 8 — The Adjournment Proposal — a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of any of the Condition Precedent Proposals (as defined below) or we determine that one or more of the Closing conditions under the Purchase Agreement is not satisfied or waived.

Q:     Are the proposals conditioned on one another?

A:     Under the Purchase Agreement, the Closing is conditioned upon the approval of each of the Condition Precedent Proposals, and each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by our stockholders. The Governance Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal. If our stockholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated. By contrast, approval of each of the other proposals in this proxy statement is not a condition to the consummation of the Business Combination.

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It is important for you to note that in the event that if any of the Condition Precedent Proposals do not receive the requisite vote for approval, we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by the applicable deadline, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

Q:     Why is Dune providing its stockholders with the opportunity to vote in the Business Combination?

A:     Under our Current Charter, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote, rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the Closing. The adoption of the Purchase Agreement is required under Delaware law and the approval of the Business Combination is required under our Current Charter. In addition, such approval is also a condition to the Closing under the Purchase Agreement.

Q:     What will happen in connection with the Business Combination?

A:     If the Purchase Agreement is adopted by Dune’s stockholders and the transactions thereunder are consummated, (a) Dune will contribute to Holdings all of its assets (excluding its interests in Holdings and the aggregate amount of cash proceeds required to satisfy any redemptions by Dune’s public stockholders), and in exchange therefor, Holdings will issue to Dune a number of Holdings Common Units which will equal the number of total shares of Dune Class A Common Stock, issued and outstanding immediately after the Closing (taking into account any equity financing agreements entered into by Dune between the signing date of the Purchase Agreement and the Closing and giving effect to all Dune Stockholder Redemptions) and (b) immediately after the SPAC Contribution, the Sellers will transfer, convey, assign and deliver all of the Global Hydrogen Units to Holdings in exchange for shares of Dune Class B Common Stock, and Holdings Common Units, as a result of which, (i) each issued and outstanding Global Hydrogen Unit immediately prior to the Combination Transactions will be held by Holdings, (ii) each Seller will receive an aggregate number of Holdings Common Units and shares of Dune Class B Common Stock, in each case, equal to the number of Global Hydrogen Units held by such Seller, multiplied by the Company Exchange Ratio, and (iii) Dune will change its name to Global Gas Corporation and New Global will be the publicly traded reporting company in an “Up-C” structure.

Q:     How has the announcement of the Business Combination affected the trading price of Dune’s common stock?

A:     On Friday, May 12, 2023, the trading date before the public announcement of the Business Combination, Dune’s units, public shares and warrants closed at $9.95, $9.96 and $0.0161, respectively. On November 6, 2023, the trading date immediately prior to the date of this proxy statement, Dune’s units, public shares and warrants closed at $10.17, $10.15 and $0.03, respectively.

Q:     How will the Business Combination impact the New Global Common Stock outstanding after the Closing?

A:     After the Business Combination and the consummation of the transactions contemplated thereby, there will be 5,494,554 shares of New Global Class A Common Stock outstanding (assuming that no shares of New Global Class A Common Stock are redeemed) and the amount of New Global Class B Common Stock outstanding will increase to 4,800,000 shares of New Global Class B Common Stock.

In accordance with the terms and subject to the conditions of the Purchase Agreement, at the Closing, (i) each issued and outstanding Global Hydrogen Unit immediately prior to the Combination Transactions will be held by Holdings, (ii) each Seller will receive an aggregate number of Holdings Common Units and shares of Dune Class B Common Stock, in each case, equal to the number of Global Hydrogen Units held by such Seller, multiplied by the Company Exchange Ratio.

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Q:     Is the Business Combination the first step in a “going private” transaction?

A:     No. The Company does not intend for the Business Combination to be the first step in a “going private” transaction. In fact, one of the primary purposes of the Business Combination is to provide a platform for Global Hydrogen to access the U.S. public markets.

Q:     Will the management of Global Hydrogen change in the Business Combination?

A:     We anticipate that the management of Global Hydrogen serving as of the date hereof will remain with the post-combination company. The current directors of the Company will resign at the time of the Business Combination, other than Carter Glatt, Jeron Smith, Michael Castaldy and William Bennett Nance, Jr., who have been nominated, subject to the approval of the Director Election Proposal, to serve as directors of New Global. The remaining director nominees will be designated in accordance with the Director Election Proposal. Please see the section entitled “New Global Management After the Business Combination — Directors.”

Q:     Will Dune obtain new financing in connection with the transaction?

A:     No. Dune does not currently intend to seek new financing in connection with the Business Combination.

Q:     Are there any arrangements to help ensure that Dune will have sufficient funds, together with the proceeds in the Trust Account, to fund the aggregate purchase price?

A:     No. The Company will use the funds in the Trust Account, after payments made in respect of the redemptions of Dune Class A Common Stock to the extent elections for redemptions have been properly made, to pay certain fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by the Company and other parties to the Purchase Agreement in connection with the transactions contemplated by the Purchase Agreement, including the Business Combination.

Q:     Why is Dune proposing the Charter Proposal?

A:     The Proposed Charter provides for certain amendments to our Current Charter. Pursuant to Delaware law, we are required to submit the Charter Proposal to the Company’s stockholders for adoption. The Proposed Charter will not be adopted if the other Condition Precedent Proposals are not consummated. For additional information, please see the section entitled “The Charter Proposal.”

Q:     Why is Dune proposing the Incentive Plan Proposal?

A:     The purpose of the Incentive Plan Proposal is to further align the interests of the eligible participants with those of Dune stockholders by providing long-term incentive compensation opportunities tied to the performance of New Global. Please see the section entitled “The Incentive Plan Proposal” for additional information.

Q:     Is my vote important?

A:     Yes. The Business Combination cannot be completed unless the Purchase Agreement is adopted by our stockholders holding a majority of the votes cast by holders of shares of Dune Class A Common Stock on such proposal and the other Condition Precedent Proposals achieve the necessary vote outlined below. Only our stockholders as of the close of business on October 30, 2023, the record date for the Special Meeting, are entitled to vote at the Special Meeting. Our Board (other than the Recused Director) unanimously recommends that such holders of shares of Dune Class A Common Stock vote “FOR” the approval of the Business Combination Proposal, “FOR” the NTA Proposal, “FOR” the Charter Proposal, “FOR” the Governance Proposals, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the election of each of the director nominees to the Board and “FOR” the approval of the Adjournment Proposal. For more information on the Dune Board’s recommendation, see “The Business Combination Proposal — Dune’s Board of Directors’ Reasons for Recommending the Business Combination.

Q:     What is the difference between a stockholder of record and “street name” holder?

A:     If your shares are registered directly in your name with the Company’s Transfer Agent, Continental, you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you

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are considered the beneficial owner of those shares, which are considered to be held in “street name.” Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Q:     If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

A:     No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As a result, your public shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     What stockholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?

A:     The Business Combination Proposal.    Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock present in person or by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the proposal. Our Sponsor has agreed to vote their shares of Dune Common Stock in favor of the Business Combination. Our Sponsor currently holds approximately 78.5% of the total outstanding shares of Dune Common Stock. Accordingly, if all of our outstanding shares were to be voted, we would not need any additional affirmative vote of outstanding shares in order to approve the Business Combination Proposal.

The NTA Proposal.    Approval of the NTA Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of the issued and outstanding shares of Dune Class A Common Stock as of the record date. Accordingly, the failure of a holder of shares of Dune Class A Common Stock to vote by proxy or to vote in person at the Special Meeting, or an abstention (if a valid quorum is established for the meeting), will have the same effect as a vote “AGAINST” the NTA Proposal. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by our stockholders.

The Charter Proposal.    Approval of the Charter Proposal requires the affirmative vote of holders of at least a majority of the issued and outstanding shares of Dune Class A Common Stock as of the record date. Accordingly, the failure of a holder of shares of Dune Class A Common Stock to vote by proxy or to vote in person at the Special Meeting, or an abstention (if a valid quorum is established for the meeting), will have the same effect as a vote “AGAINST” the Charter Proposal. Approval of the Charter Proposal is a condition to the approval of the Business Combination.

The Governance Proposals.    Approval of the Governance Proposals requires the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock present in person or by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the Governance Proposals.

The Incentive Plan Proposal.    Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock present in person or by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the Incentive Plan Proposal.

The Stock Issuance Proposal.    Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock present in person or by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the Stock Issuance Proposal.

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The Director Election Proposal.    The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the shares of Dune Class A Common Stock cast by the holders of shares of Dune Class A Common Stock present in person or by proxy at the Special Meeting and entitled to vote thereon. This means that each of the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Holders of shares of Dune Class A Common Stock may not cumulate their votes with respect to the election of directors. Abstentions and broker non-votes have no effect on the Director Election Proposal.

The Adjournment Proposal.    Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the Adjournment Proposal.

Q:     What will Global Hydrogen’s equity holders receive in connection with the Business Combination?

A:     In connection with the terms and subject to the Purchase Agreement, at the Closing, the issued and outstanding Global Hydrogen Units of each Seller will be transferred, conveyed, assigned and delivered in exchange for (i) a number of shares of Dune Class B Common Stock equal to the product of (x) the number of Global Hydrogen Units held by such Seller and (y) the Company Exchange Ratio determined by dividing (A) the quotient of $48,000,000 divided by the number of Global Hydrogen Units issued and outstanding immediately prior to the Closing by (B) $10.00 per share and (ii) a number of Holdings Common Units equal to the number of Dune Class B Common Stock to be received by such Seller pursuant to clause (i) hereof.

Q:     What equity stake will current Dune stockholders and the Sellers hold in New Global immediately after the consummation of the Business Combination?

A:     It is anticipated that, upon completion of the Business Combination, the approximate ownership interests in New Global will be as set forth in the table below.

The approximate ownership interests in New Global after the Business Combination, assuming that the maximum number of 1,182,054 public shares are redeemed (with the number of redemptions being determined by assuming that the redemption price is $10.00 per share and, assuming no other available cash of Dune, including any potential financing conducted by Dune as permitted under the Purchase Agreement or any net proceeds obtained by Global Hydrogen as a result of any debt financing arrangements that remain outstanding following the Closing), assuming the Closing occurs in the second half of 2023, has been determined based on the capitalization of each of Dune and Global Hydrogen as of June 30, 2023, assuming consummation of the Business Combination, which results in an assumed number of 4,800,000 shares of New Global Common Stock being issued pursuant to the Purchase Agreement and an assumed aggregate number of 10,294,554 shares of New Global Common Stock issued and outstanding following the Closing (assuming no redemptions). For further information regarding our post-combination capital structure, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

 

Assuming No
Redemptions of
Public Shares

 

Assuming 25%
Redemptions of
Public Shares
(1)

 

Assuming 50%
Redemptions of
Public Shares
(2)

 

Assuming
Maximum
Redemptions of
Public Shares
(3)

Dune public stockholders

 

11.5

%

 

8.9

%

 

6.1

%

 

%

Dune Acquisition Holdings LLC

 

41.9

%

 

43.1

%

 

44.4

%

 

47.3

%

Sellers

 

46.6

%

 

48.0

%

 

49.5

%

 

52.7

%

   

100.0

%

 

100.0

%

 

100.0

%

 

100.0

%

____________

(1)      Assumes that holders of 295,514 public shares exercise their redemption rights in connection with the Business Combination at a redemption price of $10.00 per share.

(2)      Assumes that holders of 591,027 public shares exercise their redemption rights in connection with the Business Combination at a redemption price of $10.00 per share.

(3)      Assumes that holders of 1,182,054 public shares exercise their redemption rights in connection with the Business Combination at a redemption price of $10.00 per share, which is the maximum number of public shares that may be redeemed by public stockholders assuming approval of the NTA Proposal.

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Based on the $48.0 million equity value ascribed to Global Hydrogen under the Purchase Agreement, the aggregate and per-share implied valuations of the approximate 11.5% equity stake of Dune’s public stockholders in New Global after the Business Combination, assuming no further redemptions of public shares, would be approximately $5.5 million and approximately $4.67 per share, respectively. Based on the $99.2 million implied equity value for Global Hydrogen indicated by the comparable public company analysis prepared by Newbridge in connection with its fairness opinion, the aggregate and per-share implied valuations of the approximate 11.5% equity stake of Dune’s public stockholders in New Global after the Business Combination, assuming no further redemptions of public shares, would be approximately $11.4 million and approximately $9.65 per share, respectively. Based on the $114.5 million valuation for Global Hydrogen indicated by the DCF Analysis (as defined below) prepared by Newbridge in connection with its fairness opinion, the aggregate and per-share implied valuations of the approximate 11.5% equity stake of Dune’s public stockholders in New Global immediately after the Business Combination, assuming no further redemptions of public shares, would be approximately $13.2 million and approximately $11.14 per share, respectively.

Based on the $48.0 million equity value ascribed to Global Hydrogen under the Purchase Agreement, the aggregate and per-share implied valuations of the approximate 8.9% equity stake of Dune’s public stockholders in New Global after the Business Combination, assuming 25% redemptions of public shares, would be approximately $4.3 million and approximately $4.82 per share, respectively. Based on the $99.2 million implied equity value for Global Hydrogen indicated by the comparable public company analysis prepared by Newbridge in connection with its fairness opinion, the aggregate and per-share implied valuations of the approximate 8.9% equity stake of Dune’s public stockholders in New Global after the Business Combination, assuming 25% redemptions of public shares, would be approximately $8.8 million and approximately $9.96 per share, respectively. Based on the $114.5 million valuation for Global Hydrogen indicated by the DCF Analysis prepared by Newbridge in connection with its fairness opinion, the aggregate and per-share implied valuations of the approximate 8.9% equity stake of Dune’s public stockholders in New Global immediately after the Business Combination, assuming 25% redemptions of public shares, would be approximately $10.2 million and approximately $11.49 per share, respectively.

Based on the $48.0 million equity value ascribed to Global Hydrogen under the Purchase Agreement, the aggregate and per-share implied valuations of the approximate 6.1% equity stake of Dune’s public stockholders in New Global after the Business Combination, assuming 50% redemptions of public shares, would be approximately $2.9 million and approximately $4.95 per share, respectively. Based on the $99.2 million implied equity value for Global Hydrogen indicated by the comparable public company analysis prepared by Newbridge in connection with its fairness opinion, the aggregate and per-share implied valuations of the approximate 6.1% equity stake of Dune’s public stockholders in New Global after the Business Combination, assuming 50% redemptions of public shares, would be approximately $6.1 million and approximately $10.24 per share, respectively. Based on the $114.5 million valuation for Global Hydrogen indicated by the DCF Analysis prepared by Newbridge in connection with its fairness opinion, the aggregate and per-share implied valuations of the approximate 6.1% equity stake of Dune’s public stockholders in New Global immediately after the Business Combination, assuming 50% redemptions of public shares, would be approximately $7.0 million and approximately $11.82 per share, respectively.

Assuming maximum redemptions of public shares, Dune’s public stockholders would not have an equity stake in New Global after the Business Combination, which results in an aggregate and per-share implied valuation of $0.00 based on each of the $48.0 million equity value ascribed to Global Hydrogen under the Purchase Agreement, the $99.2 million implied equity value for Global Hydrogen indicated by the comparable public company analysis prepared by Newbridge in connection with its fairness opinion and the $114.5 million valuation for Global Hydrogen indicated by the DCF Analysis prepared by Newbridge in connection with its fairness opinion.

The percentages set forth above do not take into account (a) public warrants and private placement warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing 30 days after the Closing) or (b) the issuance of any shares underlying New Global options or other equity awards that will be held by equity holders of Global Hydrogen following completion of the Business

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Combination. If each such warrants were exercisable and exercised following the completion of the Business Combination, then ownership of New Global would be as follows (assuming the same number of public shares are redeemed as described in the footnotes to the table immediately above):

 

Assuming No
Redemptions of
Public Shares

 

Assuming 25%
Redemptions of
Public Shares

 

Assuming 50%
Redemptions of
Public Shares

 

Assuming
Maximum
Redemptions of
Public Shares

Dune public stockholders

 

41.3

%

 

40.5

%

 

39.8

%

 

38.2

%

Dune Acquisition Holdings LLC

 

38.5

%

 

39.0

%

 

39.5

%

 

40.6

%

Sellers

 

20.2

%

 

20.4

%

 

20.7

%

 

21.2

%

   

100.0

%

 

100.0

%

 

100.0

%

 

100.0

%

____________

(1)      The maximum redemption scenario represents the maximum redemptions assuming approval of the NTA Proposal.

There are currently outstanding an aggregate of 13,475,000 warrants to acquire our Class A Common Stock, which comprise 4,850,000 private placement warrants held by our Sponsor and 8,625,000 public warrants. Each of our outstanding whole warrants is exercisable commencing 30 days following the Closing for one share of our Class A Common Stock in accordance with its terms. Therefore, as of the date of this proxy statement, if we assume that each outstanding whole warrant is exercised and one share of Dune Class A Common Stock is issued as a result of such exercise, with payment of the exercise price of $11.50 per share, our fully-diluted share capital would increase by a total of 13,475,000 shares, with approximately $154,962,500 paid to exercise the warrants.

If the actual facts are different than the assumptions set forth above, the maximum number of redemptions and the share numbers and ownership percentages set forth above will be different.

For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:     What interests do the Sponsor and Dune’s current officers and directors have in the Business Combination?

A:     When considering the recommendation of our Board (other than the Recused Director) to vote for the Business Combination Proposal, it should be noted that our directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a Dune stockholder. These interests include, among other things:

        Our Sponsor will lose its entire investment in us if we do not complete a business combination within the Completion Window.

        Prior to the IPO, the Sponsor paid $25,000 in consideration for 4,312,500 founder shares, or approximately $0.006 per share. The 4,312,500 founder shares have an aggregate market value of approximately $43,771,875 based upon the closing per-share price of $10.15 on Nasdaq on October 30, 2023, the record date.

        Simultaneously with the consummation of our IPO, we sold 4,850,000 warrants, each exercisable to purchase one share of our Class A Common Stock at $11.50 per share, at a price of $1.00 per warrant for an aggregate of $4,850,000 to our Sponsor. Upon the closing, each warrant will become exercisable to purchase one share of New Global Common Stock at $11.50 commencing 30 days following the Closing. Such warrants have an aggregate market value of approximately $232,315 based upon the closing per-warrant price of $0.0479 on Nasdaq on October 30, 2023, the record date.

        In total, our Sponsor paid an aggregate of $4,875,000 to purchase securities with an aggregate market value of approximately $44,004,190 based upon closing prices on Nasdaq on October 30, 2023, the record date (without taking into account any diminution in value resulting from the transfer restrictions on such securities).

        Our Sponsor and our officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of the Business Combination. In addition, our Sponsor and our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if Dune fails to complete a business combination within the Completion Window. There will be no redemption rights or liquidating distributions with respect to the private placement warrants or public warrants, which will

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expire worthless if we fail to complete our initial business combination within the Completion Window. Our Sponsor and our officers and directors did not receive separate consideration for their waiver of redemption rights other than the receipt of founder shares for a nominal purchase price.

        The nominal purchase price paid by the Sponsor for the founder shares may result in significant dilution to the implied value of the public shares upon consummation of the Business Combination. In addition, the value of the founder shares following the Closing is likely to be substantially higher than the nominal price paid for them, even if the trading price of the public shares is substantially less than $10.00 per share. As a result, the Sponsor is likely able to recoup its investment in us and make a substantial profit on that investment, even if our public shares have lost significant value. Accordingly, the Sponsor and our officers and directors may have an economic incentive that differs from that of our public stockholders to pursue and consummate an initial business combination rather than to liquidate and to return all of the cash in the Trust Account to the public stockholders, even if that business combination were with a riskier or less-established target business.

        Carter Glatt, our Chief Executive Officer and Director, William Bennett Nance, Jr., our Director and Global Hydrogen’s Chief Executive Officer, Michael Castaldy, our Chief Financial Officer and Director, and Jeron Smith, our Director, are expected to serve as directors of New Global after the Closing. As such, in the future, they may receive any cash fees, stock options or stock awards that the New Global Board determines to pay its directors and/or officers.

        On September 20, 2023, the Sponsor exchanged all 4,312,500 of its shares of Dune Class B Common Stock on one-for-one basis for 4,312,500 shares of Dune Class A common stock pursuant to the Sponsor Exchange. As a result of the Sponsor Exchange, the Sponsor holds approximately 78.5% of the outstanding shares of Dune Class A Common Stock. Because the Sponsor has agreed to vote in favor of the Business Combination, we would not need any public shares sold in the IPO to be voted in favor of the Business Combination in order for the Business Combination Proposal to be approved.

        In connection with the Closing, we will enter into the Registration Rights Agreement, which will provide certain of the Company’s stockholders, including the holders of the founder shares, private placement warrants and shares of New Global Common Stock issuable upon conversion of the founder shares and private placement warrants, with registration rights.

        In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.

        In connection with the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to us and remain outstanding. As of the date of this proxy statement, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

        Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

        Upon the Closing, subject to the terms and conditions of the Purchase Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by us from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Such reimbursable out-of-pocket expenses, if any, are not expected to be material. As of November 7, 2023, the total aggregate amount of out-of-pocket expenses expected to be repaid by Dune upon consummation of the Business Combination is approximately $190,000.

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        Upon 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. Newbridge, who acted as Dune’s financial advisor in connection with the Business Combination, will receive at the Closing, in the aggregate, $30,000 in its remaining fees in connection with certain financial advisory services provided to Dune. Newbridge will not receive such fees unless the Business Combination is successfully completed.

        Given the differential in the purchase price that our Sponsor paid for the founder shares as compared to the price of the units sold in Dune’s IPO, our Sponsor and its affiliates may earn a positive rate of return on their investment even if the New Global Common Stock trades below the price initially paid for the units in Dune’s IPO and the public stockholders experience a negative rate of return following the completion of the Business Combination.

        Pursuant to the Sponsor Agreement, Dune has agreed to indemnify the Sponsor for a period of six years after the Closing against any claims directly relating to the Business Combination arising from the Sponsor’s ownership of Dune’s equity securities or its control or ability to influence Dune, subject to certain limited exceptions.

These financial interests of our Sponsor, officers and directors and entities affiliated with them may have influenced their decision to approve the Business Combination. You should consider these interests when evaluating the Business Combination and the recommendation of our Board (other than the Recused Director) to vote for the Business Combination Proposal and other proposals to be presented to the stockholders.

Q:     What are the potential impacts on the Business Combination and related transactions resulting from the Deferred Discount Waiver?

A:     Dune paid an underwriting discount of $3,450,000 ($0.20 per unit sold) to the underwriters at the closing of the IPO on December 22, 2020, with an additional fee (the “Deferred Discount”) of $6,037,500 ($0.35 per unit sold) payable upon its completion of an initial business combination.

On June 14, 2022, Dune entered into the Amendment Letter (the “Amendment Letter”) with Cantor to amend the Underwriting Agreement, dated December 17, 2020 (the “Underwriting Agreement”), by and between the Company and Cantor, as representative of the several underwriters named therein, pursuant to which Cantor agreed to waive in full, on behalf of itself and Needham, the Deferred Discount (the “Deferred Discount Waiver”). In its role as representative of the several underwriters named in the Underwriting Agreement, Cantor had the authority to bind Needham to such Deferred Discount Waiver, and no separate waiver was negotiated with Needham. Pursuant to the Amendment Letter, 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, subject to the conditions described therein. No similar right of refusal arrangement was requested by, or offered to, Needham.

As a result of the Deferred Discount Waiver, the aggregate amount of transaction fees payable by Dune at the consummation of an initial business combination, including the proposed business combination with Global Hydrogen, will be reduced by $6,037,500. The services provided by Cantor and Needham pursuant to the Underwriting Agreement related to the IPO were complete at the time of the Deferred Discount Waiver.

While neither Cantor nor Needham provided any detail as to the reasons for the Deferred Discount Waiver, and Dune did not seek out such reasons or engage in dialogue with Cantor or Needham to that effect, stockholders should be aware that the Deferred Discount Waiver could indicate that Cantor and Needham do not want to be associated with the disclosures in this proxy statement or any underlying business analysis related to the transactions described herein. The Deferred Discount Waiver, including any waiver of fees for services that have already been rendered, is unusual and some investors may find the Business Combination less attractive as a result. However, Dune believes that the Deferred Discount Waiver could be beneficial for its stockholders, as such waived fees would reduce the amount of transaction expenses payable in connection with the consummation of an initial business combination by $6,037,500.

Neither Cantor nor Needham nor any other investment bank has been engaged by Dune in connection with its proposed business combination with Global Hydrogen. Cantor has not exercised its right of first refusal to act as Dune’s capital markets advisor, and no reason was given for such decision. For information about the discussions with Cantor regarding its decision not to act as capital markets advisor, see “The Business Combination Proposal — Background of the Business Combination.”

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For information regarding the risks associated with the Deferred Discount Waiver, see “Risk Factors — Risks Related to Dune and the Business Combination — Each of Cantor and Needham were to be compensated in connection with the consummation of an initial business combination by Dune, including the proposed transaction with Global Hydrogen, but have instead waived such compensation. Investors should not place any reliance on the fact that Cantor and Needham were previously engaged by Dune to serve as underwriters in the IPO, should not assume that Cantor and Needham are involved in the Business Combination and no inference should be drawn to this effect.”

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

A:     A total of $172,500,000, including approximately $6,037,500 of underwriters’ deferred discount and $4,850,000 of the proceeds of the sale of the private placement warrants, was placed in a Trust Account maintained by Continental, acting as Trustee. We originally had up to 18 months from the closing of our IPO, or until June 22, 2022, to consummate an initial business combination. However, on June 14, 2022, the stockholders of Dune approved an amendment to our amended and restated certificate of incorporation (the “Extension Amendment”) to extend the date by which Dune must complete a business combination from June 22, 2022 to December 22, 2023. In connection with the Extension Amendment, holders of an aggregate of 16,067,946 shares of Dune Class A Common Stock, representing approximately 93.1% of the total shares of Dune Class A Common Stock at the time outstanding, exercised (and did not reverse) their right to redeem such shares for a pro rata portion of the funds held in the Trust Account. As a result, (i) approximately $160.7 million (approximately $10.00 per share) was removed from the Trust Account to pay such holders, (ii) approximately $11.8 million remained in the Trust Account and (iii) 5,494,554 shares of Dune Common Stock remained outstanding (including 1,182,054 public shares and 4,312,500 founder shares). As of June 30, 2023, there were investments and cash held in the Trust Account of $11,963,187. These funds will not be released until the earlier of Closing or the redemption of our public shares if we are unable to complete an initial Business Combination within the Completion Window, although we may withdraw the interest earned on the funds held in the Trust Account to pay franchise and income taxes.

Q:     What is an “Up-C” Structure?

A:     Our corporate structure prior to and following the Business Combination, as described under the section entitled “The Business Combination Proposal,” is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The “Up-C” structure allows the Sellers to retain their equity ownership in Global Hydrogen, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Holdings Common Units after the Closing. Dune will be a holding company and, immediately after the consummation of the Business Combination, its only direct assets will consist of Holdings Common Units. Immediately following the Closing, Dune is expected to own approximately 53.4% of the Holdings Common Units, assuming no redemptions of shares of Dune Class A Common Stock. Because holders of Dune Class A Common Stock that do not elect to have such stock redeemed are not parties to such transactions, 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. Dune 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.

Q:     What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?

A:     Dune stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. In addition, with fewer public shares and public stockholders, the trading market for New Global Common Stock may be less liquid than the market for Dune Class A Common Stock was prior to consummation of the Business Combination and New Global may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Global Hydrogen’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account as opposed to the scenario in which the public stockholders exercise the maximum allowed redemption rights.

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The table below presents the trust value per share to a public stockholder that elects not to redeem across a range of varying redemption scenarios.

 

Per Share
Value

Trust Value

 

$

11,820,540

Total Public Shares

 

 

1,182,054

Trust Value Per Public Share

 

$

10.00

 

Assuming
No
Redemptions

 

Assuming
25%
Redemptions

 

Assuming
50%
Redemptions

 

Assuming
Maximum
Possible
Redemptions

Redemptions ($)

 

$

 

$

2,955,140

 

$

5,910,270

 

$

11,820,540

Redemptions (shares)

 

 

 

 

295,514

 

 

591,027

 

 

1,182,054

Cash left in Trust Account post redemption

 

$

11,820,540

 

$

8,865,400

 

$

5,910,270

 

$

Public shares post redemption

 

 

1,182,054

 

 

886,541

 

 

591,027

 

 

Trust Value Per Share

 

$

10.00

 

$

10.00

 

$

10.00

 

$

The table below presents possible sources of dilution and the extent of such dilution that non-redeeming public stockholders could experience in connection with the Closing across a range of varying redemption scenarios. In an effort to illustrate the extent of such dilution, the table below assumes (i) the exercise of all public warrants and private placement warrants, (ii) the conversion of 4,312,500 founder shares into New Global Common Stock on a one-for-one basis, and (iii) the issuance of 4,800,000 shares of New Global Common Stock to Global Hydrogen equity holders.

 

Pro Forma Combined

   

Assuming
No
Redemption

 

Assuming
25%
Redemption

 

Assuming
50%
Redemption

 

Assuming
Maximum
Redemption

   

Shares

 

%

 

Shares

 

%

 

Shares

 

%

 

Shares

 

%

Shares issued to Global Hydrogen equityholders

 

4,800,000

 

20.2

%

 

4,800,000

 

20.4

%

 

4,800,000

 

20.7

%

 

4,800,000

 

21.3

%

Holders of Dune’s sponsor shares

 

4,312,500

 

18.1

%

 

4,312,500

 

18.4

%

 

4,312,500

 

18.6

%

 

4,312,500

 

19.1

%

Warrants held by public stockholders

 

8,625,000

 

36.3

%

 

8,625,000

 

36.7

%

 

8,625,000

 

37.2

%

 

8,625,000

 

38.2

%

Private placement warrants

 

4,850,000

 

20.4

%

 

4,850,000

 

20.7

%

 

4,850,000

 

20.9

%

 

4,850,000

 

21.5

%

Dune’s public stockholders

 

1,182,054

 

5.0

%

 

886,541

 

3.8

%

 

591,027

 

2.5

%

 

 

%

Shares outstanding

 

23,769,554

 

100.0

%

 

23,474,041

 

100.0

%

 

23,178,527

 

100.0

%

 

22,587,500

 

100.0

%

Q:     Why is the NTA Proposal being proposed?

A:     The adoption of the proposed amendments to remove the net asset test limitation from the Current Charter is being proposed in order to facilitate the consummation of the Business Combination, by permitting redemptions by public stockholders even if such redemptions result in Dune having net tangible assets that are less than $5,000,001. The purpose of the net asset test limitation was initially to ensure that the Dune Class A Common Stock is not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the Dune Class A Common Stock and the combined company’s common stock would not be deemed to be a “penny stock,” as such securities are expected to be listed on a national securities exchange upon the Closing, Dune is presenting the NTA Proposal to facilitate the consummation of the Business Combination. For more information, see “The NTA Proposal — Reasons for the Approval of the NTA Proposal.”

If we redeem our public shares in an amount in excess of the current Redemption Limitation and our securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our securities from trading on its exchange. If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another approved national securities exchange, we expect that such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences,

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including: (i) a limited availability of market quotations for our securities, (ii) reduced liquidity for our securities, (iii) a determination that our public shares are “penny stocks” which will require brokers trading in our public shares to adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for our securities, (iv) a decreased ability to issue additional securities or obtain additional financing in the future, and (v) a less attractive acquisition vehicle to a target business in connection with an initial business combination. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Dune’s public shares, units and warrants qualify as covered securities under such statute. If we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

Q:     What amendments will be made to the Current Charter?

A:     We are asking Dune stockholders to approve the Proposed Charter that will be effective upon the consummation of the Business Combination. The Proposed Charter provides for various changes that our Board believes are necessary to address the needs of New Global. The Charter Proposal proposes, among other things: (i) the change of Dune’s name to “Global Gas Corporation”; (ii) authorize the issuance of up to 20,000,000 shares of voting, non-economic New Global Class B Common Stock, which will be exchangeable (together with Holdings Common Units) into shares of New Global Class A Common Stock in accordance with the Exchange Agreement; (iii) change the required vote to amend the New Global Bylaws; (iv) provide the Principal Stockholders the right to take certain actions by written consent; (v) provide the Principal Stockholders the right to call special meetings of New Global; (vi) provide that New Global will not be governed by Section 203 of the DGCL; (vii) provide for the exculpation of officers as permitted by Section 102(b)(7) of the DGCL; (viii) eliminate certain provisions specific to Dune’s status as a blank check company; and (ix) provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of New Global’s stock entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Pursuant to Delaware law and the Current Charter, Dune is required to submit the Charter Proposal to Dune’s stockholders for approval. For additional information, see the section entitled “The Charter Proposal.

Q:     Why is the Company proposing the Stock Issuance Proposal?

A:     We are proposing the Stock Issuance Proposal in order to comply with Nasdaq Listing Rules 5635(a), (b) and (d). Pursuant to the Business Combination, we may require stockholder approval in accordance with the aforementioned Nasdaq Listing Rules as a result of (x) the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the Business Combination, consisting of the issuance of (i) shares of New Global Class A Common Stock, upon exchange of the shares of New Global Class B Common Stock and Holdings Common Units issued to the Sellers pursuant to the terms of the Purchase Agreement in accordance with the Exchange Agreement and (ii) any shares of New Global Common Stock pursuant to subscription agreements we may enter into prior to the Closing, as permitted by the Purchase Agreement, and (y) the issuance of shares of New Global Class B Common Stock to the Sellers in connection with the Business Combination that would represent more than 20% of New Global’s issued and outstanding common stock and result in the Sellers owning more than 20% of the New Global Common Stock, and more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules. We expect that 4,800,000 shares of New Global Common Stock will be issued to Sellers in connection with the Closing, plus any additional shares of New Global Common Stock we may issue pursuant to subscription agreements we may enter into prior to the Closing as permitted by the Purchase Agreement. Since we may issue 20% or more of our outstanding common stock as consideration in the Business Combination, we are required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a), (b) and (d). For more information, please see the section entitled “The Stock Issuance Proposal.”

Q:     Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Yes. Dune engaged Newbridge Securities Corporation (“Newbridge”) to deliver a fairness opinion in connection with the Business Combination. Newbridge delivered to the Dune Board its opinion that to the effect that, as of the date of such opinion and subject to various assumptions made, procedures followed, matters considered,

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limitations on the review undertaken and qualifications, (i) the Original Aggregate Consideration to be paid by Dune to the Sellers pursuant to the Purchase Agreement is fair, from a financial point of view, to Dune and Dune’s unaffiliated public stockholders and (ii) Global Hydrogen has an aggregate fair market value equal to at least 80 percent (80%) of the net assets held in the Trust Account for the benefit of Dune’s public stockholders (excluding taxes payable on the income earned on the Trust Account). For further information, see the section entitled “The Business Combination Proposal — Opinion of Dune’s Financial Advisor” beginning on page 110 of this proxy statement, as well as the written opinion of Newbridge attached as Annex M hereto. Newbridge’s fairness opinion spoke only as of its date and does not take into account the updates to Global Hydrogen’s projections as described in the section entitled “The Business Combination Proposal — Revised Projections.” The Dune Board has not requested that Newbridge provide a new or updated fairness opinion. The 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. See “Risk Factors — Risks Related to Dune and the Business Combination — The fairness opinion obtained by the Dune Board from its financial advisor will not be updated to reflect changes in circumstances between signing the Purchase Agreement and the completion of the Business Combination.”

Q:     What material negative factors did the Board consider in connection with the Business Combination?

A:     Although our Board believes that the Business Combination will provide our stockholders with an opportunity to participate in a combined company with growth potential, market share and a well-known brand, our Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that our stockholders would not approve the Business Combination and the risk that significant numbers of our stockholders would exercise their redemption rights. In addition, during the course of our management’s evaluation of Global Hydrogen’s planned operating business and its public company potential, management conducted detailed due diligence on certain potential challenges. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal,” as well as in the section entitled “Risk Factors.”

Q:     Do I have redemption rights?

A:     If you are a public stockholder, you have the right to request that we redeem all or a portion of your public shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement under the heading “The Special Meeting — Redemption Rights.” Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.”

If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Q:     How do I exercise my redemption rights?

A:     If you are a public stockholder and wish to exercise your right to redeem your public shares, you must:

(i)     (a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to 5:00 p.m., New York City time, on November 27, 2023 (two business days prior to the scheduled vote at the Special Meeting), (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental that we redeem your public shares for cash and (b) deliver your public shares to Continental, physically or electronically through DTC.

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The address of Continental is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so.

Any public stockholder will be entitled to request that their public shares be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of October 30, 2023, this would have amounted to approximately $10.08 per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is November 27, 2023 (two business days prior to the date of the scheduled vote at the Special Meeting), and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to Continental and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that Dune instruct Continental to return the shares to you (physically or electronically). You may make such request by contacting Continental at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Dune’s secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental prior to 5:00 p.m., New York City time, on November 27, 2023 (two business days prior to the scheduled vote at the Special Meeting).

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any Dune warrants that you may hold.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your shares of common stock for or against, or whether you abstain from voting on the Business Combination Proposal or any other proposal described by this proxy statement.

Q:     If I am a holder of units, can I exercise redemption rights with respect to my units?

A:     No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into

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the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, Dune’s transfer agent, directly and instruct them to do so. If you fail to cause your units to be separated and delivered to Continental, Dune’s transfer agent, prior to 5:00 p.m., New York City time, on November 27, 2023 (two business days prior to the scheduled vote at the Special Meeting), you will not be able to exercise your redemption rights with respect to your public shares.

Q:     Is there a limit on the number of shares I may redeem?

A:     Yes. A public stockholder, together with any affiliate of the stockholder or any other person with whom the stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in our IPO without the prior consent of the Company. Accordingly, all shares in excess of 20% owned by a holder will not be redeemed for cash without Dune’s prior consent. On the other hand, a public stockholder who holds less than 20% of the public shares of Dune Class A Common Stock may redeem all of the public shares held by the stockholder for cash.

Q:     Is there a limit on the total number of shares that may be redeemed?

A:     Yes. The Current Charter provides that we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Other than this limitation, the Current Charter does not provide a specified maximum redemption threshold. If adopted and implemented by Dune, the NTA Proposal will remove the requirements from the Current Charter that limit Dune’s ability to redeem shares of Dune Class A Common Stock and consummate an initial business combination if the amount of such redemptions would cause Dune to have less than $5,000,001 in net tangible assets.

Q:     Can Dune’s initial stockholders redeem their founder shares in connection with consummation of the Business Combination?

A:     No. Our Sponsor and our officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the consummation of our business combination.

Q:     How do the public warrants differ from the private placement warrants and what are the related risks for any public warrant holders post business combination?

A:     The public warrants are identical to the private placement warrants in material terms and provisions, except that the private placement warrants (including the Class A Common Stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the Closing (except in limited circumstances). Additionally, the private placement warrants will be non-redeemable by us so long as they are held by our Sponsor or its permitted transferees. If the private placement warrants are held by someone other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by such holders on the same basis as the public warrants. Our Sponsor has agreed not to transfer, assign or sell any of the private placement warrants (including the Class A Common Stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date of the Closing (except in limited circumstances). In addition, the private placement warrants, like the public warrants, will not be exercisable more than five years from the effective date of the registration statement for our IPO in accordance with FINRA rules.

Following the Closing, we may redeem your public warrants prior to their exercise at a time that is disadvantageous to you. We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A Common Stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination as described elsewhere in this proxy statement) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption provided that on the date we give notice of redemption. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day

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redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

Historical trading prices for our Class A Common Stock have varied between a low of approximately $9.46 per share on December 27, 2022 to a high of approximately $12.16 per share on June 15, 2022, but have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the public warrants would become redeemable). In the event that the Company elects to redeem all of the redeemable warrants as described above, the Company will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by us not less than 30 days prior to the redemption date to the registered holders of the public warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in our warrant agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption by our posting of the redemption notice to DTC.

Q:     If I am a Company warrant holder, can I exercise redemption rights with respect to my public warrants?

A:     No. The holders of the public warrants have no redemption rights with respect to the public warrants.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. It is possible that you may be treated as selling your Dune Class A Common Stock for cash and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the number of shares of Dune Class A Common Stock that you own or are deemed to own (including through the ownership of public warrants or private placement warrants or otherwise). In either case, the receipt of cash by a holder of Dune Class A Common Stock in redemption of such stock will be a taxable event for U.S. federal income tax purposes in the case of a U.S. holder (as defined below) and could be a taxable event for U.S. federal income tax purposes in the case of a Non-U.S. holder (as defined below). For a more complete discussion of the U.S. federal income tax considerations of exercising your redemption rights, see “Material U.S. Federal Income Tax Considerations of the Redemptions to Holders of Dune Class A Common Stock.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT WITH AND RELY SOLELY UPON YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:     How does the Dune Board recommend that I vote?

A:     After careful consideration, our Board (other than the Recused Director) has unanimously approved the Business Combination and unanimously recommends that Dune stockholders vote “FOR” each of the proposals to be voted upon at the Special Meeting.

Q:     How do our Sponsor and our other initial stockholders intend to vote their shares of Dune Common Stock?

A:     In connection with our IPO, our Sponsor, officers and directors entered into a Letter Agreement to vote their shares of Dune Common Stock in favor of the Business Combination Proposal, and we also expect them to vote their shares of Dune Common Stock in favor of all other proposals being presented at the Special Meeting.

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In addition, in connection with the signing of the Purchase Agreement, our Sponsor entered into a sponsor agreement, pursuant to which it agreed to, among other things, vote its shares of Dune Common Stock in favor of the proposals being presented at the Special Meeting. As of the date hereof, our Sponsor owns approximately 78.5% of the total outstanding shares of Dune Common Stock. Accordingly, if all of our outstanding shares were to be voted, we would not need any additional affirmative vote of outstanding shares in order to approve the Business Combination Proposal.

Q:     May our Sponsor and our officers and directors purchase public shares or warrants prior to the Special Meeting?

A:     At any time prior to the Special Meeting, during a period when they are not then aware of any material non-public information regarding Dune or its securities, our Sponsor, directors, officers, advisors and/or their affiliates, and Global Hydrogen and/or its affiliates may purchase public shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Business Combination Proposal. In such purchases, the purchase price for the public shares will not exceed the redemption price. In addition, the persons described above will waive redemption rights, if any, with respect to the public shares they acquire in such transactions. However, any public shares acquired by the persons described above would not be voted in connection with the Business Combination Proposal. The purpose of these purchases would be to increase the amount of cash available to Dune for use in the Business Combination. While the exact nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares of Dune Common Stock, including the granting of put options and the transfer to such investors or holders of shares or rights owned by our Sponsor for nominal value.

Entering into any such arrangements may have a depressive effect on public shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Dune will file a Current Report on Form 8-K prior to the Special Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include: (i) the amount of public shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of public shares for which Dune has received redemption requests.

Q:     Who is entitled to vote at the Special Meeting?

A:     Our Board has fixed October 30, 2023 as the record date for the Special Meeting. All holders of record of shares of Dune Common Stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. See the section below entitled “— How can I vote my shares without attending the Special Meeting?” for instructions on how to vote your shares of Dune Common Stock without attending the Special Meeting.

Q:     How many votes do I have?

A:     Each Dune stockholder of record is entitled to one vote for each Dune share held by such holder as of the close of business on the record date. As of the close of business on the record date, there were 5,494,554 outstanding shares of Dune Common Stock.

Q:     What constitutes a quorum for the Special Meeting?

A:     A quorum is the minimum number of stockholders necessary to hold a valid meeting.

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A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding shares of Dune Common Stock as of the record date present in person or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Q:     What vote is required to approve the proposals presented at the Special Meeting?

A:     Approval of the NTA Proposal requires the affirmative vote of holders of at least sixty-five percent (65%) of the issued and outstanding shares of Dune Class A Common Stock as of the record date. Approval of the Charter Proposal requires the affirmative vote of holders of at least a majority of the issued and outstanding shares of Dune Class A Common Stock as of the record date. Accordingly, the failure of a holder of shares of Dune Class A Common Stock to vote by proxy or to vote in person at the Special Meeting, or an abstention (if a valid quorum is established for the meeting), will have the same effect as a vote “AGAINST” the NTA Proposal and the Charter Proposal. Approval of the Charter Proposal is a condition to the approval of the Business Combination. Approval of the Business Combination Proposal, the Governance Proposals, the Incentive Plan Proposal, the Stock Issuance Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock present in person or by proxy at the Special Meeting and entitled to vote thereon.

The election of directors is decided by a plurality of the votes cast by the holders of shares of Dune Class A Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on the election of directors. This means that each of the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Holders of shares of Dune Class A Common Stock may not cumulate their votes with respect to the election of directors.

Q:     What is Global Hydrogen?

A:     Global Hydrogen is a nascent pure-play hydrogen and carbon recovery project developer and industrial gas supplier. Global Hydrogen intends to offer customers reliable, low-carbon and clean hydrogen, pure carbon dioxide, and other gases generated from a variety of feedstocks. Global Hydrogen’s planned 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 projects. Global Hydrogen was founded in 2023 by a team with over a decade of hydrogen experience and several decades of business development, mergers & acquisitions, and capital markets experience. Global Hydrogen is currently a 100% minority-owned business and is targeting both privately- and publicly-funded hydrogen development and selected carbon recovery projects, including projects supported by local-, county-, state-, and national-level governments in North America, Western Europe, and Great Britain.

Global Hydrogen intends to serve traditional industrial gas customers, and is particularly focused on plans to serve the rapidly growing hydrogen-as-energy-carrier market for use in hydrogen fuel-cell powered vehicles. Global Hydrogen’s growth strategy is based on its developing ability to place modular generation, recovery, storage, and dispense solutions in closer geographic proximity to end customers — onsite in many cases — and its developing ability to produce and sell multiple outputs from a single feedstock input. Additionally, governments at all levels in North America and Western Europe have and are deploying substantial incentives to mitigate the impact of climate change and to decarbonize their economies. Global Hydrogen believes it is well-placed to benefit as a developer of projects eligible for several of these 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 (the “IR Act”).

Q:     What will happen to my shares of Dune Common Stock as a result of the Business Combination?

A:     Dune’s units, public shares, and public warrants are currently listed on Nasdaq under the symbols “DUNEU,” “DUNE” and “DUNEW,” respectively. Dune intends to apply for listing on Nasdaq of the New Global Class A Common Stock and warrants, under the proposed symbols “HGAS” and “HGASW,” respectively, to be effective at the consummation of the Business Combination. Dune’s units will not be listed on Nasdaq following consummation of the Business Combination and such units will automatically be separated into their component securities without any action needed to be taken on the part of the holders of such units. Furthermore, at the Closing, (i) each

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outstanding share of Dune Class A Common Stock held by public stockholders will become one share of New Global Class A Common Stock, (ii) each outstanding founder share held by our Sponsor will convert into one share of New Global Class A Common Stock, and (iii) the Sellers will receive shares of New Global Class B Common Stock. Because Dune and New Global are the same legal entity, the common stock and warrants of Dune will be the common stock and warrants of New Global upon completion of the Business Combination.

It is a condition to the consummation of the Business Combination that the shares of New Global Common Stock are approved for listing on Nasdaq (subject only to official notice of issuance thereof and public holder requirements), but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Purchase Agreement.

Q:     Where will the New Global Common Stock be publicly traded?

A:     Assuming the Business Combination is completed, the shares of New Global Common Stock (including the New Global Common Stock issued in connection with the Business Combination) will be listed and traded on Nasdaq under the ticker symbol “HGAS” and the public warrants will be listed and traded on Nasdaq under the ticker symbol “HGASW”.

Q:     What happens if the Business Combination is not completed?

A:     If the Purchase Agreement is not adopted by Dune stockholders or if the Business Combination is not completed for any other reason by the Termination Date, then we will seek to consummate an alternative initial business combination within the Completion Window. If we do not consummate an initial business combination within the Completion Window, we will cease all operations except for the purpose of winding up, redeem our public shares and liquidate the Trust Account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Q:     How do I vote my shares at the Special Meeting?

A:     If you are a holder of record of Dune Common Stock, you may vote in person at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying postage-paid envelope. You may still attend the Special Meeting and vote in person if you have already voted by proxy.

         If your shares of Dune Common Stock are held in “street name” by a broker, bank or other nominee, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. You are also invited to attend the Special Meeting in person. However, if you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you request and obtain a “legal proxy” from your broker, bank or other nominee.

         Stockholders are urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying postage-paid envelope, or to direct their brokers, banks or other nominees on how to vote the shares in their accounts, as applicable.

Q:     How can I vote my shares without attending the Special Meeting?

A:     If you are a stockholder of record of shares of Dune Common Stock as of the close of business on October 30, 2023, the record date, you can vote by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.

Q:     What is a proxy?

A:     A proxy is a legal designation of another person to vote the stock you own. If you are a stockholder of record of shares of Dune Common Stock as of the close of business on the record date, and you vote by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of Dune’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution. These two officers are Carter Glatt and Michael Castaldy.

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Q:     What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:     If your shares of Dune Common Stock are registered directly in your name with Continental you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Direct holders (stockholders of record).    For shares of Dune Common Stock held directly by you, please complete, sign, date and return each proxy card or otherwise follow the voting instructions provided in this proxy statement in order to ensure that all of your shares of Dune Common Stock are voted.

Shares of Dune Common Stock in “street name.”    For shares of Dune Common Stock held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q:     If a Dune stockholder gives a proxy, how will the shares of Dune Common Stock covered by the proxy be voted?

A:     If you provide a proxy by returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your shares of Dune Common Stock in the way that you indicate when providing your proxy in respect of the shares of Dune Common Stock you hold. When completing the proxy card, you may specify whether your shares of Dune Common Stock should be voted “FOR” or “AGAINST,” or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.

Q:     How will my shares of Dune Common Stock be voted if I return a blank proxy?

A:     If you sign, date and return your proxy and do not indicate how you want your shares of Dune Common Stock to be voted, then your shares of Dune Common Stock will be voted “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval of the Governance Proposals, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the election of each of the director nominees to the New Global Board and “FOR” the approval of the Adjournment Proposal.

Q:     Can I change my vote after I have submitted my proxy?

A:     Yes. If you are a stockholder of record of shares of Dune Common Stock as of the close of business on the record date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

        submit a new proxy card bearing a later date;

        give written notice of your revocation to Dune’s Corporate Secretary, which notice must be received by Dune’s Corporate Secretary prior to the vote at the Special Meeting; or

        vote in person at the Special Meeting to be held at 1645 Palm Beach Lakes Boulevard #1200, West Palm Beach, Florida 33401. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:     Where can I find the voting results of the Special Meeting?

A:     The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, we will file the final voting results of our Special Meeting with the SEC in a current report on Form 8-K.

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Q:     Are Dune stockholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?

A:     No. Dune stockholders are not entitled to exercise dissenters’ rights or appraisal rights under Delaware law in connection with the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to public stockholders of Dune Class A Common Stock because it is currently listed on a national securities exchange and such holders are not required to receive any consideration (other than continuing to hold their shares of Dune Class A Common Stock, which will become an equal number of shares of New Global Common Stock after giving effect to the Business Combination). Public stockholders of Dune Class A Common Stock may vote against the Business Combination Proposal or redeem their shares of Dune Common Stock if they are not in favor of the adoption of the Purchase Agreement or the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of founder shares because they have agreed to vote in favor of the Business Combination.

Q:     Are there any risks that I should consider as a Dune stockholder in deciding how to vote or whether to exercise my redemption rights?

A:     Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 26. You also should read and carefully consider the risk factors of Dune and Global Hydrogen contained in the documents that are incorporated by reference herein.

Q:     What happens if I vote against the Business Combination?

A:     If you vote against the Business Combination Proposal, but the Business Combination Proposal still obtains the requisite vote at the Special Meeting, then the Business Combination Proposal will be approved and, assuming the approval of the other Condition Precedent Proposals and the satisfaction or waiver of the other conditions to Closing, the Business Combination will be consummated in accordance with the terms of the Purchase Agreement.

If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of a majority of the votes cast by holders of shares of Dune Class A Common Stock at the Special Meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination.

Q:     What happens if I sell my shares of Dune Common Stock before the Special Meeting?

A:     The record date for Dune stockholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your shares of Dune Common Stock before the record date, you will not be entitled to vote at the Special Meeting. If you transfer your shares of Dune Common Stock after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting but will transfer the right to hold New Global Common Stock to the person to whom you transfer your shares.

Q:     When is the Business Combination expected to be completed?

A:     Subject to the satisfaction or waiver of the Closing conditions described in the section entitled “The Business Combination Proposal — The Purchase Agreement — Conditions to Closing of the Purchase Agreement,” including the adoption of the Purchase Agreement by our stockholders at the Special Meeting, the Business Combination is expected to close in the second half of 2023. However, it is possible that factors outside the control of both us and Global Hydrogen could result in the Business Combination being completed at a later time, or not being completed at all.

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Q:     Who will solicit and pay the cost of soliciting proxies?

A:     Dune has engaged a professional proxy solicitation firm, Morrow Sodali LLC (“Morrow”), to assist in soliciting proxies for the Special Meeting. Dune has agreed to pay Morrow a fee of $15,000, plus disbursements. Dune will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Dune will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. Dune’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     What are the conditions to completion of the Business Combination?

A:     The Closing is subject to certain conditions, including, among other things, (i) no order, statute, rule or regulation enjoining, prohibiting, or making illegal the consummation of the Business Combination, (ii) approval of the Business Combination and related agreements and transactions (as more particularly set forth in the Purchase Agreement) by the stockholders of Dune, (iii) the listing of the New Global’s common stock shall be listed or have been approved for listing on Nasdaq or, to the extent applicable, the New York Stock Exchange (the “NYSE”), and (iv) customary bring-down conditions. For more information, see the section entitled “The Business Combination Proposal.”

Q:     What should I do now?

A:     You should read this proxy statement carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope as soon as possible so that your shares of Dune Common Stock will be voted in accordance with your instructions.

Q:     What happens if I fail to take any action with respect to the Special Meeting?

A:     If you fail to take any action with respect to the Special Meeting and the Business Combination is approved and consummated, you will become an equity holder of New Global. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will remain a stockholder of Dune. However, if you fail to take any action with respect to the Special Meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination, provided you follow the instructions in this proxy statement for redeeming your shares.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:     If I am not going to the Special Meeting, should I return my proxy card instead?

A:     Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement carefully. If you are a stockholder of record of our common stock as of the close of business on the record date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card. Please note that if you are a beneficial owner of our common stock, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and Internet voting may be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

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Q:     What should I do if I receive more than one set of voting materials?

A:     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of Dune Common Stock.

Q:     Whom do I call if I have questions about the Special Meeting or the Business Combination?

A:     If you have questions about the Special Meeting or the Business Combination, or desire additional copies of this proxy statement or additional proxies, you may contact:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200
Banks and brokers can call collect at (203) 658-9400
Email: DUNE.info@investor.morrowsodali.com

You also may obtain additional information about Dune from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to Continental Stock Transfer & Trust Company, Dune’s transfer agent, at the address below prior to 5:00 p.m., New York City time, on November 27, 2023, (two business days prior to the scheduled vote at the Special Meeting). If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: spacredemptions@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information included in this proxy statement and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote with respect to the proposals to be considered and voted on at the Special Meeting.

Information About the Parties to the Business Combination

Dune Acquisition Corporation

700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401
1 (917) 742-1904

Dune Acquisition Corporation is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

Global Hydrogen Energy LLC

99 Wall St., Ste. 436

New York, New York 10005

Global Hydrogen Energy LLC, a Delaware limited liability company, is a nascent pure-play hydrogen and carbon recovery project developer and industrial gas supplier that has commenced initial operations and is building a growing project development pipeline, but has not yet generated any revenue or reached final terms with any paying customers or suppliers.

Global Gas Holdings LLC

c/o Dune Acquisition Corporation
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401
1 (917) 742-1904

Global Gas Holdings LLC is a Delaware limited liability company and direct, wholly-owned subsidiary of Dune Acquisition Corporation, which was formed for the purpose of effecting a Business Combination with Global Hydrogen.

The Business Combination and the Purchase Agreement

The terms and conditions of the Business Combination are contained in the Purchase Agreement, which is attached as Annex A-1 and Annex A-2 to this proxy statement. We encourage you to read the Purchase Agreement carefully and in its entirety, as it is the legal document that governs the Business Combination.

If the Purchase Agreement is approved and adopted and the Business Combination is consummated, (a) Dune will contribute to Holdings all of its assets (excluding its interests in Holdings and the aggregate amount of cash proceeds required to satisfy any redemptions by Dune’s public stockholders), and in exchange therefor, Holdings will issue to Dune a number of Holdings Common Units which will equal the number of total shares of Dune Class A Common Stock, issued and outstanding immediately after the Closing (taking into account any equity financing agreements entered into by Dune between the signing date of the Purchase Agreement and the Closing and giving effect to all Dune Stockholder Redemptions) and (b) immediately after the SPAC Contribution, the Sellers will transfer, convey, assign and deliver all of the Global Hydrogen Units to Holdings in exchange for shares of Dune Class B Common Stock, and Holdings Common Units, as a result of which, (i) each issued and outstanding Global Hydrogen Unit immediately prior to the Combination Transactions will be held by Holdings, (ii) each Seller will

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receive an aggregate number of Holdings Common Units and shares of Dune Class B Common Stock, in each case, equal to the number of Global Hydrogen Units held by such Seller, multiplied by the Company Exchange Ratio, and (iii) Dune will change its name to Global Gas Corporation and New Global will be the publicly traded reporting company in an “Up-C” structure, and its common stock is expected to be listed on Nasdaq under the ticker symbol “HGAS.”

Structure of the Business Combination

The following diagrams illustrate in simplified terms the current structure of Dune and Global Hydrogen and the expected structure of New Global (formerly Dune) upon the Closing.

Simplified Pre-Combination Structure

The following diagram shows a simplified version of the current ownership structure of Dune:

The following diagram shows a simplified version of the current ownership structure of Global Hydrogen:

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Simplified Post-Combination Structure

The following diagram shows a simplified version of the Company’s organizational structure immediately following the consummation of the Business Combination. For more information on the post-combination ownership see “— Ownership of the Company following the Business Combination” below.

Conditions to the Completion of the Business Combination

The Closing of the Business Combination is subject to certain conditions, including, among other things, (i) no order, statute, rule or regulation enjoining, prohibiting, or making illegal the consummation of the Business Combination, (ii) approval of the Business Combination and related agreements and transactions (as more particularly set forth in the Purchase Agreement) by the stockholders of Dune (iii) the listing of the New Global’s common stock shall be listed or have been approved for listing on Nasdaq (or, to the extent applicable, the NYSE); and (iv) customary bring-down conditions. For more information, see the section entitled “The Business Combination Proposal.”

Consideration

In accordance with the terms and subject to the conditions of the Purchase Agreement, at the Closing, the issued and outstanding Global Hydrogen Units of each Seller will be transferred, conveyed, assigned and delivered in exchange for (i) a number of shares of Dune Class B Common Stock equal to the product of (x) the number of Global Hydrogen Units held by such Seller and (y) the Company Exchange Ratio determined by dividing (A) the quotient of $48,000,000 divided by the number of Global Hydrogen Units issued and outstanding immediately prior to the Closing by (B) $10.00 per share and (ii) a number of Holdings Common Units equal to the number of Dune Class B Common Stock to be received by such Seller pursuant to clause (i) hereof.

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination. The first table assumes that none of Dune’s public stockholders exercise their redemption rights. The second table assumes that Dune’s public stockholders exercise their redemption rights with respect to 1,182,054 shares of Dune Class A Common Stock, assuming a redemption price of $10.00 per share, representing the maximum amount of Dune Class A Common

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Stock that can be redeemed. Where actual amounts are not known, the figures below represent our good faith estimate based on the assumptions set forth in the notes to the tables. If the actual facts are different from these assumptions, the below figures will be different.

Estimated Sources and Uses (No Redemption)

(in millions)

   

Sources

 

 

 

Proceeds from Trust Account(1)

 

$

11.92

Shares of Dune Common Stock Issued to Global Hydrogen(2)

 

 

48.00

Existing Cash on Global Hydrogen Balance Sheet(3)

 

 

0

Total Sources

 

$

59.92

Uses

 

 

 

Cash to New Global’s Balance Sheet

 

$

9.92

Shares of Dune Common Stock Issued to Global Hydrogen(2)

 

 

48.00

Estimated Fees and Expenses

 

 

2.00

Total Uses

 

$

59.92

Estimated Sources and Uses (Maximum Redemption)

(in millions)

   

Sources

 

 

 

 

Proceeds from Trust Account(1)

 

$

11.92

 

Shares of Dune Common Stock Issued to Global Hydrogen(2)

 

 

48.00

 

Existing Cash on Global Hydrogen Balance Sheet(3)

 

 

0

 

Total Sources

 

$

59.92

 

Uses

 

 

 

 

Cash to New Global’s Balance Sheet

 

$

0

 

Shares of Dune Common Stock Issued to Global Hydrogen(2)

 

 

48.00

 

Estimated Fees and Expenses

 

 

2.00

 

Redemptions by Public Stockholders(4)

 

 

11.92

 

Accounts Payable

 

 

(2.00

)

Total Uses

 

$

59.92

 

____________

(1)      Calculated as of October 30, 2023 assuming a Closing as of October 30, 2023.

(2)      New Global Common Stock to be issued at a deemed value of $10.00 per share.

(3)      Based on June 30, 2023 Global Hydrogen balance sheet.

(4)      Assumes that the maximum number of shares of Dune Class A Common Stock can be redeemed are redeemed.

Ownership of the Company following the Business Combination

As of June 30, 2023, there were 5,494,554 shares of Dune Common Stock outstanding, which includes the 1,182,054 public shares of Dune Class A Common Stock and 4,312,500 founder shares. As of June 30, 2023, there were outstanding warrants to purchase an aggregate of 13,475,000 shares of Dune Class A Common Stock, which includes 4,850,000 private placement warrants held by the Sponsor and 8,625,000 public warrants. Therefore, as of June 30, 2023 (without giving effect to the Business Combination), Dune’s fully diluted share capital would be 18,969,554 shares of Dune Common Stock.

Upon completion of the Business Combination, it is anticipated that:

        Assuming No Redemption:    This presentation assumes that no public stockholders exercise redemption rights with respect to their public shares.

        our public stockholders will own approximately 11.5% of the outstanding New Global Common Stock;

        the Sellers will own approximately 46.6% of the outstanding New Global Common Stock; and

        our Sponsor will own approximately 41.9% of the outstanding New Global Common Stock.

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        Assuming 25% Redemption:    This presentation assumes that 25% of the public stockholders exercise redemption rights with respect to their public shares. This scenario assumes that 295,514 public shares are redeemed for an aggregate redemption payment of approximately $2,955,140, based on $11,963,187 in the Trust Account (including interest earned) and 1,182,054 public shares outstanding as of June 30, 2023.

        our public stockholders will own approximately 8.9% of the outstanding New Global Common Stock;

        the Sellers will own approximately 48.0% of the outstanding New Global Common Stock; and

        our Sponsor will own approximately 43.1% of the outstanding New Global Common Stock.

        Assuming 50% Redemption Condition:    This presentation assumes that 50% of the public stockholders exercise redemption rights with respect to their public shares. This scenario assumes that 591,027 public shares are redeemed for an aggregate redemption payment of approximately $5,910,270, based on $11,963,187 in the Trust Account (including interest earned) and 1,182,054 public shares outstanding as of June 30, 2023.

        our public stockholders will own approximately 6.1% of the outstanding New Global Common Stock;

        the Sellers will own approximately 49.5% of the outstanding New Global Common Stock; and

        our Sponsor will own approximately 44.4% of the outstanding New Global Common Stock.

        Assuming Maximum Redemption:    This presentation assumes that 1,182,054 public shares are redeemed for an aggregate redemption payment of approximately $11,820,540, based on $11,963,187 in the Trust Account (including interest earned) and 1,182,054 public shares outstanding as of June 30, 2023.

        our public stockholders will own 0% of the outstanding New Global Common Stock;

        the Sellers will own approximately 52.7% of the outstanding New Global Common Stock; and

        our Sponsor will own approximately 47.3% of the outstanding New Global Common Stock.

These levels of ownership interest (i) assume that no public shares are elected to be redeemed in connection with the Business Combination, (ii) assume no exercise of any warrants to purchase Dune Class A Common Stock that will remain outstanding immediately following the Business Combination and (iii) exclude the issuance of any shares underlying New Global options or other equity awards that will be held by equity holders of Global Hydrogen following completion of the Business Combination. If the actual facts are different from these assumptions, the above levels of ownership interest will be different.

The following table illustrates varying ownership levels in New Global (as a percentage of outstanding common stock) immediately following the consummation of the Business Combination based on the assumptions above plus a “maximum redemption” scenario, which assumes the maximum number of public shares of Dune Class A Common Stock are redeemed such that no remaining funds will be held in the Trust Account after the payment of the redeeming shares’ pro-rata allocation and assuming no other available cash of Dune, including any potential financing conducted by Dune as permitted under the Purchase Agreement or any net proceeds obtained by Global Hydrogen as a result of any debt financing arrangements that remain outstanding following the Closing.

 

Assuming No Redemptions of Public Shares

 

Assuming 25% Redemptions of Public Shares(1)

 

Assuming 50% Redemptions of Public Shares(2)

 

Assuming Maximum Redemptions of Public Shares(3)

Dune public stockholders

 

11.5

%

 

8.9

%

 

6.1

%

 

%

Dune Acquisition Holdings LLC

 

41.9

%

 

43.1

%

 

44.4

%

 

47.3

%

Sellers

 

46.6

%

 

48.0

%

 

49.5

%

 

52.7

%

   

100.0

%

 

100.0

%

 

100.0

%

 

100.0

%

____________

(1)      Assumes that holders of 295,514 public shares exercise their redemption rights in connection with the Business Combination at a redemption price of $10.00 per share.

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(2)      Assumes that holders of 591,027 public shares exercise their redemption rights in connection with the Business Combination at a redemption price of $10.00 per share.

(3)      Assumes that holders of 1,182,054 public shares exercise their redemption rights in connection with the Business Combination at a redemption price of $10.00 per share, which is the maximum number of public shares that may be redeemed by public stockholders assuming approval of the NTA Proposal.

Based on the $48.0 million equity value ascribed to Global Hydrogen under the Purchase Agreement, the aggregate and per-share implied valuations of the approximate 11.5% equity stake of Dune’s public stockholders in New Global after the Business Combination, assuming no further redemptions of public shares, would be approximately $5.5 million and approximately $4.67 per share, respectively. Based on the $99.2 million implied equity value for Global Hydrogen indicated by the comparable public company analysis prepared by Newbridge in connection with its fairness opinion, the aggregate and per-share implied valuations of the approximate 11.5% equity stake of Dune’s public stockholders in New Global after the Business Combination, assuming no further redemptions of public shares, would be approximately $11.4 million and approximately $9.65 per share, respectively. Based on the $114.5 million valuation for Global Hydrogen indicated by the DCF Analysis (as defined below) prepared by Newbridge in connection with its fairness opinion, the aggregate and per-share implied valuations of the approximate 11.5% equity stake of Dune’s public stockholders in New Global immediately after the Business Combination, assuming no further redemptions of public shares, would be approximately $13.2 million and approximately $11.14 per share, respectively.

Based on the $48.0 million equity value ascribed to Global Hydrogen under the Purchase Agreement, the aggregate and per-share implied valuations of the approximate 8.9% equity stake of Dune’s public stockholders in New Global after the Business Combination, assuming 25% redemptions of public shares, would be approximately $4.3 million and approximately $4.82 per share, respectively. Based on the $99.2 million implied equity value for Global Hydrogen indicated by the comparable public company analysis prepared by Newbridge in connection with its fairness opinion, the aggregate and per-share implied valuations of the approximate 8.9% equity stake of Dune’s public stockholders in New Global after the Business Combination, assuming 25% redemptions of public shares, would be approximately $8.8 million and approximately $9.96 per share, respectively. Based on the $114.5 million valuation for Global Hydrogen indicated by the DCF Analysis prepared by Newbridge in connection with its fairness opinion, the aggregate and per-share implied valuations of the approximate 8.9% equity stake of Dune’s public stockholders in New Global immediately after the Business Combination, assuming 25% redemptions of public shares, would be approximately $10.2 million and approximately $11.49 per share, respectively.

Based on the $48.0 million equity value ascribed to Global Hydrogen under the Purchase Agreement, the aggregate and per-share implied valuations of the approximate 6.1% equity stake of Dune’s public stockholders in New Global after the Business Combination, assuming 50% redemptions of public shares, would be approximately $2.9 million and approximately $4.95 per share, respectively. Based on the $99.2 million implied equity value for Global Hydrogen indicated by the comparable public company analysis prepared by Newbridge in connection with its fairness opinion, the aggregate and per-share implied valuations of the approximate 6.1% equity stake of Dune’s public stockholders in New Global after the Business Combination, assuming 50% redemptions of public shares, would be approximately $6.1 million and approximately $10.24 per share, respectively. Based on the $114.5 million valuation for Global Hydrogen indicated by the DCF Analysis prepared by Newbridge in connection with its fairness opinion, the aggregate and per-share implied valuations of the approximate 6.1% equity stake of Dune’s public stockholders in New Global immediately after the Business Combination, assuming 50% redemptions of public shares, would be approximately $7.0 million and approximately $11.82 per share, respectively.

Assuming maximum redemptions of public shares, Dune’s public stockholders would not have an equity stake in New Global after the Business Combination, which results in an aggregate and per-share implied valuation of $0.00 based on each of the $48.0 million equity value ascribed to Global Hydrogen under the Purchase Agreement, the $99.2 million implied equity value for Global Hydrogen indicated by the comparable public company analysis prepared by Newbridge in connection with its fairness opinion and the $114.5 million valuation for Global Hydrogen indicated by the DCF Analysis prepared by Newbridge in connection with its fairness opinion.

The percentages set forth above do not take into account (a) public warrants and private placement warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing 30 days after the Closing) or (b) the issuance of any shares underlying New Global options or other equity awards that will be held by equity holders of Global Hydrogen following completion of the Business Combination.

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If each such warrants were exercisable and exercised following the completion of the Business Combination, then ownership of New Global would be as follows (assuming the same number of public shares are redeemed as described in the footnotes to the table immediately above):

 

Assuming No Redemptions of Public Shares

 

Assuming 25% Redemptions of Public Shares

 

Assuming 50% Redemptions of Public Shares

 

Assuming Maximum Redemptions of Public Shares

Dune public stockholders

 

41.3

%

 

40.5

%

 

39.8

%

 

38.2

%