Dune Acquisition Holdings II LLC - 06 May 2025 Form 3 Insider Report for Dune Acquisition Corp II (IPOD)

Role: Director, 10%+ Owner
Signature: /s/ Carter Glatt, for Dune Acquisition Holdings II LLC
Issuer symbol: IPOD
Transactions as of: 06 May 2025
Net transactions value: $0
Form type: 3
Filing time: 06 May 2025, 20:41:56 UTC
SEC: View on sec.gov

Reporting Owners (2)

Name	Relationship	Address	Signature	Signature date	CIK
Dune Acquisition Holdings II LLC	Director, 10%+ Owner	C/O DUNE ACQUISITION CORPORATION II, 700 S. ROSEMARY AVENUE, SUITE 204, WEST PALM BEACH	/s/ Carter Glatt, for Dune Acquisition Holdings II LLC	06 May 2025	0002061420
Glatt Carter	Officer, Director, 10%+ Owner	C/O DUNE ACQUISITION CORPORATION II, 700 S. ROSEMARY AVENUE, SUITE 204, WEST PALM BEACH	/s/ Carter Glatt	06 May 2025	0001823250

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	IPOD	Class B Ordinary Shares							06 May 2025	Class A Ordinary Shares	5,750,000		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-285639) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 750,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.
F2	Dune Acquisition Holdings II LLC is the record holder of the securities reported herein. Carter Glatt is the managing member of Dune Acquisition Holdings II LLC and has voting and investment discretion with respect to the securities held of record by Dune Acquisition Holdings II LLC. Mr. Glatt disclaims any beneficial ownership of the securities held by Dune Acquisition Holdings II LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Content

The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-285639) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 750,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

Dune Acquisition Holdings II LLC is the record holder of the securities reported herein. Carter Glatt is the managing member of Dune Acquisition Holdings II LLC and has voting and investment discretion with respect to the securities held of record by Dune Acquisition Holdings II LLC. Mr. Glatt disclaims any beneficial ownership of the securities held by Dune Acquisition Holdings II LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.