0001140361-24-038579.txt : 20240826 0001140361-24-038579.hdr.sgml : 20240826 20240826164609 ACCESSION NUMBER: 0001140361-24-038579 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240826 DATE AS OF CHANGE: 20240826 GROUP MEMBERS: SHAWN MATTHEWS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HCM II Acquisition Corp. CENTRAL INDEX KEY: 0002019804 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 981785406 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-94602 FILM NUMBER: 241242035 BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-930-2200 MAIL ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HCM Investor Holdings II, LLC CENTRAL INDEX KEY: 0002019800 ORGANIZATION NAME: IRS NUMBER: 981785498 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-930-2200 MAIL ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 SC 13G 1 ef20034806_sc13g.htm SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HCM II Acquisition Corp.
(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)

G43658 114 (CUSIP Number)

August 19, 2024
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☒
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G43658 114
1
NAMES OF REPORTING PERSONS
 
 
HCM Investor Holdings II, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
5,750,000 (1)
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
5,750,000 (1)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,750,000 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
20%(1)(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

1
NAMES OF REPORTING PERSONS
 
 
Shawn Matthews
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
5,750,000 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
5,750,000 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,750,000 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
20%(1)(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

(1)
See Item 4. Represents Class B ordinary shares, which will automatically convert into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination, as more fully described under the heading “Description of Securities” in the Issuer’s registration statement on Form S-1 (File No. 333-280283).
(2)
Based on 28,750,000 ordinary shares issued and outstanding as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on August 15, 2024 and assuming the conversion of all the Class B ordinary shares held by HCM Investor Holdings II, LLC.

Item 1(a).
Name of Issuer

HCM II Acquisition Corp. (the “Issuer”)

Item 1(b).
Address of the Issuer’s Principal Executive Offices

100 First Stamford Place, Suite 330
Stamford, CT 06902

Item 2(a).
Names of Persons Filing

HCM Investor Holdings II, LLC and Shawn Matthews (the “Reporting Persons”)

Item 2(b).
Address of the Principal Business Office, or if none, Residence:

100 First Stamford Place, Suite 330
Stamford, CT 06902

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.

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.

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.
Ownership

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 on August 15, 2024 and assuming the conversion of all the Class B ordinary shares held by HCM Investor Holdings II, LLC.

HCM Investor Holdings II, LLC is the record holder of the shares reported herein. Shawn Matthews is the managing member of HCM Investor Holdings II, LLC. Consequently, he may be deemed the beneficial owner of the shares held by HCM Investor Holdings II, LLC and has voting and dispositive control over such securities.

Item 5.
Ownership of Five Percent or Less of a Class

Not Applicable

Item 6.
Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.
Identification and Classification of Members of the Group

Not Applicable

Item 9.
Notice of Dissolution of Group

Not Applicable

Item 10.
Certification

Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: August 26, 2024
  
 
HCM INVESTOR HOLDINGS II, LLC
   
 
By:
/s/ Shawn Matthews
 
Name:
Shawn Matthews
 
Title:
Managing Member
     
 
/s/ Shawn Matthews
 
Shawn Matthews

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)