SC 13G: HCM II Acquisition Corp.

AI Summary

SC 13G filing by HCM II Acquisition Corp..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.0001 — er) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securitie

Filing Documents

• ef20034806_sc13g.htm (SC 13G) — 78KB
• 0001140361-24-038579.txt ( ) — 80KB

(a)

Item 1(a). Name of Issuer HCM II Acquisition Corp. (the "Issuer")

(b)

Item 1(b). Address of the Issuer's Principal Executive Offices 100 First Stamford Place, Suite 330 Stamford, CT 06902

(a)

Item 2(a). Names of Persons Filing HCM Investor Holdings II, LLC and Shawn Matthews (the "Reporting Persons")

(b)

Item 2(b). Address of the Principal Business Office, or if none, Residence: 100 First Stamford Place, Suite 330 Stamford, CT 06902

(c)

Item 2(c). Citizenship HCM Investor Holdings II, LLC is a limited liability company formed under the laws of the Cayman Islands. Shawn Matthews is a citizen of the United States of America.

(d)

Item 2(d). Title of Class of Securities Class A ordinary shares, $0.0001 par value per share. The Class A ordinary shares are the class of ordinary shares the Issuer registered pursuant to the Act. The Reporting Persons own Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination (the "Business Combination") on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public stockholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Issuer in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of loans made to the Issuer, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis.

(e)

Item 2(e). CUSIP Number G43658 114 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) Broker or Dealer registered under Section 15 of the Exchange Act. (b) Bank as defined in Section 3(a)(b) or the Exchange Act. (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) Investment company registered under Section 8 of the Investment Company Act. (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act. (j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). Not applicable Item 4. The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference. As of August 19, 2024, the Reporting Persons may be deemed to beneficially own 5,750,000 of the Issuer's Class B ordinary shares, representing 20% of the total ordinary shares issued and outstanding and assuming the conversion of all the Class B ordinary shares of the Reporting Persons. The Class B ordinary shares are automatically convertible into the Issuer's Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-280283). The percentage of the Class B ordinary shares held by the Reporting Persons is based on 28,750,000 ordinary shares issued and outstanding as reported in the Issuer's prospectus filed with the Securities and Exchange Commission

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