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

___________________

SCHEDULE 14A

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

Check the appropriate box:

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):

The information in this preliminary proxy statement is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT
DATED June 5, 2023, SUBJECT TO COMPLETION

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 in lieu of the 2023 annual meeting of the stockholders (the “Special Meeting”) of Dune Acquisition Corporation (“we,” “us,” “our,” “Dune” or the “Company”) to be held on            , 2023 at            , New York City time. After careful consideration, the Company has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation. You or your proxyholder will be able to attend and vote at the Special Meeting online by visiting            and using a control number assigned by Continental Stock Transfer & Trust Company (“Continental”). To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement.

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 (the “Purchase Agreement”), dated May 14, 2023, by and among Dune, Global Gas Holdings LLC, a Delaware 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.

(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 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 (the “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.

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.

Only holders of record of shares of Dune Class A Common Stock and Dune Class B Common Stock at the close of business on            , 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 electronically during the Special Meeting at            .

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 23 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

ii.      prior to            , New York City time, on            , 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            , 2023, this would have amounted to approximately $            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 Common Stock as of the record date, voting as a single class. Approval of the Charter Proposal requires the affirmative vote of holders of (i) at least a majority of the issued and outstanding shares of Dune Common Stock as of the record date, voting as a single class, (ii) at least a majority of the issued and outstanding shares of Dune Class A Common Stock as of the record date, voting as a separate class, and (iii) at least a majority of the issued and outstanding shares of Dune Class B Common Stock as of the record date, voting as a separate class. Accordingly, a Dune stockholder’s failure 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. 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 and Dune Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. 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 and Dune Class B Common Stock cast by the Company’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon, voting as a single class.

In connection with the signing of the Purchase Agreement, our sponsor, Dune Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) entered into the Sponsor Agreement, dated as of May 14, 2023, by and among Dune, Holdings, the Sponsor and Global Hydrogen (the “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.

All of our stockholders are cordially invited to attend the Special Meeting which will be held in virtual format. You will not be able to physically attend the Special Meeting. 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 at the Special Meeting electronically by visiting            . 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 electronically, obtain a 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.

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            , 2023 and is first being mailed to our stockholders on or about            , 2023.

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

TO THE STOCKHOLDERS OF DUNE ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2023 annual meeting of the stockholders (the “Special Meeting”) of Dune Acquisition Corporation (“we,” “us,” “Dune” or the “Company”), will be held on            , 2023 at            , New York City time. After careful consideration, the Company has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation. You or your proxyholder will be able to attend and vote at the Special Meeting online by visiting            and using a control number assigned by Continental Stock Transfer & Trust Company (“Continental”). To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement.

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 (the “Purchase Agreement”), dated May 14, 2023, by and among Dune, Global Gas Holdings LLC, a Delaware 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.

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 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.

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 (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, 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 (662/3%) of the voting power of all of the then-outstanding shares of voting stock of New Global;

(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);

(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 (the “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.

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.

Only holders of record of shares of Dune Class A Common Stock and Dune Class B Common Stock at the close of business on            , 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 electronically during the Special Meeting at            .

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.

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

(ii)    prior to            , New York City time, on            , 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            , 2023, this would have amounted to approximately $            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), 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 Common Stock as of the record date, voting as a single class. Approval of the Charter Proposal requires the affirmative vote of holders of (i) at least a majority of the issued and outstanding shares of Dune Common Stock as of the record date, voting as a single class, (ii) at least a majority of the issued and outstanding shares of Dune Class A Common Stock as of the record date, voting as a separate class, and (iii) at least a majority of the issued and outstanding shares of Dune Class B Common Stock as of the record date, voting as a separate class. Accordingly, a Dune stockholder’s failure 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. Approval of the Business Combination Proposal, the Governance Proposals, the Stock Issuance Proposal, the Incentive Plan 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 and Dune Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. 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 and Dune Class B Common Stock cast by the Company’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon, voting as a single class.

All of our stockholders are cordially invited to attend the Special Meeting which will be held in virtual format. You will not be able to physically attend the Special Meeting. 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 at the Special Meeting electronically by visiting            . 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 electronically, obtain a proxy from your broker or bank.

Table of Contents

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.

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 Company 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.

“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.

“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.

“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 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 the aggregate of 4,312,500 shares of Dune Class B Common Stock issued prior to Dune’s IPO and held by the Sponsor.

“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.

“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.

“Lock-Up Agreement” means that certain Lock-Up 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.

“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.

“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.

“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 Unit Purchase Agreement, dated May 14, 2023, by and among Dune, Holdings, Global Hydrogen and the Sellers.

“record date” means            , 2023.

“Recused Director” means William Bennett Nance, Jr.

“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.

“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.

“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 5,750,000 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.

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. 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 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, 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 and developments

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. 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 operates 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 operates, 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.

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            , 2023, at            , New York City time, in virtual format at            . After careful consideration, our Board has determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting            . To participate in the virtual meeting, you will need a 12-digit control number assigned by Continental. The meeting webcast will begin promptly at            , New York City time. We encourage you to access the meeting prior to the start time and you should allow ample time for the check-in procedures. Because the Special Meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

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 (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 (662/3%) of the voting power of all of the then-outstanding shares of voting stock of New Global;

(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;

(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.

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 $0.161, respectively. On            ,            , 2023, the trading date immediately prior to the date of this proxy statement, Dune’s units, public shares and warrants closed at $            , $            and $            , 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, the amount of New Global Class A Common Stock outstanding will increase by approximately 364.8% to 5,494,554 shares of New Global Class A Common Stock (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 by approximately 33.3% to approximately 5,750,000 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.

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?

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?

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 and Dune Class B 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            , 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 Dune stockholders 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

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 and Dune Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. 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 Common Stock as of the record date, voting as a single class. Accordingly, a Dune stockholder’s failure 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 (i) at least a majority of the issued and outstanding shares of Dune Common Stock as of the record date, voting as a single class, (ii) at least a majority of the issued and outstanding shares of Dune Class A Common Stock as of the record date, voting as a separate class, and (iii) at least a majority of the issued and outstanding shares of Dune Class B Common Stock as of the record date, voting as a separate class. Accordingly, a Dune stockholder’s failure 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 and Dune Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. 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 and Dune Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. 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 and Dune Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Abstentions and broker non-votes have no effect on the Stock Issuance Proposal.

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 and Dune Class B Common Stock cast by the Company’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon, voting as a single class. 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. Dune stockholders 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 Dune stockholders present in person (which would include presence at the virtual Special Meeting) 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 $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.

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 ownership interests in New Global will be as set forth in the table below.

The 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 March 31, 2023, assuming consummation of the Business Combination, which results in an assumed number of 5,750,000 shares of New Global Common Stock being issued pursuant to the Purchase Agreement and an assumed aggregate number of 11,244,554 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.”

____________

(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.

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. 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):

____________

(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?

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 $            based upon the closing per-share price of $            on Nasdaq on            , 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 $            based upon the closing per-warrant price of $            on Nasdaq on            , 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 $            based upon closing prices on Nasdaq on            , 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 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.

•        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            , the total aggregate amount of out-of-pocket expenses expected to be repaid by Dune upon consummation of the Business Combination is $            .

•        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 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 initial public offering, 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 Class A Common Stock 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 March 31, 2023, there were investments and cash held in the Trust Account of $11,855,267. 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 48.9% of the Holdings Common Units, assuming no redemptions of shares of Dune Class A Common Stock.

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.

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.

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 5,750,000 shares of New Global Common Stock to Global Hydrogen equity holders.

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 or will 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.”

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 5,750,000 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, limitations on the review undertaken and qualifications, (i) the 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 titled “The Business Combination Proposal — Opinion of Dune’s Financial Advisor” beginning on page 98 of this proxy statement, as well as the written opinion of Newbridge attached as Annex M hereto.

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 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            , New York City time, on            , 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.

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            , this would have amounted to approximately $            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            , 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            , New York City time, on            , 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

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            , New York City time, on            , 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

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 $            per share on            to a high of approximately $            per share on            , 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. 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 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. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals presented for approval at the Special Meeting are approved. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination in a way that may not otherwise have been possible. 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.

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

A:     Our Board has fixed            , 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            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.

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 (which would include presence at the virtual Special Meeting) 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 Common Stock as of the record date, voting as a single class. Approval of the Charter Proposal requires the affirmative vote of holders of (i) at least a majority of the issued and outstanding shares of Dune Common Stock as of the record date, voting as a single class, (ii) at least a majority of the issued and outstanding shares of Dune Class A Common Stock as of the record date, voting as a separate class, and (iii) at least a majority of the issued and outstanding shares of Dune Class B Common Stock as of the record date, voting as a separate class. Accordingly, a Dune stockholder’s failure 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. 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 and Dune Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class.

The election of directors is decided by a plurality of the votes cast by the stockholders present in person (which would include presence at the virtual Special Meeting) 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. Dune stockholders 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 serves 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 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 outstanding share of Dune Class A Common Stock will become one share of New Global

Class A Common Stock, (ii) each outstanding share of Dune Class B Common Stock held by our Sponsor (the “founder shares”) 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 can I attend and vote my shares at the Special Meeting?

A:     Shares of Dune Common Stock held directly in your name as the stockholder of record of such shares of Dune Common Stock as of the close of business on            , 2023, the record date, may be voted electronically at the Special Meeting. If you choose to attend the Special Meeting, you will need to visit            and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following instructions available on the meeting website during the meeting. If your shares are held in “street name” by a broker, bank or other nominee and you wish to attend and vote at the Special Meeting, you will not be permitted to attend and vote electronically at the Special Meeting unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting.

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            , 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 phone, by Internet or 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.

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 cast your vote by telephone or Internet as provided on 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 electronically at the Special Meeting by visiting            and entering the control number found on your proxy card, voting instruction form or notice you previously received. 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.

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 holders 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). Holders 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 Dune Class B Common Stock 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 23. 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 our stockholders 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 — 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.

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

A:     Dune has engaged a professional proxy solicitation firm, 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 or submit your voting instructions by telephone or via the Internet 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.

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            , New York City time, on            , 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

RISK FACTORS

The following risk factors will apply to our business and operations following the completion of the Business Combination. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of Global Hydrogen and our business, prospects, financial condition and operating results following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your shares of Dune Common Stock. The following discussion should be read in conjunction with our financial statements and the consolidated financial statements of Global Hydrogen and notes to the consolidated financial statements included herein.

Risks Related to Global Hydrogen

Unless the context otherwise requires, references in this subsection “— Risks Related to Global Hydrogen” to “we,” “us,” “our” and “the Company” generally refer to Global Hydrogen in the present tense or New Global from and after the Business Combination.

Risks Related to Global Hydrogen’s Business and Industry

Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment.

You must consider the risks and difficulties we face as an early stage company with a limited operating history. If we do not successfully address these risks, our business, prospects, operating results and financial condition will be materially and adversely harmed. We have a very limited operating history on which investors can base an evaluation of our business, operating results and prospects. There are no assurances that we will be able to secure future business with potential customers. As an early stage company, it is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. In the event that actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position could be materially affected. The projected financial information appearing elsewhere in this proxy statement has been prepared by management and reflects current estimates of future performance. The projected results depend on the successful implementation of management’s growth strategies and are based on assumptions and events over which we have only partial or no control, including, but not limited to, adverse economic conditions, regulatory developments, our ability to finance our contemplated operations, difficulties in engineering, delays in designs or materials provided by the customer or a third party, equipment and materials delivery delays, schedule changes, customer scope changes, delays related to obtaining regulatory permits and rights-of-way, inability to find adequate sources of labor in the locations where we are building new plants, weather-related delays, delays by customers’ contractors in completing their portion of a project, technical or transportation difficulties, cost overruns, supply difficulties, geopolitical risks and other factors. The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to the effects of economic, business, competitive, regulatory, legislative, and political or other changes.

Our success depends on our ability to obtain customers and implement our business strategy.

We currently do not have any customers and have not generated any revenue. If we fail to implement our business strategy, our financial condition and results of operations could be adversely affected. Our future financial performance and success depend in large part on our ability to successfully implement our business strategy. We cannot assure you that we will be able to successfully implement our business strategy or be able to improve our operating results. In particular, we cannot assure you that we will successfully negotiate and sign contracts with customers and suppliers nor can we assure you that we will be able to successfully execute our contracts if signed. Implementation of our business strategy may be impacted by factors outside of our control, including competition, commodity price fluctuations, industry, legal and regulatory changes or developments and general economic and political conditions. Any failure to successfully implement our business strategy could adversely affect our financial condition and results of operations. We may, in addition, decide to alter or discontinue certain aspects of our business strategy at any time.

Our business model has yet to be tested and any failure to commercialize our strategic plans would have an adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resources.

Investors should be aware of the difficulties normally encountered by a new enterprise, many of which are beyond our control, including substantial risks and expenses in the course of establishing or entering new markets, organizing operations and undertaking marketing activities. The likelihood of our success must be considered in light of these risks, expenses, complications, delays and the competitive environment in which we operate. There is, therefore, nothing at this time upon which to base an assumption that our business plan will prove successful, and we may not be able to generate significant revenue, raise additional capital or operate profitably. We will continue to encounter risks and difficulties frequently experienced by early commercial stage companies, including scaling up our infrastructure and headcount, and may encounter unforeseen expenses, difficulties or delays in connection with our growth. In addition, as a result of the capital-intensive nature of our business, we can be expected to continue to sustain substantial operating expenses without generating sufficient revenues to cover expenditures. Any investment in our company is therefore highly speculative and could result in the loss of your entire investment.

Risks related to the approval, execution, and operation of our future projects may adversely affect our operations or financial results.

Much of our future business involves challenging engineering, procurement and construction phases that may last several years and involve the investment of millions of dollars. These projects may be technically complex, are often reliant on significant interaction with government authorities and face significant financing, development, operational and reputational risks. These projects may also be subject to complex government approvals, as well as legal or regulatory challenges by government authorities or third parties. Delays in receiving required approvals or related to litigation could require us to delay or abandon certain projects, which may result in the incurrence of additional expense, the loss of invested proceeds, and reputational damage.

We may encounter difficulties in engineering, delays in designs or materials provided by the customer or a third party, equipment and materials delivery delays, schedule changes, customer scope changes, delays related to obtaining regulatory permits and rights-of-way, inability to find adequate sources of labor in the locations where we are building new plants, weather-related delays, delays by customers’ contractors in completing their portion of a project, technical or transportation difficulties, cost overruns, supply difficulties, financial difficulties suffered by our subcontractors or suppliers, geopolitical risks and other factors, many of which are beyond our control, that may impact our ability to complete a project within the original delivery schedule. In some cases, delays and additional costs may be substantial, and we may be required to cancel a project and/or compensate the customer for the delay. We may not be able to recover any of these costs. In addition, in some cases we may seek financing for large projects and face market risk associated with the availability and terms of such financing. These financing arrangements may require that we comply with certain performance requirements which, if not met, could result in default and restructuring costs or other losses. All of these factors could also negatively impact our reputation or relationships with our customers, suppliers and other third parties, any of which could adversely affect our ability to secure new projects in the future.

The future operation of our facilities inherently entails hazards that require continuous oversight and control, such as pipeline leaks and ruptures, fire, explosions, toxic releases, mechanical failures, vehicle accidents, or cyber incidents. If operational risks materialize, they could result in loss of life, damage to the environment, or loss of production, all of which could negatively impact our ongoing operations, reputation, financial results, and cash flows. In addition, our operating results are dependent on the continued operation of our production facilities and our ability to meet customer requirements, which depend, in part, on our ability to properly maintain and replace aging assets.

Global Hydrogen’s management has limited experience in operating a public company.

Global Hydrogen’s management has limited experience in the management of a publicly traded company. Global Hydrogen’s management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the post-combination company. Global Hydrogen may not have adequate personnel with the appropriate level of knowledge, experience and training in

the accounting policies, practices or internal control over financial reporting required of public companies in the U.S. Any fault in Global Hydrogen’s finance and accounting systems could impact its ability or prevent it from timely reporting its operating results, timely filing required reports with the SEC and complying with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The development and implementation of the standards and controls necessary for Global Hydrogen to achieve the level of accounting standards required of a public company in the U.S. may require costs greater than expected. It is possible that Global Hydrogen will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods. Global Hydrogen intends to upgrade to an enterprise finance and accounting system during 2023.

We may have difficulty managing growth in our business, which could have a material adverse effect on our business, financial condition and results of operations and our ability to execute its business plan in a timely fashion.

Because of our small size, growth in accordance with our business plans, if achieved, will place a significant strain on our financial, technical, operational and management resources. If we expand our activities, developments and production, and increase the number of projects we are evaluating or in which we participate, there will be additional demands on our financial, technical and management resources. The failure to continue to upgrade our technical, administrative, operating and financial control systems or the occurrence of unexpected expansion difficulties could have a material adverse effect on our business, financial condition and results of operations and our ability to execute our business plan in a timely fashion.

An increase in energy costs, including as a result of the ongoing conflict between Russia and Ukraine, may materially adversely affect our business, financial condition, and results of operations.

Our results of operations may be affected by volatility in the cost and availability of energy, which is subject to global supply and demand and other factors beyond our control. The ongoing conflict between Russia and Ukraine has impacted global energy markets, particularly in Europe, leading to high volatility and increasing prices for crude oil, natural gas and other energy supplies. Higher energy costs may result in increases in operating expenses at our potential manufacturing facilities, in the expense of shipping materials to our potential facilities, and in the expense of operating certain of our potential projects for which we may procure natural gas, all of which may in turn adversely affect our business, financial condition, and results of operations.

Our potential international operations will be subject to the risks of doing business abroad and international events and circumstances may adversely impact our business, financial condition or results of operations.

We may develop international operations which are subject to risks including devaluations in currency exchange rates, transportation delays and interruptions, political and economic instability and disruptions, restrictions on the transfer of funds, trade conflicts and the imposition of duties and tariffs, import and export controls, changes in governmental policies, labor unrest, possible nationalization and/or expropriation of assets, changes in U.S. and non-U.S. tax policies and compliance with governmental regulations. These events could have an adverse effect on our potential international operations in the future by reducing the demand for our products, decreasing the prices at which we can sell our products, reducing the revenue from potential international operations or otherwise having an adverse effect on our business.

Our strategy to outsource various elements of the products and services we sell may subject us to the business risks of our suppliers and subcontractors, which could have a material adverse impact on our operations.

In areas where we will depend on third-party suppliers and subcontractors for outsourced equipment, products, components or services, we will be subject to the risk of customer dissatisfaction with the quality or performance of the equipment, products or services we sell due to supplier or subcontractor failure. Suppliers and subcontractors may not have the same incentives we do and may not allocate adequate or sufficient time and/or resources for performing services for us. In addition, business difficulties experienced by a third-party supplier or subcontractor could lead to the interruption of our ability to obtain outsourced equipment, products or services and ultimately our inability to supply equipment, products or services to our customers. Third-party supplier and subcontractor business interruptions may include, but are not limited to, work stoppages, union negotiations and other labor disputes. Current or future economic conditions could also impact the ability of suppliers and subcontractors to access credit and, thus, impair their ability to provide us quality products or services in a timely manner, or at all.

Cost overruns, delays, penalties or liquidated damages could negatively impact our results, particularly with respect to fixed-price contracts for our custom configured products.

We expect a significant portion of our net sales and earnings will be generated through fixed-price contracts for custom configured products. We expect most of these contracts will provide for penalties or liquidated damages for failure to timely perform our obligations under the contract, or require that we, at our own expense, correct and remedy to the satisfaction of the other party certain defects. Therefore, we expect to face the risk that cost overruns, delays, penalties or liquidated damages may exceed, erode or eliminate our expected profit margin, or cause us to record a loss on certain of our projects.

Catastrophic events could disrupt our operations and/or our customers and suppliers and may have a significant adverse impact on our results of operations.

The occurrence of catastrophic events or natural disasters such as extreme weather, including hurricanes and floods; health epidemics; pandemics, such as COVID-19; and acts of war or terrorism, could impair our ability to produce and distribute its products to customers and could potentially expose us to third-party liability claims. In addition, such events could impact our customers and suppliers resulting in temporary or long-term outages and/or the limitation of supply of energy and other raw materials used in normal business operations.

The inability to attract and retain qualified personnel may adversely impact our business.

If we fail to attract, hire and retain qualified personnel, we may not be able to develop, market or sell our products or successfully manage our business. We are dependent upon a highly skilled, experienced and efficient workforce to be successful. The inability to attract and hire qualified individuals or the loss of key employees in very skilled areas could have a negative effect on our financial results.

We may be unable to successfully execute and operate our hydrogen production projects, and such projects may cost more and take longer to complete than we expect.

As part of our strategy, the Company may, in the future, develop and construct hydrogen production facilities at locations across the United States and Europe. Our ability to successfully complete and operate these projects is not guaranteed. The ability to complete these projects may impact our ability to meet and supplement the hydrogen demands for our products and services for prospective customers. The timing and cost to complete the construction of our hydrogen production projects are subject to a number of factors outside of our control and such projects may take longer and cost more to complete and become operational than we expect.

The viability and competitiveness of our potential hydrogen production facilities may depend, in part, upon favorable laws, regulations, and policies related to hydrogen production. Some of these laws, regulations, and policies are nascent, and there is no guarantee that they will be favorable to our projects. Additionally, any facilities we develop will be subject to numerous and new permitting, regulations, laws, and policies, many of which might vary by jurisdiction. Hydrogen production facilities are also subject to robust competition from well-established multinational companies in the energy industry. There is no guarantee that our hydrogen production strategy will be successful amidst this competitive environment.

We may enter into joint ventures which could impose certain restrictions on our operations in the future and could create risk related to our potential co-venturers.

In the future, we may enter into joint ventures. Depending on the terms of these potential ventures, we may be restricted in our ability to operate in certain areas or undertake certain courses of action. These potential arrangements may involve significant risks and uncertainties, including our ability to cooperate with our strategic partners, our strategic partners having interests or goals that are inconsistent with ours, and the potential that our strategic partners may be unable to meet their economic or other obligations to any future joint venture, which may negatively impact the expected benefits of any future joint venture and cause us to incur additional expense or suffer reputational damage. In addition, due to the nature of these potential arrangements, we may have limited ability to direct or influence the management of any future joint venture, which may limit our ability to assist and oversee the design and implementation of any future joint venture’s business as well as its accounting, legal, governance, human resources, information technology, and other administrative systems. This may expose us to additional risks and uncertainties because we may be dependent upon and subject to liability, losses, or reputational damage relating to systems, controls, and personnel

that are not under our control. These risks may be augmented when any future joint venture is operating outside the United States due to differences in language, culture, and regulation, as well as the factors listed above that are relevant to our international operations.

In the future, if we develop or acquire proprietary intellectual property, protecting such intellectual property will be critical to our operations and we may suffer competitive harm from infringement on such rights.

If we develop or acquire new technologies, it will be critical that we protect our intellectual property assets against third-party infringement. Though we currently do not own any patents, we do own intellectual property related to our branding. If we develop or acquire intellectual property, there is a risk that our patent applications may not be granted, or we may not receive sufficient protection of our proprietary interests. We may also expend considerable resources in defending any future patents against third-party infringement. It may become critical that we protect our proprietary intellectual property interests to prevent competitive harm.

Current inflationary trends, economic downturn and weakness in the economy, market trends, and other conditions affecting the profitability and financial stability of our potential customers could negatively impact the growth of our business and the acquisition of customers.

The demand for our products and services is sensitive to the production activity, capital spending and demand for products and services of our potential customers worldwide. Recently, we have observed increased economic uncertainty in the United States and abroad, including inflation and higher interest rates. Impacts of such economic weakness include falling overall demand for goods and services, leading to reduced profitability, reduced credit availability, higher borrowing costs, reduced liquidity, volatility in credit, equity and foreign exchange markets, and bankruptcies. These developments may lead to supply chain disruption and transportation delays which may negatively impact our business and growth. In addition, as our potential customers react to global economic conditions and the potential for a global recession, they may reduce spending on the products and services we plan to provide, which may lead to our inability to attract customers and could limit our ability to grow our business and negatively affect our operating results and financial condition.

Risks Related to Regulation and Litigation

We will be subject to extensive government regulation in the jurisdictions in which we do business. Regulations addressing, among other things, import/export restrictions, anti-bribery and corruption and taxes have the potential to negatively impact our financial condition, results of operation and cash flows.

We will be subject to government regulation in the United States and in the foreign jurisdictions where we may conduct business. The application of laws and regulations to our business is sometimes unclear. Compliance with laws and regulations may involve significant costs or require changes in business practices that could result in reduced profitability. If there is a determination that we have failed to comply with applicable laws or regulations, we may be subject to penalties or sanctions that could adversely impact our reputation and financial results. Compliance with changes in laws or regulations can result in increased operating costs and require additional, unplanned capital expenditures. Export controls or other regulatory restrictions could prevent us from shipping our products to and from some markets or increase the cost of doing so. Changes in tax laws and regulations and international tax treaties could affect the financial results of our businesses. Increasingly aggressive enforcement of anti-bribery and anti-corruption requirements, including the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act and the China Anti-Unfair Competition Law, could subject us to criminal or civil sanctions if a violation is deemed to have occurred. In addition, we may be subject to laws and sanctions imposed by the U.S. and other jurisdictions where we plan to do business that may prohibit us from doing business in certain countries, or restricting the kind of business that we may conduct. Such restrictions may provide a competitive advantage to competitors who are not subject to comparable restrictions or prevent us from taking advantage of growth opportunities.

Further, we cannot guarantee that our internal controls and compliance systems will always protect us from acts committed by employees, agents, business partners or that businesses that we acquire would not violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, export and import compliance, money laundering, and data privacy. Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the U.S. and in other jurisdictions and related stockholder lawsuits, could

lead to substantial civil and criminal, monetary and non-monetary penalties, and could cause us to incur significant legal and investigatory fees. In addition, governments may seek to hold us liable as a successor for violations committed by companies in which we invest or that we acquire.

We will be subject to various environmental laws and regulations that could impose substantial costs upon us and cause delays in building production facilities.

Our operations will be subject to international, federal, state and local environmental laws and regulations, including laws relating to the use, handling, storage, disposal of and human exposure to hazardous materials. Environmental and health and safety laws and regulations can be complex, and we have limited experience complying with them. Moreover, we expect that we will be affected by future amendments to such laws or other new environmental and health and safety laws and regulations which may require us to change our operations, potentially resulting in a material adverse effect on its business, prospects, financial condition and operating results. These laws can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury, fines and penalties. Capital and operating expenses needed to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties, third-party damages, suspension of production or a cessation of our operations.

Contamination at properties we may own or operate may result in liability for us under environmental laws and regulations, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, which can impose liability for the full amount of remediation-related costs without regard to fault, for the investigation and cleanup of contaminated soil and ground water, for building contamination and impacts to human health and for damages to natural resources. The costs of complying with environmental laws and regulations and any claims concerning noncompliance, or liability with respect to contamination in the future, could have a material adverse effect on our financial condition or operating results. We may face unexpected delays in obtaining the required permits and approvals in connection with our potential production facilities that could require significant time and financial resources and delay our ability to operate such facilities, which would adversely impact our business, prospects, financial condition and operating results.

Legislative, regulatory, societal and market efforts to address global climate change may impact our business and create financial risk.

In the production of hydrogen, we may use processes which capture greenhouse gases (“GHG”), such as carbon dioxide, which would otherwise be emitted. The technologies we employ for GHG capture may not successfully capture 100% of the GHG produced. Increased public concern and governmental action may result in more international, U.S. federal and/or regional requirements to reduce or mitigate the effects of GHG emissions or increased demand for technologies and projects to limit the impact of global climate change. Although uncertain, these developments could increase our costs related to consumption of electric power, hydrogen production and application of our gasification technology. Any legislation or governmental action that limits or taxes GHG emissions could negatively impact our growth, increase our operating costs, or reduce demand for certain of our products.

In addition, standards for tracking and reporting environmental, social and governance (“ESG”) matters continue to evolve. New laws, regulations, policies and international accords relating to ESG matters, including sustainability, climate change, human capital and diversity, are being developed and formalized in Europe, the United States, Asia and elsewhere, which may entail specific, target-driven frameworks and/or disclosure requirements. If our ESG practices do not meet evolving investor or other stakeholder expectations and standards, then our reputation or our attractiveness as an investment, business partner, acquirer, service provider or employer could be negatively impacted.

Costs and expenses resulting from compliance with environmental regulations may negatively impact our operations and financial results.

We will be subject to extensive federal, state, local and foreign environmental and safety laws and regulations concerning, among other things, emissions in the air, discharges to land and water and the generation, handling, treatment and disposal of hazardous waste and other materials. We take our environmental responsibilities very seriously, but there is a risk of adverse environmental impact inherent in our manufacturing operations and in the transportation of our products. Future developments and more stringent environmental regulations may require us

to make additional unforeseen environmental expenditures. In addition, laws and regulations may require significant expenditures for environmental protection equipment, compliance and remediation. These additional costs may adversely affect our financial results.

We expect to incur costs to comply with these laws and regulations. Federal, state, and local governments are increasingly regulating and restricting the use of certain chemicals, substances, and materials. For example, laws, regulations, or other policy initiatives might address substances found within component parts to our products, in which event we would be required to comply with such requirements.

Our business may become subject to increased government regulation.

As hydrogen and other relevant products become more broadly available commercially, governments may impose new regulations. We do not know the extent to which any such regulations may impact our ability to manufacture, distribute, install and service our products. Any regulation of our products, whether at the federal, state, local or foreign level, including any regulations relating to the production, operation, installation, and servicing of our products may increase our costs and the price of our products, and noncompliance with applicable laws and regulations could subject us to investigations, sanctions, enforcement actions, fines, damages, civil and criminal penalties, or injunctions. Furthermore, certain business activities may require the Company to navigate a myriad of state- or local-level laws and regulations. If any governmental sanctions are imposed, our business, operating results, and financial condition could be materially adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, operating results and financial condition.

Risks Related to Global Hydrogen’s Products and Services

Interruption in ordinary sources of raw material or energy supply or an inability to recover increases in energy and raw material costs from customers could result in lost sales or reduced profitability.

We expect feedstock used for hydrogen generation, such as biogas from wastewater treatment plants, landfills, renewable natural gas, and others, to be significant raw materials for our business. Additionally, we expect energy, including electricity, natural gas, and fuel for delivery trucks, to be a significant cost component of our business. A disruption in the supply of energy, components, or raw materials, whether due to market conditions, legislative or regulatory actions, the COVID-19 pandemic, natural events, or other disruption, could prevent us from meeting any future contractual commitments and harm our business and financial results.

We may contract to pass-through cost increases in energy and raw materials to customers, but such cost pass-through results in declining margins, and cost variability can negatively impact our other operating results. For example, we may be unable to raise prices as quickly as costs rise, or competitive pressures may prevent full recovery of such costs. In addition, increases in energy or raw material costs that cannot be passed on to customers for competitive or other reasons may negatively impact our revenues and earnings. Even where costs are passed through, price increases can cause lower sales volume. Other economic factors outside of our control, including inflation and energy price fluctuations, may increase our costs and adversely affect our business.

Our ability to source parts and raw materials from our suppliers could be disrupted or delayed in our supply chain which could adversely affect our results of operations.

Our planned operations will require significant amounts of necessary parts and raw materials. If we are unable to source these parts or raw materials, our future operations may be disrupted, or we could experience a delay or halt in our business. Reduced availability or interruption in supplies, whether resulting from more stringent regulatory requirements, supplier financial condition, increases in duties and tariff costs, disruptions in transportation, an outbreak of a severe public health pandemic, such as the COVID-19 pandemic, including resurgences and the emergence of new variants of COVID-19, severe weather, or the occurrence or threat of wars or other conflicts, could have an adverse effect on our financial condition, results of operations and cash flows. For example, the Company may experience supply chain issues related to the COVID-19 pandemic, including but not limited to suppliers utilizing force majeure provisions under potential, future contracts. Furthermore, the ongoing global economic recovery from

the COVID-19 pandemic has caused significant challenges for global supply chains resulting in inflationary cost pressures, component shortages, and transportation delays. We expect that these challenges could continue to have an impact on our businesses for the foreseeable future.

The production, transport, and containment of hydrogen and certain other gases as contemplated by our future projects creates risk of adverse events which may harm our business.

Our contemplated products include hydrogen and certain other gases which are inherently dangerous. In the future, if we produce, transport and store such gases, there is risk that we may negatively be affected by product safety issues, product liability, other claims, product recalls, negative publicity, or increased regulatory scrutiny of our products. Any liability for damages from malfunctions, accidents, or other events could materially adversely affect our business, financial condition, results of operations and prospects. In addition, an actual or perceived problem with hydrogen generally or our products could adversely affect the market’s perception of our products resulting in a decline in demand for our products and services, which may materially and adversely affect our business, financial condition, results of operations and prospects.

We will rely on complex machinery for our operations and production involves a significant degree of risk and uncertainty in terms of operational performance and costs.

We will rely heavily on complex machinery for our operations and our production will involve a significant degree of uncertainty and risk in terms of operational performance and costs. We plan to own and operate gas generation and carbon recovery plants, which may consist of large-scale machinery combining many components. The plant components are likely to suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of the plant components may significantly affect the intended operational efficiency. Operational performance and costs can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fire, and seismic activity and natural disasters. Should operational risks materialize, it may result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on our business, results of operations, cash flows, financial condition or prospects.

Inability to compete effectively could adversely impact our future sales and financial performance.

We face strong competition from large international competitors and many smaller regional competitors. Introduction by competitors of new technologies, competing products, or additional capacity could weaken demand for, or impact pricing of our products, negatively impacting financial results. In addition, competitors’ pricing policies could affect our future profitability or market share.

Some of our competitors are much larger than we are and may have the manufacturing, marketing and sales capabilities to complete research, development, and commercialization of products more quickly and effectively than we can. There are many companies engaged in all areas of traditional and alternative industrial gas generation in the United States and abroad. Additionally, established companies may decide to broaden their operations into our area of business. We believe that our business model has competitive strengths; however, if we are unable to compete in the market for our products and services, our business may be adversely affected.

Risks Related to Cybersecurity and Data Privacy

Our business and operations would suffer in the event of computer system failures, cyber-attacks or deficiencies in our or third parties’ cybersecurity.

We are increasingly dependent upon information technology systems, infrastructure and data to operate our business. In the ordinary course of business, we may collect, store and transmit confidential information, including, but not limited to, information related to our intellectual property and proprietary business information, personal information and other confidential information. We may outsource elements of our operations to third party

vendors, who each have access to our confidential information, which increases our disclosure risk. Although we plan to implement internal security and business continuity measures, our information technology and other internal infrastructure systems may breakdown, incur damage or be interrupted by system malfunctions, natural disasters, terrorism, war or telecommunication and electrical failures, as well as by inadvertent or intentional security breaches by our employees, contractors, consultants, business partners and/or other third parties, or from cyber-attacks by malicious third parties, each of which could compromise our system infrastructure or lead to the loss, destruction, alteration, disclosure or dissemination of, or damage or unauthorized access to, our data or other assets. Such a security breach may cause loss, damage or disclosure of proprietary or confidential information, which could in turn result in significant legal and financial exposure and reputational damage that could adversely affect our business.

The costs related to significant security breaches or disruptions could be material and our insurance policies may not be adequate to compensate us for the potential losses arising from any such security breach. In addition, such insurance may not be available to us on economically reasonable terms, if at all, may not cover all claims made against us, and may have high deductibles. Furthermore, if the information technology systems of our third-party vendors and other contractors and consultants become subject to disruptions or security breaches, we may have insufficient recourse against such third parties and we may have to expend significant resources to mitigate the impact of such an event, and to develop and implement protections to prevent future events of this nature from occurring.

Risks Related to Finance, Accounting and Tax Matters

Our actual results could differ from the estimates and assumptions used to prepare our financial statements.

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses for the periods covered and certain amounts disclosed in the notes to our consolidated financial statements. These estimates are based on information available through the date of the issuance of the financial statements and actual results could differ from those estimates, which could have a material adverse impact on our financial condition, results of operations and cash flows.

We may need to raise additional funds and these funds may not be available to us when we need them. If we cannot raise additional funds when we need them, our business, prospects, financial condition and operating results could be negatively affected.

The sourcing, purchasing, development, and servicing of our projects may be capital-intensive. We may determine that additional funds are necessary. This capital may be necessary to fund our future operations and to locate new opportunities. We may raise additional funds through the issuance of equity, equity related or debt securities or through obtaining credit from government or financial institutions. We cannot be certain that additional funds will be available on favorable terms when required, or at all. If we cannot raise additional funds when we need them, our business, prospects, financial condition and operating results could be materially adversely affected.

Our financial results may vary significantly from quarter to quarter.

We expect our revenue and operating results to vary from quarter to quarter. We may incur significant operating expenses during the start-up and early stages of large contracts and may not be able to recognize corresponding revenue in that same quarter. We may also incur additional expenses when contracts are terminated or expire and are not renewed. We may also incur additional expenses when companies are newly acquired. Payments that may be due to us from our future customers may be delayed due to billing cycles or as a result of failures of government budgets to gain congressional and administration approval in a timely manner.

Additional factors that may cause our financial results to fluctuate from quarter to quarter include those addressed elsewhere in this “Risk Factors” section, including the immediately preceding risk factor, and the following factors, among others:

•        variability in demand for our services and solutions;

•        timing of award or performance incentive fee notices;

•        timing of shipments and deliveries to potential future customers;

•        variable purchasing patterns under blanket purchase agreements and other indefinite delivery/ indefinite quantity contracts;

•        terms of potential future contracts which may affect the timing of revenue recognition;

•        costs related to government inquiries;

•        strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs and joint ventures;

•        strategic investments or changes in business strategy;

•        changes in the extent to which we use subcontractors;

•        potential performance errors in our systems;

•        seasonal fluctuations in our staff utilization rates;

•        changes in our effective tax rate, including changes in our judgment as to the necessity of the valuation allowance recorded against our deferred tax assets; and

•        the length of sales cycles.

Credit and counterparty risks could harm our business.

The financial condition of our customers could affect our ability to market our equipment, products and services or to collect receivables. In addition, financial difficulties faced by our customers as a result of an adverse economic event or other market factors may lead to cancellation or delay of orders. Our customers may suffer financial difficulties that make them unable to pay for a product or service when payments become due, or they may decide not to pay us, either as a matter of corporate decision-making or in response to changes in local laws and regulations. We cannot be certain that, in the future, expenses or losses for uncollectible amounts will not have a material adverse effect on our net sales, earnings and cash flows.

Risks Related to New Global’s Shares Following the Transactions

An active market for New Global’s securities may not develop, which would adversely affect the liquidity and price of New Global’s securities.

The price of New Global’s securities may vary significantly due to factors specific to New Global as well as to general market or economic conditions. Furthermore, an active trading market for New Global’s securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

New Global will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make New Global Common Stock less attractive to investors and may make it more difficult to compare New Global’s performance to the performance of other public companies.

Dune currently is, and following the Business Combination, New Global will be, an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. For as long as it continues to be an emerging growth company, New Global may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including:

•        the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act;

•        the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and

•        reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements.

As a result, stockholders may not have access to certain information that they may deem important. New Global’s status as an emerging growth company will end upon the earliest of:

•        the last day of the fiscal year in which New Global has at least $1.235 billion in annual revenue, as indexed for inflation by the SEC;

•        the first day of the fiscal year in which New Global qualifies as a “large accelerated filer,” with at least $700.0 million of equity securities held by non-affiliates as of the last business day of New Global’s last completed second fiscal quarter;

•        the date on which New Global has issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or

•        the last day of the fiscal year ending after the fifth anniversary of Dune’s IPO.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. New Global may elect to take advantage of this extended transition period and as a result, its financial statements may not be comparable with similarly situated public companies.

New Global cannot predict if investors will find New Global Common Stock less attractive if it chooses to rely on any of the exemptions afforded emerging growth companies. If some investors find New Global Common Stock less attractive because New Global relies on any of these exemptions, there may be a less active trading market for New Global Common Stock and the market price of New Global Common Stock may be more volatile and may decline.

If New Global fails to maintain an effective system of disclosure controls and internal control over financial reporting, New Global’s ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired, which may adversely affect investor confidence in New Global and, as a result, the market price of New Global Common Stock.

As a public company, New Global will be required to comply with the requirements of the Sarbanes-Oxley Act, including, among other things, that New Global maintain effective disclosure controls and procedures and internal control over financial reporting. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Global Hydrogen as a privately held company. The Company continues to develop and refine its disclosure controls and other procedures that are designed to ensure that information New Global is required to disclose in the reports that New Global will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to New Global’s management, including New Global’s principal executive and financial officers.

The Company must continue to improve its internal control over financial reporting. New Global will be required to make a formal assessment of the effectiveness of its internal control over financial reporting and once New Global ceases to be an emerging growth company, New Global will be required to include an attestation report on internal control over financial reporting issued by New Global’s independent registered public accounting firm. To achieve compliance with these requirements within the prescribed time period, New Global will be engaging in a process to document and evaluate New Global’s internal control over financial reporting, which is both costly and challenging. In this regard, New Global will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of New Global’s internal control over financial reporting, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. There is a risk that New Global will not be able to conclude, within the prescribed time period or at all, that New Global’s internal control over financial reporting is effective as required by Section 404 of the Sarbanes-Oxley Act. Moreover, New Global’s testing, or the subsequent testing by New Global’s independent registered public accounting firm, may reveal additional deficiencies in New Global’s internal control over financial reporting that are deemed to be material weaknesses.

Any failure to implement and maintain effective disclosure controls and procedures and internal control over financial reporting, including the identification of one or more material weaknesses, could cause investors to lose confidence in the accuracy and completeness of New Global’s financial statements and reports, which would likely adversely affect the market price of New Global Common Stock. In addition, New Global could be subject to sanctions or investigations by Nasdaq, the SEC and other regulatory authorities.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Dune’s securities prior to the Closing may decline. The market values of New Global’s securities at the time of the Business Combination may vary significantly from their prices on the date the Purchase Agreement was executed, the date of this proxy statement, or the date on which Dune’s stockholders vote on the Business Combination Proposal and the other proposals presented to them.

Following the Business Combination, fluctuations in the price of New Global’s securities could contribute to the loss of all or part of your investment. The valuation Dune has ascribed to the Company in the Business Combination may not be indicative of the price that will be implied in the trading market for New Global’s securities following the Business Combination. If an active market for New Global’s securities develops and continues after the Business Combination, the trading price of such securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond New Global’s control. Any of the factors listed below could have a material adverse effect on your investment in New Global’s securities and New Global’s securities may trade at prices significantly below the price you paid for them or that were implied by the conversion of the Company’s capital stock you owned into New Global’s securities as a result of the Business Combination. In such circumstances, the trading price of New Global’s securities may not recover and may experience a further decline.

Factors affecting the trading price of New Global’s securities may include:

•        general economic and political conditions such as recessions, inflation, fuel prices, prices of feedstock for hydrogen production, international currency and acts of war or terrorism;

•        actual or anticipated changes or fluctuations in New Global’s operating results, changes in the market’s expectations about New Global’s operating results; or failure to meet the expectation of securities analysts or investors in a particular period;

•        announcements by New Global or its competitors of new technology, features, or services;

•        competitors’ performance;

•        developments or disputes concerning New Global’s intellectual property or other proprietary rights;

•        actual or perceived data security breaches or other data security incidents;

•        announced or completed acquisitions of businesses by New Global or its competitors;

•        actual or anticipated fluctuations in New Global’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

•        any actual or anticipated changes in the financial projections New Global may provide to the public or New Global’s failure to meet those projections

•        any major change in New Global’s Board or management;

•        changes in laws and regulations affecting New Global’s business actual or anticipated developments in New Global’s business, its competitors’ businesses, or the competitive landscape generally and any related market speculation;

•        litigation involving New Global, its industry or both;

•        governmental or regulatory actions or audits;

•        regulatory or legal developments in the United States;

•        announcement or expectation of additional financing efforts;

•        changes in accounting standards, policies, guidelines, interpretations, or principles;

•        New Global’s ability to meet compliance requirements;

•        investor perceptions of us and the industries in which we or our customers operate, including perceptions of our ESG attributes;

•        the impact of the ongoing COVID-19 pandemic on New Global’s business;

•        the public’s reaction to New Global’s press releases, other public announcements, and filings with the SEC;

•        operating and share price performance of other companies that investors deem comparable to New Global;

•        price and volume fluctuations in the overall stock market from time to time;

•        changes in operating performance and stock market trading volumes and trading prices of other energy companies generally, or those in the renewables or industrial gas industries in particular;

•        changes in financial estimates and recommendations by securities analysts concerning New Global or the energy industry in general;

•        changes in New Global’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of shares of New Global Common Stock available for public sale;

•        sales of shares of New Global Common Stock by New Global or its stockholders;

•        expiration of market stand-off or lock-up agreements;

•        sales of substantial amounts of shares of New Global Common Stock by New Global’s directors, executive officers, or significant stockholders or the perception that such sales could occur;

•        failure of securities analysts to maintain coverage of New Global; and

•        the other risk factors under “Risk Factors”.

Broad market and industry factors may materially harm the market price of New Global’s securities irrespective of New Global’s operating performance. The stock markets in general, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks and of New Global’s securities may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to New Global could depress New Global’s share price regardless of New Global’s business, prospects, financial conditions, or results of operations. A decline in the market price of New Global’s securities also could adversely affect New Global’s ability to issue additional securities and New Global’s ability to obtain additional financing in the future.

Insiders will continue to have substantial influence over New Global after the Closing, which could limit your ability to affect the outcome of key transactions, including a change of control.

Upon the Closing, and assuming no redemptions from Dune’s Trust Account, New Global’s executive officers, directors and their affiliates will beneficially own approximately 79.3% of New Global Common Stock outstanding, representing approximately 79.3% of the voting power thereof.

As a result, these stockholders, if they act together, will be able to influence New Global’s management and affairs and all matters requiring stockholder approval, including the election of directors, amendments of New Global’s organizational documents, and approval of significant corporate transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing, or deterring a change in control of New Global and might affect the market price of New Global Common Stock. In addition, Dune’s Sponsor will have the right under

the Nomination Agreement to nominate two directors to New Global’s Board following the Closing. This control could have the effect of delaying or preventing a change of control of New Global or changes in its management and will make the approval of certain transactions difficult or impossible without the support of these stockholders and their votes.

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including: (1) that Dune does not issue any additional equity securities prior to the Business Combination; and (2) that there are no future exercises of Dune’s warrants. If the actual facts differ from these assumptions, the numbers of shares and percentage interests set forth above will be different.

If securities or industry analysts either do not publish research about New Global or publish inaccurate or unfavorable research about New Global, New Global’s business or New Global’s market, or if they adversely change their recommendations regarding New Global Common Stock, the trading price or trading volume of New Global Common Stock could decline.

The trading market for New Global Common Stock will be influenced in part by the research and reports that securities or industry analysts may publish about us, New Global’s business, New Global’s market, or New Global’s competitors. If one or more securities analysts initiate research with an unfavorable rating or downgrade New Global Common Stock, provide a more favorable recommendation about New Global’s competitors or publish inaccurate or unfavorable research about New Global’s business, New Global Common Stock price would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of New Global, or fail to publish reports on New Global regularly, New Global could lose visibility in the financial markets and demand for New Global’s securities could decrease, which in turn could cause the price and trading volume of New Global Common Stock to decline.

Management of Global Hydrogen have potential conflicts of interest in negotiating the transaction.

When you consider Global Hydrogen management’s position and negotiation in favor of the Business Combination, you should keep in mind that Global Hydrogen’s management has interests in the Business Combination. These interests include, among other things, the interests listed below:

•        William Bennett Nance, Jr. is both the Chief Executive Officer of Global Hydrogen and a member of the Dune Board and the chairman of the audit committee of the Dune Board. Accordingly, due to Mr. Nance’s influence over and affiliation with both companies, there may be a conflict of interest inherent in the selection of a target company by Dune, the selection of an acquiror by Global Hydrogen, and the negotiation of the terms of the Business Combination by both parties. To address this potential conflict of interest, Mr. Nance has recused himself from Dune’s material deliberations with respect to the Business Combination.

•        Global Hydrogen’s management is, or may in the future become, affiliated with entities that are engaged in a similar business to Global Hydrogen. Global Hydrogen’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to Global Hydrogen, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Global Hydrogen’s favor and such potential business opportunities may be presented to other entities prior to their presentation to Global Hydrogen, subject to applicable fiduciary duties under Delaware law.

•        William Bennett Nance, Jr. is the Chief Executive Officer of Global Hydrogen and is expected to be, along with Mr. Glatt and others, a director of New Global after the consummation of the Business Combination. As such, Mr. Nance may receive compensation for his role at Global Hydrogen and/or fees for his service on the Dune Board, which may consist of cash or stock-based awards, and any other remuneration that the New Global board of directors determines to pay to its non-employee directors.

•        Global Hydrogen’s management will receive material benefits from the completion of an initial business combination and may be incentivized to complete the Transactions with Dune rather than other strategic alternatives, even if Dune is a less favorable acquiror.

•        Global Hydrogen’s existing management will be eligible for continued indemnification and continued coverage under Dune’s directors’ and officers’ liability insurance after the Business Combination and pursuant to the Purchase Agreement.

A significant portion of New Global’s total outstanding shares is restricted from immediate resale but may be sold into the market in the near future, which could cause the market price of New Global Common Stock to decline significantly, even if New Global’s business is doing well.

The market price of New Global Common Stock could decline as a result of sales of a large number of shares of New Global Common Stock in the market after the Closing, or the perception that these sales could occur. Upon consummation of the Business Combination, the Sellers will receive 5,750,000 shares of Dune Class B Common Stock, which will be exchangeable for shares of Dune Class A Common Stock on a one-for-one basis. At any time after the expiration of a lock-up to which such shares are subject, certain stockholders will be entitled, under the Registration Rights Agreement, to certain rights with respect to the registration of the offer and sale of those shares under the Securities Act, including requesting New Global file a registration statement to register the offer and sale of their shares. Following completion of the Business Combination, based on the number of shares of New Global’s capital stock outstanding as of            , 2023, the shares covered by registration rights will represent approximately            % of New Global’s outstanding common stock, assuming no redemptions from Dune’s Trust Account.

In addition, New Global intends to file a registration statement to register shares reserved for future issuance under New Global’s equity compensation plans. Upon effectiveness of that registration statement, subject to the satisfaction of applicable vesting restrictions and the expiration or waiver of the market standoff agreements and lock-up agreements referred to above, the shares issued upon exercise of outstanding stock options, restricted stock unit awards, and warrants or the vesting of other equity awards granted under such plans will be available for immediate resale in the public market.

Sales of New Global Common Stock as restrictions end or pursuant to registration rights may make it more difficult for New Global to sell equity securities in the future at a time and at a price that New Global deems appropriate. These sales also could cause the trading price of New Global Common Stock to fall and make it more difficult for you to sell shares of New Global Common Stock at a time and price that you deem appropriate.

Dune’s Sponsor, directors, officers, advisors or their affiliates may enter into certain transactions, including purchasing shares or warrants from the public, which may influence the outcome of the Business Combination and reduce the public “float” of the shares of common stock of Dune.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), Dune’s Sponsor, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Business Combination. However, they have no current commitments, plans, or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. The purpose of any such transaction could be to: (1) vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination; or (2) reduce the number of Dune warrants outstanding. This may result in the Closing that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of shares of common stock of Dune or Dune warrants and the number of beneficial holders of Dune’s securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing, or trading of Dune’s securities on a national securities exchange.

Because there are no current plans to pay cash dividends on New Global Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your New Global Common Stock at a price greater than what you paid for it.

New Global intends to retain future earnings, if any, for future operations, expansion, and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on shares of New Global Common Stock will be at the sole discretion of New Global’s Board. New Global’s Board may take into account general and economic conditions, New Global’s financial condition and results of operations, New Global’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications of the payment of dividends by New Global to its

stockholders or by its subsidiaries to it, and such other factors as New Global’s Board may deem relevant. As a result, you may not receive any return on an investment in New Global Common Stock unless you sell your New Global Common Stock for a price greater than that which you paid for it.

New Global stockholders may experience dilution in the future.

The percentage of shares of New Global Common Stock owned by current stockholders may be diluted in the future because of equity issuances for acquisitions, capital market transactions, or otherwise, including, without limitation, equity awards that New Global may grant to its directors, officers, and employees, exercise of New Global warrants.

The New Global Proposed Charter provides, subject to limited exceptions, that the Court of Chancery will be the sole and exclusive forum for certain stockholder litigation matters, which could limit New Global’s stockholders’ ability to obtain a chosen judicial forum for disputes with New Global or its directors, officers, employees or stockholders.

The Proposed Charter of New Global will require, to the fullest extent permitted by law, that derivative actions brought in New Global’s name, actions against directors, officers and employees for breach of fiduciary duty, actions asserting an “internal corporate claim,” as defined in Section 115 of the DGCL, and other similar actions may be brought in the Court of Chancery or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of New Global’s capital stock shall be deemed to have notice of and consented to the forum provisions in the Proposed Charter. In addition, the Proposed Charter and New Global Bylaws will provide that the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act and the Exchange Act. While the exclusive forum provision does not restrict the ability of stockholders to bring claims under the Securities Act, it may limit stockholders’ ability to bring a claim in the judicial forum that they find favorable and may increase certain litigation costs on the stockholders, which may discourage the filing of claims under the Securities Act against New Global, its directors and officers.

In March 2020, the Delaware Supreme Court issued a decision in Salzburg et al. v. Sciabacucchi, which found that an exclusive forum provision providing for claims under the Securities Act to be brought in federal court is facially valid under Delaware law. It is unclear whether this decision will be appealed, or what the final outcome of this case will be. New Global intends to enforce this provision, but it does not know whether courts in other jurisdictions will agree with this decision or enforce it.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New Global or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Proposed Charter to be inapplicable or unenforceable in an action, New Global may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

Additionally, it is uncertain whether this choice of forum provision is enforceable. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. In light of this uncertainty, investors bringing a claim may face certain additional risks, including increased costs and uncertainty of litigation outcomes.

Anti-takeover provisions in New Global’s organizational documents could delay or prevent a change of control.

Certain provisions of the Proposed Charter and the New Global Bylaws to become effective upon the consummation of the Business Combination may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by New Global’s stockholders.

These provisions provide for, among other things:

•        the ability of New Global’s board of directors to issue one or more series of preferred stock;

•        a classified board;

•        advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at New Global’s annual meetings;

•        certain limitations on convening special stockholder meetings;

•        limiting the persons who may call special meetings of stockholders;

•        limiting the ability of stockholders to act by written consent; and

•        New Global’s board of directors have the express authority to make, alter or repeal the New Global Bylaws.

These anti-takeover provisions could make it more difficult or frustrate or prevent a third party from acquiring New Global, even if the third party’s offer may be considered beneficial by many of New Global’s stockholders. Additionally, the provisions may frustrate or prevent any attempts by New Global stockholders to replace or remove its current management by making it more difficult for stockholders to replace members of New Global’s board of directors, which is responsible for appointing the members of its management. As a result, New Global’s stockholders may be limited in their ability to obtain a premium for their shares. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause New Global to take other corporate actions you desire. See “Description of New Global Securities”.

Claims for indemnification by New Global’s directors and officers may reduce New Global’s available funds to satisfy successful third-party claims against New Global and may reduce the amount of money available to New Global.

New Global’s organizational documents will provide that New Global will indemnify its directors and officers, in each case to the fullest extent permitted by Delaware law.

In addition, as permitted by Section 145 of the DGCL, the amended and restated bylaws and its indemnification agreements that it will enter into with its directors and officers will provide that:

•        New Global will indemnify its directors and officers for serving New Global in those capacities or for serving other business enterprises at its request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

•        New Global may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

•        New Global will be required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

•        New Global will not be obligated pursuant to the New Global Bylaws to indemnify a person with respect to proceedings initiated by that person against New Global or its other indemnitees, except with respect to proceedings authorized by its board of directors or brought to enforce a right to indemnification;

•        the rights conferred in the amended and restated bylaws are not exclusive, and New Global is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons; and

•        New Global may not retroactively amend its bylaw provisions to reduce its indemnification obligations to directors, officers, employees and agents.

We may incur debt in the future, and our ability to satisfy our obligations thereunder remains subject to a variety of factors, many of which are not within our control.

We may seek to incur debt in the future in order to fund our exploration and operational programs, which would reduce our financial flexibility and could have a material adverse effect on our business, financial condition or results of operation.

Should we incur debt, our ability to satisfy any resulting debt obligations and to reduce our level of indebtedness will depend on future performance. General economic conditions, mineral prices, and financial, business and other factors will have an impact on our operations and future performance, and many of these factors are beyond our control. As such, we cannot assure investors that we will be able to generate sufficient cash flow to pay the interest on any debt, or that future working capital, borrowings, or equity financing will be available to pay or refinance such debt or meet future debt covenants. Factors that will affect our ability to raise cash through an offering of securities or a refinancing of any debt include financial market conditions, the value of our assets, and our performance at the time we are seeking to raise capital. We cannot assure investors that we will have sufficient funds to make such payments. If we do not have sufficient funds and are otherwise unable to negotiate renewals of our current borrowings or to arrange for new financing, we might be required to take measures to generate liquidity, such as selling some or all of our assets. Any such sales could have a material adverse effect on our business, operations and financial results. Moreover, failure to obtain additional financing, if required, on a timely basis, could cause us to reduce or delay our proposed operations.

We may need to raise additional capital in order to complete our programs and commence commercial operations and there is no assurance that we will be able to obtain adequate financing in the future or that such financing will be available to us on advantageous terms.

Nasdaq may delist New Global’s securities from trading on its exchange, which could limit investors’ ability to make transactions in New Global’s securities and subject New Global to additional trading restrictions.

Dune’s securities are currently listed on Nasdaq and it is anticipated that, following the Business Combination, New Global’s securities will be listed on Nasdaq. However, Dune cannot assure you that its securities will continue to be listed on Nasdaq prior to the Business Combination or that New Global’s securities will be listed on Nasdaq following the Business Combination. In order to continue listing its securities on Nasdaq, Dune must maintain certain financial, distribution and stock price levels. Generally, Dune must maintain a minimum number of holders of its securities (generally 300 public holders). Additionally, in connection with the Business Combination, New Global will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of New Global’s securities on Nasdaq. Generally, New Global must maintain a minimum amount of stockholders’ equity (generally $4 million) and a minimum number of holders of its securities (generally 300 unrestricted, round-lot holders). We may be unable to meet those initial listing requirements at that time, and Dune cannot assure you that New Global will be able to meet those initial listing requirements at that time.

If Nasdaq delists New Global’s securities from trading on its exchange and New Global is not able to list its securities on another national securities exchange, Dune expects New Global’s securities could be quoted on an over-the-counter market. If this were to occur, New Global could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        reduced liquidity for its securities;

•        a determination that New Global Common Stock constitutes a “penny stock” which will require brokers trading in New Global Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New Global’s securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The financial projections in this proxy statement may not prove to be reflective of actual future results.

This proxy statement contains projections and forecasts prepared by Dune and Global Hydrogen. None of the projections and forecasts included in this proxy statement have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination or toward complying with SEC guidelines or GAAP. Accordingly, such projections and forecasts should not be viewed as public guidance. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of Dune and Global Hydrogen and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of New Global’s operations following the Business Combination, or could lead to such projections and forecasts not being achieved include, but are not limited to: customer demand for New Global’s products; an evolving competitive landscape; rapid technological change; margin shifts in the industry; regulatory changes; successful management and retention of key personnel; unexpected expenses; and general economic conditions. While Dune and Global Hydrogen assume responsibility for the accuracy and completeness of the projections and forecasts to the extent included in this proxy statement, investors are cautioned not to place undue reliance on the projections, as the projections may be materially different than actual results.

Following the Closing, New Global will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and operating results.

Following the consummation of the Business Combination, New Global will face increased legal, accounting, administrative and other costs and expenses as a public company that Global Hydrogen does not incur as a private company and these expenses may increase even more after New Global is no longer an “emerging growth company.” The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges and the listing standards of the Nasdaq, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time consuming and could require the management team of New Global to devote significant time and resources to such compliance. A number of those requirements will require New Global to carry out activities Global Hydrogen has not done previously. For example, New Global will create new board committees, enter into new insurance policies and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. New Global may be required to expand its staff to ensure that its workforce has the requisite experience to implement these changes.

Furthermore, if any issues in complying with those requirements are identified (for example, if management or New Global’s independent registered public accounting firm identifies a material weakness or significant deficiency in the internal control over financial reporting), New Global could incur additional costs rectifying those issues, the existence of those issues could adversely affect New Global’s reputation or investor perceptions of it and it may be more expensive to obtain director and officer liability insurance. Risks associated with New Global’s status as a public company may make it more difficult to attract and retain qualified persons to serve on the New Global Board or as executive officers.

In addition, as a public company, New Global may be subject to stockholder activism, which can lead to substantial costs, distract management and impact the manner in which New Global operates its business in ways Global Hydrogen does not currently anticipate. As a result of disclosure of information in this proxy statement and in filings required of a public company, New Global’s business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, New Global’s business and results of operations could be materially adversely affected and even if the claims do not result in litigation or are resolved in New Global’s favor, these claims and the time and resources necessary to resolve them could divert the resources of New Global’s management and adversely affect its business and results of operations. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require New Global to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Risks Related to Dune and the Business Combination

Unless the context otherwise requires, references in this subsection “— Risks Related to Dune and the Business Combination” to “we,” “us,” “our,” and “the Company” generally refer to Dune in the present tense or New Global from and after the Business Combination.

We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition, results of operations or reputation. The risks described below are not the only risks we face. Additional risks not presently known to us or that we currently believe are not material may also significantly affect our business, financial condition, results of operations or reputation. Our business could be harmed by any of these risks. In assessing these risks, you should also refer to the other information contained in this proxy statement, including our consolidated financial statements and related notes.

There are material risks to unaffiliated investors presented by taking Global Hydrogen public through a Business Combination rather than through an underwritten offering.

Global Hydrogen will become a publicly listed company upon the completion of the Business Combination. The Business Combination and the transactions described in this proxy statement are not an underwritten initial public offering. Unaffiliated investors are subject to certain material risks as a result of the target going public through an acquisition rather than through a traditional underwritten offering. These risks include the absence of operational diligence by an underwriter, the absence of financial diligence by an underwriter, the absence of comfort letters delivered by Global Hydrogen’s independent auditors and the absence of liability for any material misstatements or omissions in a registration statement. All of these differences from an underwritten public offering of Global Hydrogen’s securities could result in a more volatile price for the post-combination company’s common stock. Accordingly, unaffiliated investors in Global Hydrogen will not receive the benefit of these protections that would be present in a traditional underwritten offering.

Further, we will not conduct a traditional “roadshow” with underwriters prior to the opening of initial post-Closing trading of New Global Common Stock on Nasdaq. There can be no guarantee that any information made available in this proxy statement and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to Global Hydrogen’s units or sufficient demand among potential investors immediately after the closing, which could result in a more volatile price for the Company’s common stock.

In addition, the Sponsor and our officers and directors as well as their respective affiliates have interests in the Business Combination that are different from or are in addition to our stockholders and that would not be present in an underwritten public offering of Global Hydrogen’s securities. Such interests may have influenced our Board (other than the Recused Director) in making their recommendation that you vote for the approval of the Business Combination Proposal and the other proposals described in this proxy statement.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if Global Hydrogen became a publicly listed company through an underwritten initial public offering instead of upon completion of the Business Combination.

The Sponsor and Dune’s directors and executive officers who hold founder shares and/or private placement warrants may receive a positive return on the founder shares and/or private placement warrants even if Dune’s public stockholders experience a negative return on their investment after consummation of the Business Combination.

If Dune is able to complete a business combination within the required time period, the Sponsor and Dune’s directors and executive officers who hold founder shares and/or private placement warrants may receive a positive return on their investments which were acquired prior to the Dune IPO, or concurrently with completion of the Dune IPO, even if Dune’s public stockholders experience a negative return on their investment in Dune Common Stock after consummation of the Business Combination.

Directors and officers of Dune have potential conflicts of interest in recommending that stockholders vote for the Business Combination and the other proposals described in this proxy statement.

When considering our Board’s (other than the Recused Director) recommendation that Dune’s stockholders vote for the Business Combination, our stockholders should be aware that our directors and officers have interests in the Business Combination that may be different from, or in addition to, the interests of our stockholders. These interests include:

•        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 $            based upon the closing per-share price of $            on Nasdaq on            , 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 $            based upon the closing per-warrant price of $            on Nasdaq on            , 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 $            based upon closing prices on Nasdaq on            , 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 expire worthless if we fail to complete our initial business combination within the Completion Window.

•        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.

•        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            , the total aggregate amount of out-of-pocket expenses expected to be repaid by Dune upon consummation of the Business Combination is $            .

•        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.

Involvement of members of our management and companies with which they are affiliated in litigation unrelated to our business affairs could impact our ability to consummate an initial business combination.

Members of our management team and companies with which they are affiliated may be involved in litigation relating to their business affairs unrelated to our company. For example, on August 18, 2020, dMY Technology Group, Inc. (“dMY Technology”) and dMY Sponsor, LLC (“dMY Sponsor” and together with dMY Technology, “dMY”) filed an action in New York State court against Carter Glatt, our Chief Executive Officer, and Captains Neck Holdings, LLC (the “Defendants”), seeking a declaratory judgment regarding the Defendants’ entitlement to certain LLC units in dMY Sponsor. On September 14, 2020, dMY, along with GTY Technology Holdings, Inc. (“GTY” and together with dMY, the “Plaintiffs”), filed an amended complaint, adding allegations of theft and misappropriation of confidential information, breach of contract, breach of fiduciary duties and conversion. None of such claims were asserted against

us or our Sponsor. On October 5, 2020, the Defendants filed an answer denying all of the Plaintiffs’ claims, and asserting counterclaims against the Plaintiffs and against Harry You, the co-founder and former President and Chief Financial Officer of GTY and the Chairman of dMY Technology, including claims for fraudulent misrepresentation, tortious interference and unjust enrichment. On December 8, 2020, the Defendants and our Sponsor filed amended counterclaims against the Plaintiffs and against dMY Technology Group, Inc. II and its Sponsor, dMY Technology Group, Inc. III and its Sponsor and Niccolo de Masi, the Chief Executive Officer of dMY Technology, alleging breach of contract, fraudulent and negligent misrepresentation and unjust enrichment. On March 1, 2021, a stipulation was filed discontinuing all claims asserted by or against GTY. Such claims, and any other litigation unrelated to our business affairs involving members of our management, may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination.

Our Sponsor and management team have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.

Our Sponsor owns approximately 78.5% of the total outstanding shares of Dune Common Stock. Our amended and restated certificate of incorporation provides that an initial business combination will be approved if we receive the affirmative vote of a majority of the shares voted at the Special Meeting, including the founder shares. Our Sponsor, directors and members of the management team have entered into the Letter Agreement, and our Sponsor has entered into the Sponsor Agreement, pursuant to which holders of founder shares have agreed to vote “FOR” each of the proposals presented in connection with the Business Combination. As a result of the Letter Agreement and the Sponsor Agreement, in addition to our Sponsor’s founder shares, we would not need any public shares sold in the IPO to be voted in favor of the Business Combination in order to have our initial business combination approved. Accordingly, the Letter Agreement and the Sponsor Agreement will increase the likelihood that we will receive the requisite stockholder approval for the Business Combination.

Our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders, which may influence a vote on the Business Combination and reduce the public “float” of our Class A Common Stock.

If we do not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. There is no limit on the number of shares our Sponsor, directors, officer, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or public warrants in such transactions. Such purchases may include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner.

In the event that our Sponsor, directors, executive officers, advisors or their affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their public shares. The purpose of any such purchases of public shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a Closing condition in the Purchase Agreement that requires us to have a certain amount of cash at the Closing, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of our Class A Common Stock or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Warrants will become exercisable for Class A Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Following the Business Combination, there will be 8,625,000 outstanding public warrants to purchase shares of our Class A Common Stock at an exercise price of $11.50 per share, which warrants will become exercisable commencing 30 days following the Closing. In addition, there will be 4,850,000 private placement warrants outstanding exercisable for 4,850,000 shares of our Class A Common Stock at an exercise price of $11.50 per share. To the extent such warrants are exercised, additional shares of our Class A Common Stock will be issued, which will result in dilution to the holders of our Class A Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Class A Common Stock, the impact of which is increased as the value of our stock price increases.

We may redeem the unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making the warrants worthless.

New Global will have the ability to redeem outstanding public 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 New Global Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we give notice of redemption. If and when the warrants become redeemable by New Global, New Global may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders to (i) exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) sell the warrants at the then-current market price when the holder might otherwise wish to hold onto such 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 the 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 $            per share on            to a high of approximately $            per share on            , 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.

Even if we consummate the Business Combination, there can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding warrants is $11.50 per share of New Global Common Stock. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

Our stockholders will experience immediate dilution as a consequence of the issuance of New Global Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of New Global.

Assuming that no public stockholders exercise their redemption rights in connection with the Business Combination, immediately after the consummation of the Business Combination, our Sponsor and public stockholders will hold 5,494,554 shares of New Global Common Stock, or 48.9% of the outstanding common stock. Assuming that our public stockholders exercise their redemption rights up to maximum amount permissible under the Purchase Agreement, our Sponsor and public stockholders will hold 4,312,500 shares of New Global Common Stock, or 42.9% of the outstanding common stock.

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 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.

A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

Unlike most blank check companies, if (x) we issue additional shares of Dune Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Dune Class A Common Stock (with such issue price or effective issue price to be determined in good faith by our Board and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A Common Stock during the 20 trading-day period starting on the trading day after the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Description of New Global Securities — Warrants — Redemption of Warrants when the price per share of common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by SPACs entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). Specifically, the SEC Staff Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Staff Statement, we re-evaluated the accounting treatment of our 8,625,000 public warrants and 4,850,000 private placement warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our balance sheet as of December 31, 2020 are derivative liabilities related to our warrants. Accounting Standards Codification 815, Derivatives and Hedging, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock. In addition, potential targets may seek SPACs that do not have warrants that are accounted for as liability, which may make it more difficult for us to consummate an initial business combination with a target business.

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on

a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described in our Annual Report on Form 10-K for the year ended December 31, 2022 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, the Company’s management has concluded that our control around the interpretation and accounting for extinguishment of a significant contingent obligation was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s interim financial statements for the quarters ended June 30, 2022 and September 30, 2022.

To respond to this material weakness, we have devoted significant effort and resources to the remediation and improvement of our internal control over financial reporting. Following the Closing, the combined company intends to take steps to remediate this material weakness, including plans to enhance processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our consolidated financial statements, enhance access to accounting literature, research materials and documents and increase communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

We can give no assurance that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, we identified a material weakness in our internal control around the interpretation and accounting for extinguishment of a significant contingent obligation. This material weakness resulted in the restatement of the Company’s interim financial statements for the quarters ended June 30, 2022 and September 30, 2022.

As a result of such material weakness and the prior restatement of our financial statements, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this proxy statement, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on the business of the combined company and its results of operations and financial condition.

Subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although we have conducted due diligence on Global Hydrogen, we cannot assure you that this diligence revealed all material issues that may be present in its business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of our or New Global’s control will not later

arise. As a result, New Global may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that New Global reports charges of this nature could contribute to negative market perceptions about New Global or its securities. In addition, charges of this nature may cause New Global to violate net worth or other covenants to which it may be subject as a result of assuming pre-existing debt held by Global Hydrogen or by virtue of obtaining debt financing to partially finance the initial Business Combination or thereafter. Accordingly, any of our stockholders who chooses to remain a stockholder of New Global following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Dune’s securities prior to the Closing may decline. The market values of our securities at the time of the Business Combination may vary significantly from their prices on the date the Purchase Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the Business Combination. Because the number of shares to be issued pursuant to the Purchase Agreement is based on the per share value of the amount in the Trust Account and will not be adjusted to reflect any changes in the market price of Dune Class A Common Stock, the market value of New Global Common Stock issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.

In addition, following the Business Combination, fluctuations in the price of New Global’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the stock of New Global and trading in the shares of our Class A Common Stock has not been active. Accordingly, the valuation ascribed to New Global in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of New Global securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and New Global securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of New Global’s securities may include:

•        actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

•        changes in the market’s expectations about New Global’s operating results;

•        success of competitors;

•        operating results failing to meet the expectations of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning New Global or the industry in which New Global operates in general;

•        operating and stock price performance of other companies that investors deem comparable to New Global;

•        ability to market new and enhanced products and services on a timely basis;

•        changes in laws and regulations affecting our business;

•        commencement of, or involvement in, litigation involving New Global;

•        changes in New Global’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of shares of New Global Common Stock available for public sale;

•        any major change in New Global’s board or management;

•        sales of substantial amounts of New Global Common Stock by our or New Global’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq specifically, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which it was acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to New Global could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Our actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement.

The unaudited pro forma condensed combined financial information included in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

There can be no assurance that New Global Common Stock issued in connection with the Business Combination will be approved for listing on Nasdaq following the Closing, or that we will be able to comply with the continued listing standards of Nasdaq.

New Global Common Stock and warrants are expected to be listed on Nasdaq following the Business Combination. New Global’s continued eligibility for listing may depend on the number of our shares that are redeemed. If, after the Business Combination, Nasdaq denies New Global’s application to list its common stock on its exchange for failure to meet the listing standards, or if the parties to the Purchase Agreement mutually agree to waive the Closing condition that the shares of Dune’s Class A Common Stock be approved for listing on Nasdaq, we and our stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for our securities;

•        a determination that New Global Common Stock is a “penny stock,” which will require brokers trading in New Global Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for New Global Common Stock;

•        a limited amount of analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The Current Charter states that we must complete our initial business combination by December 22, 2023. If we have not completed an initial business combination by then (or such later date as our stockholders may approve in accordance with the Current Charter), we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining

stockholders and our Board, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the funds held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If our stockholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their shares of our Class A Common Stock for a pro rata portion of the Trust Account.

Holders of public shares are not required to affirmatively vote against the Business Combination Proposal in order to exercise their rights to redeem their shares of Dune Class A Common Stock for a pro rata portion of the Trust Account and they are not required to hold public shares on the record date. In order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to our Transfer Agent prior to            , New York City time, on            , 2023 (two business days prior to the scheduled vote at the Special Meeting). Stockholders electing to redeem their shares of Dune Class A Common Stock will receive their pro rata portion of the funds held in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, calculated as of two business days prior to the anticipated consummation of the Business Combination.

The ability of Dune stockholders to exercise redemption rights with respect to a large number of shares could increase the probability that the Business Combination would be unsuccessful and that stockholders would have to wait for liquidation in order to redeem their stock.

At the time we entered into the Purchase Agreement and related agreements for the Business Combination, we did not know how many stockholders would exercise their redemption rights and, therefore, we structured the Business Combination based on our expectations as to the number of shares that will be submitted for redemption. If a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account. The above considerations may limit our ability to complete the Business Combination or optimize our capital structure.

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the cash held in Dune’s Trust Account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative initial business combination. Certain events following the consummation of any initial business combination, including the Business Combination and the redemptions of public shares, may cause an increase or decrease in Dune’s share price, and may result in a lower value realized now than a stockholder of Dune might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, such stockholder will bear the risk of ownership of New Global Common Stock after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell his, her or its shares in the future for a greater amount than the redemption price set forth in this proxy statement. A stockholder should consult his, her or its own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Our public stockholders will experience dilution as a consequence of the issuance of common stock as consideration in the Business Combination and may experience dilution from several additional sources in connection with and after the Business Combination, and having a minority share position may reduce the influence that the public stockholders have on the management of New Global.

The issuance of additional shares of New Global Common Stock in the Business Combination will dilute the equity interests of the public stockholders and may adversely affect prevailing market prices for the public shares and public warrants. The public stockholders who do not redeem their public shares may experience dilution from several additional sources to varying degrees in connection with, and after, the Business Combination, including in each of the following instances:

•        approximately 5,750,000 shares of New Global Common Stock are anticipated to be issued to Sellers as consideration in the Business Combination, valued at $10.00 per share. This represents approximately 51.1% of the number of shares of New Global Common Stock that will be outstanding following the consummation of the Business Combination (assuming that no public stockholders exercise redemption rights with respect to their public shares, referred to herein as the “no redemption scenario”) or 57.1% of the number of shares of New Global Common Stock that will be outstanding following the consummation of the Business Combination (assuming that public stockholders holding 1,182,054 public shares will exercise their redemption rights, referred to herein as the “maximum redemption scenario”).

•        an aggregate of 13,475,000 warrants will be outstanding following the Business Combination. The shares of New Global Common Stock underlying the warrants represent approximately 119.8%, or 134.0%, of the fully-diluted number of shares of New Global Common Stock immediately following the consummation of the Business Combination, assuming the no redemption scenario and the maximum redemption scenario, respectively.

•        Assuming no redemptions from Dune’s Trust Account, New Global will reserve approximately 8.0% of the number of outstanding shares of New Global Common Stock on a fully diluted basis (as of immediately following the Business Combination) pursuant to the Incentive Plan. The granted awards, when vested and settled or exercisable, may result in the issuance of additional shares up to the amount of the share reserve under the Incentive Plan.

•        New Global may determine, subject to the receipt of any stockholder or stock exchange approvals that may be required, to issue additional shares of New Global Common Stock or other equity securities of equal or senior rank in connection with privately negotiated transactions following the consummation of the Business Combination.

The unaudited pro forma condensed combined financial information contained herein assumes that the Dune stockholders approve the Business Combination. Pursuant to the Current Charter, the public stockholders may elect to redeem their public shares upon the Closing for cash equal to their pro rata share of the aggregate amount on

deposit (as of two business days prior to the Closing) in the Trust Account. Dune cannot predict how many of its public stockholders will exercise their right to redeem their public shares for cash. Therefore, the unaudited pro forma condensed combined financial information present four redemption scenarios as follows:

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

•        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 $11,855,267 in the Trust Account (including interest earned) and 1,182,054 public shares outstanding as of March 31, 2023;

•        Assuming 50% Redemption:    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 $11,855,267 in the Trust Account (including interest earned) and 1,182,054 public shares outstanding as of March 31, 2023; and

•        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 $11,855,267 in the Trust Account (including interest earned) and 1,182,054 public shares outstanding as of March 31, 2023.

The four redemption scenarios 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.

The below summarizes the pro forma New Global Common Stock issued and outstanding immediately following the Business Combination.

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(1)      All of the Dune Class B Common Stock (the founder shares) will convert into shares of Dune Class A Common Stock at the time of the Closing.

The following table summarizes the total New Global shares issuable to Sellers in connection with the Business Combination.

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by our stockholders is not obtained or that there are not sufficient funds in the Trust Account, in each case subject to certain terms specified in the Purchase Agreement (as described under “The Business Combination Proposal — Conditions to Closing of the Purchase Agreement”), or that other Closing conditions are not satisfied. If we do not complete the Business Combination, we could be subject to several risks, including:

•        the parties may be liable for damages to one another under the terms and conditions of the Purchase Agreement;

•        negative reactions from the financial markets, including declines in the price of our Class A Common Stock due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

•        the attention of our management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.

Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect our business and future profitability.

We are subject to various complex and evolving U.S. federal, state and local and non-U.S. taxes. U.S. federal, state and local and non-U.S. tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect, and may have an adverse effect on our business and future profitability. For example, President Joe Biden has set forth several tax proposals that would, if enacted, make significant changes to U.S. tax laws. Such proposals include, but are not limited to, (i) an increase in the U.S. income tax rate applicable to corporations (such as us) from 21% to 28%, (ii) an increase in the maximum U.S. federal income tax rate applicable to individuals, and (iii) an increase in the U.S. federal income tax rate for long-term capital gain for certain taxpayers with income in excess of a threshold amount. The U.S. Congress may consider and could include some or all of these proposals in connection with tax reform to be undertaken by the Biden administration. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could adversely affect our business and future profitability.

Further, in August 2022, the IR Act was passed, which imposed, among other things, an excise tax on certain corporate stock buybacks by U.S. public corporations repurchasing such stock and a corporate alternative minimum tax on book income on certain large corporations. See “— Risks Related to Dune and the Business Combination — A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares.” The effects of these rules and other provisions of the U.S. Internal Revenue Service (“IRS”) on us are uncertain until further regulations and guidance from the IRS and the U.S. Department of the Treasury (the “Treasury”) are released.

Tax matters, changes in tax laws and tax audits could materially adversely affect our business, results of operations and financial condition.

We conduct (or, after the Business Combination, will conduct) operations through our U.S. subsidiary and therefore currently are (or will be) subject to income taxes in U.S. federal, state and local jurisdictions. In the future, we may become subject to income taxes in additional jurisdictions, including non-U.S. jurisdictions. Furthermore, significant judgments based on interpretations of existing tax laws or regulations are required in determining our provision for income taxes. Our effective income tax rate could be adversely affected by various factors, including, but not limited to, changes in the mix of earnings in tax jurisdictions with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in existing tax policies, laws, regulations or rates, changes in the level of non-deductible expenses (including share-based compensation), changes in the location of our operations, mergers and acquisitions, changes in accounting and tax standards or practices, changes in our operating results before taxes or the result of examinations by various tax authorities. We regularly assess all of these matters to determine the adequacy of our tax liabilities. Although we believe our tax estimates are reasonable, if the IRS or other taxing

authority disagrees with the positions taken on our tax returns, we could have additional tax liability, including interest and penalties. If any of our assessments or estimates turn out to be incorrect, our business, results of operations and financial condition could be materially adversely affected.

We may also be adversely affected by changes in the relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions, and interpretations thereof, in each case, possibly with retroactive effect. We are also subject to review and audit by U.S. federal, state, local and non-U.S. taxing authorities. Such tax authorities may disagree with tax positions we take, and if any such tax authority were to successfully challenge any such position, our business, results of operations and financial condition could be materially and adversely affected. Due to the complexity of multinational tax obligations and filings, we may have a heightened risk related to audits or examinations by U.S. federal, state, local and non-U.S. taxing authorities in the jurisdictions in which we operate. Such changes and outcomes from these audits or examinations could have a material adverse effect on our business, results of operations and financial condition.

In the past, we have entered into certain transactions related to the implementation of our holding company structure and reorganizations of our operating subsidiaries and transfers of certain assets. Significant judgments based on interpretations of existing tax laws and regulations and as to the valuation of assets were required in connection with these transactions. Although we believe that our interpretations of tax laws and regulations and our methods of valuing such assets were reasonably determined, the IRS or other taxing authorities may disagree with the positions taken on our tax returns, which could result in additional tax liability, including interest and penalties. If the IRS or another taxing authority were to successfully challenge the correctness of the positions we have taken, our business, results of operations and financial condition could be materially adversely affected.

Additionally, after the Business Combination, we may be subject to significant income, withholding and other tax obligations in the United States and may become subject to taxation in numerous additional U.S. state and local and non-U.S. jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Our after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (i) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (ii) changes in the valuation of deferred tax assets and liabilities, if any, (iii) the expected timing and amount of the release of any tax valuation allowances, (iv) the tax treatment of stock-based compensation, changes in the relative amount of earnings subject to tax in the various jurisdictions, (v) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (vi) changes to existing intercompany structure (and any costs related thereto) and business operations, (vii) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions and (viii) the ability to structure business operations in an efficient and competitive manner. Outcomes from audits or examinations by taxing authorities could have an adverse effect on our after-tax profitability and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and with respect to the use of intangibles. Tax authorities could disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If we do not prevail in any such disagreements, our profitability may be affected.

A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares.

On August 16, 2022, the IR Act was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax (the “Excise Tax”) on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. On December 27, 2022, the Treasury issued a notice that it intends to publish proposed regulations addressing the application of the Excise Tax (the “Notice”). To provide taxpayers with interim guidance, the Notice describes certain rules upon which taxpayers are generally entitled to rely until publication of the proposed regulations.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with the Business Combination (or any other business combination), extension vote or otherwise may be subject to the Excise Tax. Whether and to what extent we would be subject to the Excise Tax in connection with the Business Combination (or any other business combination), extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination (or any other such business combination, extension or otherwise), (ii) the status of the target (for example, whether the target is a domestic corporation) and the structure of the Business Combination (or any other such business combination), (iii) any redemptions or repurchases within in the same taxable year as the Business Combination (or any other such business combination), (iv) the nature of any “PIPE” or other equity issuances in connection with the Business Combination (or any other such business combination), or otherwise issued within the same taxable year as the business combination, (v) if we do consummate any such business combination, whether it is consummated in the current year or a later year, (vi) if we do not consummate any such business combination, whether we liquidate and dissolve in the current year, and (vii) the content of any future regulations and other guidance from the Treasury. In addition, because the Excise Tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the Excise Tax have not been determined. The foregoing could cause a reduction in our ability to complete the Business Combination (or any other business combination) or the cash available on hand to complete a business combination.

If Holdings were treated as a corporation for U.S. federal income tax or state tax purposes, then the amount available for distribution by Holdings could be substantially reduced and the value of Dune Common Stock could be adversely affected.

An entity that would otherwise be classified as a partnership for U.S. federal income tax purposes (such as Holdings) may nonetheless be treated as, and taxable as, a corporation if it is a “publicly traded partnership” unless an exception to such treatment applies. An entity that would otherwise be classified as a partnership for U.S. federal income tax purposes will be treated as a “publicly traded partnership” if interests in such entity are traded on an established securities market or interests in such entity are readily tradable on a secondary market or the substantial equivalent thereof. If Holdings were determined to be treated as a “publicly traded partnership” (and taxable as a corporation) for U.S. federal income tax purposes, Holdings would be taxable on its income at the U.S. federal income tax rates applicable to corporations and distributions by Holdings to its members (including Dune) could be taxable as dividends to such members to the extent of the earnings and profits of Holdings. Pursuant to the Holdings LLCA, the Sellers, upon becoming holders of Holdings Common Units at the Closing, may, from time to time, subject to the terms of the Holdings LLCA, exchange their interests in Holdings and have such interests redeemed by Holdings for cash or Dune Class A Common Stock. While such exchanges could be treated as trading in the interests of Holdings for purposes of testing “publicly traded partnership” status, the Holdings LLCA requires Dune to impose restrictions on exchanges that Dune determines to be necessary or advisable so that Holdings is not treated as a “publicly traded partnership” for U.S. federal income tax purposes. Accordingly, while such position is not free from doubt, Holdings is expected to be operated such that it is not treated as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes and we intend to take the position that Holdings is not so treated as a result of exchanges of its interests pursuant to the Holdings LLCA.

Dune will be a holding company and its only material asset after completion of the Business Combination will be its interest in Holdings, and it is accordingly dependent upon distributions made by Holdings to pay dividends, taxes, and other expenses.

Upon completion of the Business Combination, Dune will be a holding company with no material assets other than its Holdings Common Units. As a result, Dune will have no independent means of generating revenue or cash flow. Dune’s ability to pay dividends, taxes, and other expenses will depend on the financial results and cash flows of Holdings and its subsidiaries and the distributions Dune receives from Holdings. Deterioration in the financial condition, earnings or cash flow of Holdings and its subsidiaries for any reason could limit or impair Dune’s ability to pay such distributions. Additionally, to the extent that Dune needs funds and Holdings is restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or Holdings is otherwise unable to provide such funds, it could materially adversely affect Dune’s liquidity and financial condition.

Subject to the discussion herein, Holdings will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of Holdings Common Units. Accordingly, Dune will be required to pay income taxes on its allocable share of any net taxable income of Holdings. Under the terms of the Holdings LLCA, Holdings

is obligated to make tax distributions to holders of the Holdings Common Units (including Dune) calculated at certain assumed tax rates. In addition to tax expenses, Dune will also incur expenses related to its operations, some of which will be reimbursed by Holdings. Dune intends to cause Holdings to make ordinary distributions and tax distributions to holders of Holdings Common Units on a pro rata basis in amounts sufficient to cover all applicable taxes, relevant operating expenses, and dividends, if any, declared by Dune. However, as discussed above, Holdings’ ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, retention of amounts necessary to satisfy the obligations of Holdings and its subsidiaries and restrictions on distributions that would violate any applicable restrictions contained in Holdings’ or its subsidiaries’ debt agreements, or any applicable law, or that would have the effect of rendering Holdings or a subsidiary insolvent.

Additionally, although Holdings and its subsidiaries generally will not be subject to any entity-level U.S. federal income tax, they may be liable for audit adjustments to prior year tax returns, absent an election to the contrary. In the event Holdings’ calculations of taxable income are incorrect, Holdings, its subsidiaries and/or their respective owners, including Dune, in later years may be subject to material liabilities as a result of such audits.

Delaware law and provisions in New Global’s certificate of incorporation and bylaws could make a takeover proposal more difficult.

If the Business Combination is consummated, New Global’s organizational documents will be governed by Delaware law. Certain provisions of Delaware law and of the Proposed Charter and New Global Bylaws could discourage, delay, defer or prevent a merger, tender offer, proxy contest or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of Dune Class A Common Stock held by the New Global stockholders. These provisions provide for, among other things:

•        the ability of the New Global Board to issue one or more series of preferred stock;

•        certain limitations on convening special stockholder meetings; and

•        advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at New Global’s annual meetings.

These anti-takeover provisions as well as certain provisions of Delaware law could make it more difficult for a third party to acquire New Global, even if the third party’s offer may be considered beneficial by many of the New Global stockholders. As a result, the New Global stockholders may be limited in their ability to obtain a premium for their shares. If prospective takeovers are not consummated for any reason, New Global may experience negative reactions from the financial markets, including negative impacts on the price of New Global Common Stock. These provisions could also discourage proxy contests and make it more difficult for the New Global stockholders to elect directors of their choosing and to cause New Global to take other corporate actions that the New Global stockholders desire. See “Description of New Global Securities.”

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with us and New Global.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the

warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New Global, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board.

We have not registered the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis. If the issuance of the shares upon exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

We have not registered the Dune Class A Common Stock issuable upon exercise of the warrants under the Securities Act or any state securities laws. However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement for the registration under the Securities Act of the Dune Class A Common Stock issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

If the Dune Class A Common Stock issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act or another exemption. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of common stock included in the units. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were initially offered by us in this offering. However, there may be instances in which holders of our public warrants may be unable to exercise such public warrants but holders of our private warrants may be able to exercise such private warrants.

If you exercise your public warrants on a “cashless basis,” you will receive fewer shares of common stock from such exercise than if you were to exercise such warrants for cash.

Under the following circumstances, the exercise of the public warrants may be required or permitted to be made on a cashless basis: (i) if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption; (ii) if our Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement; and (iii) if we call the public warrants for redemption, our management will have the option to require all holders who wish to exercise warrants to do so on a cashless basis. In the event of an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number of shares of New Global Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Dune Class A Common Stock underlying the warrants multiplied by the excess of the “fair market value” of our shares of Dune Class A Common Stock (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the shares of Dune Class A Common Stock for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer shares of New Global Common Stock from such exercise than if you were to exercise such warrants for cash.

New Global’s certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings and the federal district courts as the sole and exclusive forum for other types of actions and proceedings, in each case, that may be initiated by New Global’s stockholders, which could limit New Global’s stockholders’ ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with New Global or New Global’s directors, officers or other employees.

If the Business Combination is consummated, New Global’s certificate of incorporation will provide that, unless New Global consents to the selection of an alternative forum, any (i) derivative action or proceeding brought on behalf of New Global; (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of New Global to New Global or New Global’s stockholders; (iii) action asserting a claim against New Global or any director or officer arising pursuant to any provision of the DGCL or New Global’s certificate of incorporation or New Global’s Bylaws; or (iv) action asserting a claim against New Global or any director or officer of New Global governed by the internal affairs doctrine, shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware (the “Chancery Court”) or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware. Subject to the foregoing, the federal district courts of the United States are the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action under the Securities Act. The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act. Any person or entity purchasing or otherwise acquiring an interest in any shares of New Global Common Stock shall be deemed to have notice of and to have consented to the forum provisions in New Global’s certificate of incorporation. These choice-of-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that he, she or it believes to be favorable for disputes with New Global or New Global’s directors, officers or other employees, which may discourage such lawsuits. Notwithstanding the foregoing, the Proposed Charter will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Alternatively, if a court were to find these provisions of New Global’s certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, New Global may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect New Global’s business, financial condition and results of operations and result in a diversion of the time and resources of the New Global Board and management.

Even though the Dune Board obtained and considered the fairness opinion provided by Newbridge, its independent financial advisor, as one of a number of factors considered in the Dune Board’s evaluation of the proposed Business Combination, the information provided to Newbridge and to Dune about Global Hydrogen was illustrative in nature, is not based on actual or historical information, and is subject to a variety of assumptions, risks and contingencies, known and unknown, particularly in view of Global Hydrogen’s not yet having commenced business operations or developed plans to execute its anticipated business lines. Consequently, the Dune Board may not have valued Global Hydrogen correctly and no assurance can be given that the price Dune is paying for Global Hydrogen is fair, from a financial point of view, to Dune and its stockholders.

As described elsewhere in this proxy statement, the Dune Board considered a number of factors, positive and negative, in its decision-making process regarding the proposed Business Combination with Global Hydrogen, one of which was the opinion as to the fairness, from a financial point of view, of the aggregate consideration to be paid to the Sellers in the proposed Business Combination to Dune and its unaffiliated stockholders, that was provided to the Dune Board by Newbridge. Newbridge specializes in business valuation practices and intangible assets and was selected by Dune to be engaged as Dune’s financial advisor for purposes of providing an opinion based on Newbridge’s experience and ability to complete the assignment in a timely manner. As compensation for Newbridge’s services in connection with the rendering of its opinion to the Dune Board, Dune agreed to pay Newbridge a fee of $75,000. $15,000 of the fee was paid as a retainer, $30,000 was paid upon delivery of the opinion, and the remaining $30,000 of which is payable upon consummation of the Business Combination. No portion of Newbridge’s fee is refundable or contingent upon the conclusion reached in its opinion. In preparing its opinion, Newbridge assumed and relied upon the accuracy and completeness of certain financial and other information that was provided to Newbridge by Global Hydrogen’s management, as well as publicly available information about guidelines public companies used for purposes of Newbridge’s analysis; all of the information supplied or otherwise made available to, discussed with, or reviewed by Newbridge, was relied upon by Newbridge without any independent verification of such information (which assumed no responsibility or liability for any independent verification of such information). Among the information provided to and utilized by Newbridge in connection with its analyses relating to its review of the proposed Business Combination were certain Global Hydrogen management forecasts, which were purely illustrative in nature and related entirely to business lines and business operations that Global Hydrogen has not, to date, yet established or pursued, and which incorporate a variety of assumptions related to the potential future value that may be associated with Global Hydrogen and its potential future business activities, none of which assumptions or the information underlying such assumptions is based upon or tied to any current or historical facts or information about Global Hydrogen, which has not yet commenced business operations. These assumptions and the Global Hydrogen management forecasts provided to Newbridge, as further described in the section of this proxy statement titled “The Business Combination Proposal — Certain Projected Financial Information,” are illustrative in nature and subject to numerous risks and contingencies, known and unknown, many of which are not in Dune’s or Global Hydrogen’s control and cannot be predicted in advance, particularly as Global Hydrogen has not yet commenced business operations. The Global Hydrogen management forecasts provided to Newbridge were not detailed financial projections maintained by Global Hydrogen in the ordinary course. Furthermore, all of the information and assumptions contained in such Global Hydrogen management forecasts are illustrative in nature, subject to multiple interpretations and are dependent entirely on numerous assumptions about a business and lines of business that do not yet exist and a variety of events and circumstances that may or may not occur and are not intended to constitute and should not be construed to represent predictions, projections or estimates of Global Hydrogen’s future business or its prospects, and they are not tied to actual or historical information about Global Hydrogen.

The Dune Board reviewed and considered the fairness opinion and analyses provided by Newbridge to the Dune Board and also considered a number of factors, uncertainty and risks, including, but not limited to, those discussed under “The Business Combination Proposal — Dune’s Board of Directors’ Reasons for Recommending the Business Combination,” in reaching a determination to proceed with the proposed Business Combination with Global Hydrogen. The Dune Board also reviewed the Global Hydrogen management financial statements described in the “The Business Combination Proposal — Background of the Business Combination” section and the results of

due diligence as part of its decision-making process. However, despite these efforts, there is no assurance that Dune’s Board and the due diligence and analyses carried out by or on behalf of Dune revealed all material risks that may be present with regard to Global Hydrogen. Furthermore, the potential future value of Global Hydrogen is particularly challenging to estimate given that Global Hydrogen has not yet commenced business operations and may, if and as it proceeds with its proposed business activities, encounter unforeseen risks and challenges and may change its plans from time to time and over time. Moreover, Dune’s valuation of Global Hydrogen in itself is highly dependent on, among others, the risk factors set forth in this proxy statement, as well as the achievability by of its business plans and the viability of those plans, among other factors, all of which are subject to considerable uncertainty. Accordingly, New Global’s performance and profitability may be materially adversely affected should Global Hydrogen’s actual business lines and its results therefrom differ in substantial part from the information provided by Global Hydrogen to Dune and relied upon by Dune and its advisors in the Dune Board’s due diligence as well as upon which the fairness opinion’s valuation was based in part. Investors, accordingly, will be relying solely on the judgment of the Dune Board in valuing Global Hydrogen, and the Dune Board may not have had all information relevant to Global Hydrogen available to it, or otherwise may not have properly valued such lines of business.

The Dune Board believes that because of the professional experience and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders and that Global Hydrogen’s fair market value was at least 80% of the value of the Trust Account (excluding taxes payable on the income earned on the Trust Account). Accordingly, investors will be relying solely on the judgment of the Dune Board in valuing Global Hydrogen, and the Dune Board may not have properly valued Global Hydrogen. As a result, the terms may not be fair from a financial point of view to the public stockholders of Dune. The reliance on the illustrative nature of the Dune management analyses and the fact that Global Hydrogen has not yet commenced operations with respect to its proposed business lines may also cause an increased number of Dune stockholders to vote against the Business Combination or demand redemption of their shares of Dune, which could potentially impact Dune’s ability to consummate the Business Combination. For information about the standards used by the Dune Board in evaluating the Purchase Agreement and proposed Business Combination with Global Hydrogen, as further described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Global Hydrogen.”

Whether a redemption of Dune Class A Common Stock in connection with the Business Combination will be treated as a sale of such Dune Class A Common Stock for U.S. federal income tax purposes will depend on a stockholder’s specific facts.

The U.S. federal income tax treatment of a redemption of Dune Class A Common Stock in connection with the Business Combination will depend on whether the redemption is treated as a sale of such Dune Class A Common Stock for U.S. federal income tax purposes, which will depend largely on the total number of shares of our stock treated as held by the stockholder electing to redeem Dune Class A Common Stock (including any shares of stock constructively owned by the holder as a result of owning private placement warrants or public warrants or otherwise) relative to all shares of our stock outstanding both before and after the redemption. If such redemption is not treated as a sale of Dune Class A Common Stock for U.S. federal income tax purposes, the redemption will instead be treated as a corporate distribution of cash from us. For more information about the U.S. federal income tax treatment of the redemption of Dune Class A Common Stock, see the section below entitled “Material U.S. Federal Income Tax Considerations of the Redemptions to Holders of Dune Class A Common Stock — Redemption of Dune Class A Common Stock — U.S. Holders” or “Material U.S. Federal Income Tax Considerations of the Redemptions to Holders of Dune Class A Common Stock — Redemption of Dune Class A Common Stock — Non-U.S. Holders,” as applicable.

The only principal asset of New Global following the Business Combination will be its equity interest in Global Hydrogen and accordingly, it will depend on distributions from Global Hydrogen to pay taxes and expenses.

Upon consummation of the Business Combination, New Global will be a holding company and will have no material assets other than its equity interests in Global Hydrogen. New Global is not expected to have independent means of generating revenue or cash flow, and its ability to pay its taxes and operating expenses, as well as dividends in the future, if any, will be dependent upon the financial results and cash flows of Global Hydrogen. There can be no assurance that Global Hydrogen will generate sufficient cash flow to distribute funds to New Global, or that applicable law and contractual restrictions, including negative covenants under any debt instruments, if applicable, will permit such distributions. If Global Hydrogen does not distribute sufficient funds to New Global to pay its taxes or other

liabilities, New Global may default on contractual obligations or have to borrow additional funds. In the event that New Global is required to borrow funds, it could materially adversely affect New Global’s liquidity and financial condition and subject it to additional restrictions imposed by lenders.

As a result of plans to expand New Global’s business operations following the Business Combination, including to jurisdictions in which tax laws may not be favorable, New Global’s obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect New Global’s after-tax profitability and financial results.

In the event that New Global’s business expands domestically or internationally following the Business Combination, New Global’s effective tax rates may fluctuate widely in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under GAAP, changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect our future effective tax rates include, but are not limited to: (a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) pre-tax operating results of New Global’s business.

Additionally, after the Business Combination, New Global may be subject to significant income, withholding and other tax obligations in the United States and may become subject to taxation in numerous additional U.S. state and local and non-U.S. jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. New Global’s after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of stock-based compensation, (e) changes in the relative amount of earnings subject to tax in the various jurisdictions, (f) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions and (i) the ability to structure business operations in an efficient and competitive manner. Outcomes from audits or examinations by taxing authorities could have an adverse effect on New Global’s after-tax profitability and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with New Global’s intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If New Global does not prevail in any such disagreements, New Global’s profitability may be affected.

New Global’s after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.

If we are unable to complete the Business Combination with Global Hydrogen or another business combination within the Completion Window, we will cease all operations except for the purpose of winding up, dissolving and liquidating. In connection with winding up, we would redeem the public shares and liquidate the Trust Account, in which case, our public stockholders may only receive approximately $10.00 per share and their warrants will expire worthless. In addition, third-parties may bring claims against us and, as a result, the proceeds held in the Trust Account could be reduced, and the per share liquidation price received by our stockholders could be less than $10.00 per share.

Unless we further amend our Current Charter to extend the life of Dune and certain other agreements into which we have entered, if we do not complete an initial business combination by December 22, 2023, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as Dune stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board,

liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In addition, if we fail to complete the Business Combination within the Completion Window, there will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless, unless we amend our Current Charter to extend the life of Dune and certain other agreements into which we have entered.

Dune and Global Hydrogen will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on employees and third parties may have an adverse effect on Dune and Global Hydrogen. These uncertainties may impair Dune’s or Global Hydrogen’s ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the Business Combination, Dune’s or Global Hydrogen’s business could be harmed.

We may waive one or more of the conditions to the Business Combination.

We may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the Business Combination, to the extent permitted by the Current Charter, bylaws and applicable laws. Please see the sections entitled “The Business Combination Proposal — Background of the Business Combination” and “Summary of the Proxy Statement — Conditions to the Completion of the Business Combination” for additional information.

The exercise of our directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Purchase Agreement may result in a conflict of interest when determining whether such changes to the terms of the Purchase Agreement or waivers of conditions are appropriate and in our stockholders’ best interests.

In the period leading up to the Closing, events may occur that, pursuant to the Purchase Agreement, would require us to agree to amend the Purchase Agreement, to consent to certain actions taken by Global Hydrogen or to waive rights that we are entitled to under the Purchase Agreement. Such events could arise because of changes in the course of Global Hydrogen’s businesses, a request by Global Hydrogen to undertake actions that would otherwise be prohibited by the terms of the Purchase Agreement or the occurrence of other events that would have a material adverse effect on Global Hydrogen’s business and would entitle us to terminate the Purchase Agreement. In any of such circumstances, it would be at our discretion, acting through our Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in this proxy statement may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for us and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement, we do not believe there will be any material changes or waivers that our directors and officers would be likely to make after the mailing of this proxy statement. We will circulate a new or amended proxy statement if changes to the terms of the Purchase Agreement would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

We will incur significant transaction and transition costs in connection with the Business Combination.

We have incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and recurring costs in connection with operating as a public company following the consummation of the Business Combination. We may incur additional costs to retain key employees. All expenses incurred in connection with the Purchase Agreement and the transactions contemplated thereby (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of Dune, which will be incurring these fees, expenses and costs.

Dune’s transaction expenses as a result of the Business Combination are currently estimated at approximately $1,500,000.

Members of our Board and management team have significant experience as founders, board members, officers or executives of other companies. As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to consummate the Business Combination.

During the course of their careers, members of our Board and members of our management team have had significant experience as founders, board members, officers or executives of other companies. As a result of their involvement and positions in these companies, certain persons were, are now, or may in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such companies or transactions entered into by such companies. Any such litigation, investigations or other proceedings may negatively affect our reputation, which may impede our ability to complete the Business Combination.

We are an emerging growth company and a “smaller reporting company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

•        restrictions on the nature of our investments; and

•        restrictions on the issuance of securities, each of which may make it difficult for us to complete the Business Combination.

In addition, we may have imposed upon us burdensome requirements, including:

•        registration as an investment company;

•        adoption of a specific form of corporate structure; and

•        reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We do not believe that our principal activities and the Business Combination will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the Trust Agreement, the Trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. An investment in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination (which shall be the Business Combination should it occur); (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the existing governing documents (A) to modify the substance or timing of our obligation to provide holders of our public stockholders the right to have their shares of Dune Class A Common Stock redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the Completion Window or (B) with respect to any other provision relating to the rights of public stockholders; or (iii) absent our completing an initial business combination within the Completion Window, our return of the funds held in the Trust Account to our public stockholders as part of our redemption of the public shares.

If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we have not consummated our initial business combination within the Completion Window, our public stockholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 20% of our common stock issued in the IPO, you (or, if a member of such a group, all of the members of the group in the aggregate) will lose the ability to redeem all such shares in excess of 20% of our common stock issued in the IPO without the prior consent of the Company.

The Current Charter provides that a public stockholder, together with any affiliate of that stockholder or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the shares of common stock included in the units sold in our IPO (the “excess shares”) without the prior consent of the Company. In order to determine whether that stockholder is acting in concert or as a group with another stockholder, the Company will require each public stockholder seeking to exercise redemption rights to certify to the Company whether the stockholder is acting in concert or as a group with any other stockholder. These certifications, together with other public information relating to stock ownership available to the Company at that time, such as Schedule 13D, Schedule 13G and Section 16 filings under the Exchange Act, will be the sole basis on which the Company makes the above-referenced determination. Your inability to redeem any excess shares will reduce your influence over our ability to consummate the Business Combination and you could suffer a material loss on your investment in us if you sell these excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to any excess shares if we consummate the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 20% of the shares sold in our IPO and, in order to dispose of excess shares, would be required to sell your stock in open market transactions, potentially at a loss. We cannot assure you that the value of the excess shares will appreciate over time following the Business Combination or that the market price of our common stock will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge the Company’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.