Sec Form 4 Filing - Matthews Shawn @ HCM II Acquisition Corp. - 2024-08-19

FORM 4 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) X __ 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) 08/19/2024 (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 Ordinary Shares ( 1 ) 08/19/2024 J( 2 ) 75,000 ( 1 ) ( 1 ) Class A Ordinary Shares 75,000 $ 0.004 5,675,000 I See Footnote ( 3 )

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 X Chairman and CEO HCM Investor Holdings II, LLC C/O HCM II ACQUISITION CORP 100 FIRST STAMFORD PLACE, SUITE 330 STAMFORD, CT06902 X Signatures /s/ Shawn Matthews 08/20/2024 Signature of Reporting Person Date /s/ HCM Investor Holdings, II LLC 08/20/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B ordinary shares are automatically convertible into the shares of 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 pursuant to certain anti-dilution rights, and have no expiration date. ( 2 )In connection with the Issuer's initial public offering and the appointment of Messrs. Andrew Brenner, Michael Connor, and Jacob Loveless to the Issuer's Board of Directors, HCM Investor Holdings II, LLC (the "Sponsor") assigned 25,000 Class B ordinary shares to each of Messrs. Andrew Brenner, Michael Connor, and Jacob Loveless. ( 3 )These Class B ordinary shares are held directly by the Sponsor, acquired pursuant to a subscription agreement dated as of April 4, 2024 by and among the Sponsor and the registrant and a share capitalization authorized by the SPAC on April 4, 2024. Shawn Matthews, the Chairman and Chief Executive Officer of the registrant, is the 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. 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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