As filed with the Securities and Exchange Commission on July 3, 2024
Registration No. 333-280283
Cayman Islands | | | 6770 | | | 98-1785406 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Kevin E. Manz King & Spalding LLP 1185 Avenue of the Americas, 34th Floor New York, NY 10036 (212) 556-2100 (212) 556-2222 — Facsimile | | | Douglas S. Ellenoff Stuart Neuhauser Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 (212) 370-1300 |
Large accelerated filer | | | ☐ | | | | | Accelerated filer | | | ☐ | |
| | | | | | | | |||||
Non-accelerated filer | | | ☒ | | | | | Smaller reporting company | | | ☒ | |
| | | | | | | | |||||
| | | | | | Emerging growth company | | | ☒ |
Item 13. | Other Expenses of Issuance and Distribution. |
Legal fees and expenses | | | 350,000 |
Printing and engraving expenses | | | 40,000 |
Trustee fees and expenses | | | 40,000 |
Accounting fees and expenses | | | 68,000 |
SEC/FINRA expenses | | | 108,307 |
Travel and road show expenses | | | 7,000 |
Nasdaq listing fees | | | 80,000 |
Miscellaneous | | | 56,693 |
Total | | | $750,000 |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
Exhibit No. | | | Description |
| | Form of Underwriting Agreement. | |
| | Memorandum and Articles of Association. | |
| | Form of Amended and Restated Memorandum and Articles of Association. | |
| | Specimen Unit Certificate. | |
| | Specimen Ordinary Share Certificate. | |
| | Specimen Warrant Certificate (included as an exhibit to Exhibit 4.4). | |
| | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. | |
| | Opinion of King & Spalding LLP. | |
| | Opinion of Maples and Calder (Cayman) LLP, Cayman Islands counsel to the Registrant. | |
| | Form of Letter Agreement among the Registrant, HCM Investor Holdings II, LLC and each of the officers and directors of the Registrant. | |
| | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. | |
| | Form of Registration Rights Agreement among the Registrant, HCM Investor Holdings II, LLC and the Holders signatory thereto. | |
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and HCM Investor Holdings II, LLC. | |
| | Form of Private Placement Warrants Purchase Agreement between the Registrant and Cantor Fitzgerald & Co. | |
| | Form of Indemnity Agreement. | |
| | Promissory Note, dated April 4, 2024, issued to HCM Investor Holdings II, LLC. | |
| | Securities Subscription Agreement, dated April 4, 2024, between HCM Investor Holdings II, LLC and the Registrant. | |
| | Form of Administrative Services Agreement. | |
| | Form of Code of Ethics. | |
| | Consent of Withum Smith+Brown, PC. | |
| | Consent of Ellenoff Grossman & Schole LLP (included on Exhibit 5.1). | |
| | Consent of Maples and Calder (Cayman) LLP (included on Exhibit 5.2). | |
| | Power of Attorney (included on the signature page of the initial filing). | |
| | Audit Committee Charter. | |
| | Compensation Committee Charter. | |
| | Consent of Andrew Brenner to be named as director nominee. | |
| | Consent of Michael J. Connor to be named as director nominee. | |
| | Consent of Jacob Loveless to be named as director nominee. | |
| | Filing Fee Table. |
* | Filed previously. |
** | To be filed. |
† | Filed herewith. |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. |
(b) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(c) | The undersigned registrant hereby undertakes that: |
(1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | For the purpose of determining liability under the Securities Act of 1933 of any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(4) | For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant; |
(iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| | HCM II Acquisition Corp. | ||||
| | | | |||
| | By: | | | /s/ Shawn Matthews | |
| | Name: | | | Shawn Matthews | |
| | Title: | | | Chief Executive Officer |
Name | | | Position | | | Date |
| | | | |||
/s/ Shawn Matthews | | | Chief Executive Officer and Chairman (principal executive officer) | | | July 3, 2024 |
Shawn Matthews | | |||||
| | | | |||
/s/ Steven Bischoff | | | Chief Financial Officer (principal financial and accounting officer) | | | July 3, 2024 |
Steven Bischoff | |
| | By: | | | /s/ Shawn Matthews | |
| | Name: | | | Shawn Matthews | |
| | Title: | | | Chief Executive Officer |
We use cookies on this site to provide a more responsive and personalized service. Continuing to browse, clicking I Agree, or closing this banner indicates agreement. See our Cookie Policy for more information.