Dune Acquisition Corp II

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Quarterly Report. For additional risks relating to our operations, see the section titled “Risk Factors” contained in our final prospectus for the Initial Public Offering filed with the SEC on May 8, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus for the Initial Public Offering filed with the SEC, except as set forth below or as we may disclose from time to time in our future filings with the SEC:

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. As disclosed in other filings, one example involves a case originally filed in August 2020 in which dMY Technology Group, Inc. and dMY Sponsor, LLC (collectively “dMY”) filed an action in New York State court against Carter Glatt, our Chief Executive Officer, and Captains Neck Holdings, LLC, owned by Mr. Glatt. That case is ongoing and in addition to denying all claims made asserted by plaintiffs, Mr. Glatt and Captain's Neck are pursuing counterclaims that include claims for fraudulent misrepresentation, breach of contract, conversion, and unjust enrichment against Harry L. You, the former Chairman of dMY Technology, Niccolo de Masi, the former CEO of dMY Technology, and Rush Street Interactive (fka dMY Technology Group).

In addition, on July 25, 2025, Captains Neck Holdings LLC filed a separate lawsuit in New York State Court (Index No. 654422/2025) alleging the improper fraudulent conveyance of Captains Neck’s shares held by dMY to the benefit of 52 named defendants, including defendants Harry L. You, Niccolo de Masi, and 50 other recipients. On August 20, 2025, Defendants Harry L. You and Niccolo de Masi submitted a Motion to Stay the case on behalf of all named defendants arguing its relatedness to the case ongoing since 2020. On November 3, 2025, Captains Neck filed an Opposition to the Motion to Stay arguing the fraudulent conveyance is pursuing different claims and names 50 different defendants not involved in the previously filed litigation. Captains Neck argued that if the Court was inclined to issue a Stay, it should only do so on condition that Harry L. You and Niccolo de Masi, the moving defendants seeking the Stay, be required to post an undertaking for approximately $9.1mm, the value of the shares that were fraudulently transferred plus applicable pre-judgement interest since the date of improper transfer. On November 5, 2025, 3 separate groups of named parties filed motions to dismiss the claims.

While these ongoing cases do not represent any material risk to our business, they, like any other litigation unrelated to our business affairs that involves members of our management, could be detrimental to our reputation and could indirectly negatively affect our business going forward.