November 19, 2024

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

        Re: Dune Acquisition Corporation II
            Draft Registration Statement on Form S-1
            Submitted October 23, 2024
            CIK No. 0002041047
Dear Carter Glatt:

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

       Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

      After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted October 23, 2024
General

1.     Regarding your disclosure of the expressions of interest by the
non-managing
       sponsor investors to indirectly purchase private placement warrants by
purchasing
       sponsor membership units, please revise to add clarifying disclosure to
directly
       compare the percentage of such private warrants that may be purchased to
the
       percentage of private warrants to be held by the sponsor following the
offering (and,
       as applicable, after taking into effect the purchase of membership
interests in your
       sponsor by the independent directors, as you disclose on page 2). Please
also revise to
       disclose the nominal purchase price to be paid by them for the founder
shares.
2.     Where you discuss the non-managing sponsor investors' expression of
interest,
       please revise to clarify whether their potential purchase of units in
the offering is
 November 19, 2024
Page 2

      conditioned on their potential indirect purchase of private placement
warrants and
      founder shares in a private placement, or vice versa. In this regard, we
note your
      disclosure that the non-managing sponsor investors will potentially have
different
      interests than your other public shareholders in approving your initial
business
      combination and otherwise exercising their rights as public shareholders
because of
      their indirect ownership of founder shares.
3.    As applicable, please revise to describe the experience of Mr. Castaldy
in organizing
      special purpose acquisition companies and the extent to which he is
involved in other
      special purpose acquisition companies. In this regard, we note your
statement on page
      7 and elsewhere that Mr. Castaldy structured numerous SPAC IPOs and
business
      combinations. See Item 1603(a)(3) of Regulation S-K.
Cover Page

4.    Please state whether the redemptions will be subject to any limitations,
such as for
      shareholders holding 20% or more of the shares sold in the offering. See
Item
      1602(a)(2) of Regulation S-K. Also disclose the "certain conditions as
further
      described herein" relating to the redemptions or provide a
cross-reference to the
      detailed disclosure in the prospectus.
5.    Please expand your discussion of the non-managing sponsor investors to
disclose
      the different interests they may have. In this regard, we note your
statement on page
      68 that they will potentially have different interests. Please also
revise to clarify the
      maximum percentage of the offering, in the aggregate, that could be
purchased by
      these investors.
6.    Please revise to describe in more detail the "permitted withdrawals" from
the trust
      account.
Summary, page 1

7.    Please revise to describe any plans to seek additional financings and how
the terms of
      additional financings may impact unaffiliated security holders, as
required by Item
      1602(b)(5) of Regulation S-K. In this regard, we note your disclosures
that you intend
      to effectuate your initial business combination using cash from, among
other sources,
      the proceeds of the sale of your shares pursuant to forward purchase
agreements or
      backstop agreements, that you may raise funds through the issuance of
equity-linked
      securities or through loans, and that you intend to target an initial
business
      combination with enterprise values that are greater than you could
acquire with the net
      proceeds of this offering and the sale of the private placement warrants.
8.    Please revise here, and elsewhere as appropriate, to more fully discuss
the non-
      managing sponsor investors' expressions of interest. In this regard, we
note your
      cross-reference on the cover page to a discussion of certain additional
arrangements
      with the non-managing sponsor investors in the Summary section. However,
we are
      unable to locate such discussion.
Our Sponsor, page 2

9.    We refer to your page 6 disclosure regarding transfers of equity
interests in the
      sponsor or its direct or indirect parent entities. Please revise to
clarify, as you suggest
 November 19, 2024
Page 3

       on pages 23 and 159-160, whether transfers of equity interests in the
sponsor or its
       direct or indirect parent entities are subject to the transfer
restrictions included in the
       letter agreement.
Our Management and Board of Directors, page 7

10.    Where you discuss the business combination Dune I consummated with
Global Gas,
       please expand to briefly describe the material terms of the transaction.
Ability to extend time to complete business combination, page 28

11.    Please expand to disclose whether there are any limitations on
extensions of time
       to complete an initial business combination, including the number of
times you may
       seek to extend. See Item 1602(b)(4) of Regulation S-K.
Summary of Risk Factors, page 46

12.    Please expand your summary risk factors to highlight the risks related
to the
       ownership by the non-managing sponsor investors and the resulting
consequences, as
       you explain on page 84.
Risk Factors
We may issue additional Class A ordinary shares or preference shares . . .,
page 64

13.    We note your disclosure that you may issue additional ordinary or
preference shares
       to complete your initial business combination. Please expand your
disclosures to
       clearly disclose the impact to you and investors, including that the
arrangements result
       in costs particular to the de-SPAC process that would not be anticipated
in a
       traditional IPO. If true, disclose that the agreements are intended to
ensure a return on
       investment to the investor in return for funds facilitating the sponsor
 s completion of
       the business combination or providing sufficient liquidity.
Risks Relating to Our Management Team, page 81

14.    We note the disclosure on page 6 and elsewhere that in order to
facilitate your
       initial business combination or for any other reason determined by your
sponsor in its
       sole discretion, your sponsor may surrender or forfeit, transfer or
exchange your
       founder shares, private placement warrants or any of your other
securities, including
       for no consideration, or otherwise amend the terms of any such
securities or enter into
       any other arrangements with respect to any such securities. Please add
risk factor
       disclosure about risks that may arise from the sponsor having the
ability to remove
       itself as your sponsor before identifying a business combination,
including through the
       unconditional ability to transfer the founder shares or otherwise.
Address the
       consequences of such removal to the company's ability to consummate an
initial
       business combination, including that any replacement sponsor could have
difficulty
       finding a target.
Management, page 148

15.    Please revise to ensure you have disclosed the business experience
during the past
       five years of each director, executive officer, and each person
nominated or chosen to
       become a director. For instance, please ensure you have described the
experience for
 November 19, 2024
Page 4

       each individual for the past five years. See Item 401(e) of Regulation
S-K.
Principal Shareholders, page 158

16.    Please revise the narrative disclosure preceding the table to disclose
the percentage of
       your public units that may be purchased by the non-managing sponsor
investors.
       Please contact Jeffrey Lewis at 202-551-6216 or Mark Rakip at
202-551-3573 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any
other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Real
Estate & Construction
cc:   Ari Edelman, Esq.