Sec Form 3 Filing - Matthews Shawn @ HCM II Acquisition Corp. - 2024-08-15

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Matthews Shawn 2. Issuer Name and Ticker or Trading Symbol HCM II Acquisition Corp. [ HCMA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O HCM II ACQUISITION CORP. 100 FIRST, STAMFORD PLACE, SUITE 330 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2024 (Street) STAMFORD, CT06902 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 5,750,000 ( 2 ) I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Matthews Shawn C/O HCM II ACQUISITION CORP. 100 FIRST STAMFORD PLACE, SUITE 330 STAMFORD, CT06902 X Chairman and CEO HCM Investor Holdings II, LLC C/O HCM INVESTOR HOLDINGS II, LLC 100 FIRST STAMFORD PLACE, SUITE 330 STAMFORD, CT06902 X Signatures /s/ Shawn Matthews 08/15/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the registrant's registration statement on Form S-1 under the heading "Description of Securities-Founder Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date. ( 2 )These shares of Class B common stock are held directly by HCM Investor Holdings II, LLC (the "Sponsor"), acquired pursuant to a subscription agreement dated as of April 4, 2024 by and among the Sponsor and the registrant. Shawn Matthews, the Chairman and Chief Executive Officer of the registrant, is the sole managing member of the Sponsor. Mr. Matthews has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. These shares include an aggregate of 750,000 shares that are subject to forfeiture to the extent that the underwriters do not exercise their over-allotment option in connection with the registrant's initial public offering in full. Mr. Matthews disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.

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 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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