Shawn Matthews - Aug 15, 2024 Form 3 Insider Report for HCM II Acquisition Corp. (HCMA)

Role: Chairman and CEO, 10%+ Owner
Signature: /s/ Shawn Matthews
Stock symbol: HCMA
Transactions as of: Aug 15, 2024
Transactions value $: $0
Form type: 3
Date filed: 8/15/2024, 05:31 PM
Previous filing: Mar 22, 2024
Next filing: Aug 20, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	HCMA	Class B Common Stock							Aug 15, 2024	Class A Common Stock	5.75M		See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.