Dune Acquisition (IPOD) CEO lists 4,475,000 sponsor founder shares

Rhea-AI Filing Summary

Dune Acquisition Corp reports its CEO and CFO, Elliot Richmond, as a 10% owner through sponsor-held founder shares. A Form 3 shows indirect beneficial ownership of 4,475,000 Class B ordinary shares via Collective Acquisition Sponsor LLC, where Richmond is managing member and has voting and investment discretion.

The Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination, or earlier at the holder’s option, subject to adjustments. Richmond disclaims beneficial ownership beyond any pecuniary interest in the sponsor-held securities.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Richmond Elliot

(Last) (First) (Middle)

C/O DUNE ACQUISITION CORPORATION II

12955 BISCAYNE BLVD, STE 200 PMB 616

(Street)

MIAMI FL 33181

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2026

3. Issuer Name and Ticker or Trading Symbol
Dune Acquisition Corp II [ IPOD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	4,475,000	(1)	I(2)	See footnote(2)

Explanation of Responses:

1. As described in Dune Acquisition Corporation II's (the "Issuer") Registration Statement on Form S-1 (File No. 333-285639), under the heading "Description of Securities - Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the Issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments.

2. Collective Acquisition Sponsor LLC (the "Sponsor") is the record holder of the securities reported herein. Elliot Richmond is the managing member of the Sponsor and has voting and investment discretion with respect to the reported securities held of record by the Sponsor. Mr. Richmond disclaims any beneficial ownership of the reported securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ Elliot Richmond	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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FAQ

What does Dune Acquisition Corp (IPOD) disclose in this Form 3?

The Form 3 discloses that CEO and CFO Elliot Richmond is a 10% owner through 4,475,000 Class B ordinary shares held indirectly via Collective Acquisition Sponsor LLC. These founder shares are reported as indirect beneficial ownership, reflecting his role in the sponsor entity.

How many Dune Acquisition Corp (IPOD) shares are reported by the CEO?

The filing reports 4,475,000 Class B ordinary shares beneficially owned indirectly. These shares are held of record by Collective Acquisition Sponsor LLC, not personally by Elliot Richmond, and represent founder shares tied to the sponsor’s interest in Dune Acquisition Corp II.

How will Dune Acquisition Corp (IPOD) Class B founder shares convert?

The Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis at the time of Dune Acquisition Corp II’s initial business combination, or earlier at the holder’s option, with the conversion ratio subject to certain adjustments described in the S-1 registration statement.

Who is the record holder of the reported Dune Acquisition Corp (IPOD) shares?

Collective Acquisition Sponsor LLC is the record holder of the 4,475,000 Class B ordinary shares. Elliot Richmond is the managing member of this sponsor entity and has voting and investment discretion over the securities held of record by the sponsor on behalf of Dune Acquisition Corp II.

Does Elliot Richmond fully own the Dune Acquisition Corp (IPOD) sponsor shares?

Elliot Richmond disclaims beneficial ownership of the sponsor-held shares except for any pecuniary interest. The shares are owned of record by Collective Acquisition Sponsor LLC, with Richmond’s interest limited to his economic stake, despite his voting and investment discretion as managing member.

What role does Elliot Richmond hold at Dune Acquisition Corp (IPOD)?

Elliot Richmond serves as both CEO and CFO of Dune Acquisition Corp and is identified as a 10% owner. His indirect beneficial ownership arises through founder shares held by Collective Acquisition Sponsor LLC, aligning his economic interests with the sponsor’s stake in the SPAC.