SEC Form 4
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HCM Acquisition Corp [ HCMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/20/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Class A Ordinary Shares | 03/20/2024 | J | 1,250,000 | D | (1) | 8,737,500 | I | See Footnote(1) | ||
| Class A Ordinary Shares | 03/20/2024 | J | 8,737,500 | D | (2)(3) | 0 | I | See Footnote(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Private Placement Warrants | (4) | 03/20/2024 | D | 10,500,000 | (4) | (4) | Class A Ordinary Shares | 10,500,000 | (5) | 0 | I | See Footnote(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. HCM Investor Holdings, LLC (the "Sponsor") delivered 1,250,000 class A ordinary shares to certain vendors of Murano Global Investments PLC ("Murano") immediately prior to the closing of the business combination pursuant to that certain Amended & Restated Business Combination, dated August 2, 2023, as amended on December 31, 2023 (the "Business Combination Agreement") in exchange for the satisfaction and cancellation of $12,500,000.00 in aggregate principal amount of amounts due from Murano pursuant to the Sponsor Support Agreement, dated August 2, 2023, by and among the Sponsor, holders of the Issuer's Class B ordinary shares, and Murano PV, S.A. de C.V, as amended on December 31, 2023 (the "Sponsor Support Agreement"). |
| 2. The reporting person disposed of all Issuer equity securities effective as of the consummation of the business combination and ceased to be a reporting person with respect to the Issuer. |
| 3. Pursuant to the Business Combination Agreement, each issued and outstanding share of the Issuer's ordinary shares automatically converted into the right to receive Murano ordinary shares on a one-to-one basis upon the consummation of such business combination. |
| 4. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. If the Issuer had not completed its business combination, the Private Placement Warrants would have expired worthless. |
| 5. The Sponsor forfeited its Private Placement Warrants in connection with the closing of the business combination pursuant to the Sponsor Support Agreement. |
| /s/ Shawn Matthews, by James Bond, Attorney-in-Fact | 03/22/2024 | |
| /s/ HCM Investor Holdings, LLC, by James Bond, Attorney-in-Fact | 03/22/2024 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||