Dune Acquisition Corp II S-1

REGISTRATION STATEMENT

MEMORANDUM AND ARTICLES OF ASSOCIATION

SPECIMEN UNIT CERTIFICATE

SPECIMEN ORDINARY SHARE CERTIFICATE

FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

OPINION OF EDELMAN LEGAL ADVISORY PLLC

OPINION OF APPLEBY (CAYMAN) LTD, CAYMAN ISLANDS COUNSEL TO THE REGISTRANT

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, DUNE ACQUISITION HOLDINGS II LLC AND EACH OF THE OFFICERS AND DIRECTORS OF THE REGISTRANT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, DUNE ACQUISITION HOLDINGS II LLC AND THE HOLDERS SIGNATORY THERETO

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND DUNE ACQUISITION HOLDINGS II LLC

FORM OF INDEMNITY AGREEMENT

AMENDED AND RESTATED PROMISSORY NOTE ISSUED TO DUNE ACQUISITION HOLDINGS II LLC

SECURITIES SUBSCRIPTION AGREEMENT BETWEEN DUNE ACQUISITION HOLDINGS II LLC AND THE REGISTRANT

FORM OF ADMINISTRATIVE SERVICES AGREEMENT

FORM OF CODE OF ETHICS

CONSENT OF GRASSI & CO., CPAS, P.C.

AUDIT COMMITTEE CHARTER

COMPENSATION COMMITTEE CHARTER

CONSENT OF MICHAEL CASTALDY

CONSENT OF BEN COATES

CONSENT OF JERON SMITH

CONSENT OF CECIL WHITE III

FILING FEE TABLE

GRAPHIC