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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-31 · 140 added, 1823 removed, 28 unchanged (99% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures

are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to

be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief

Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions,

as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and

with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the

design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the fiscal

year ended December 31, 2024.

Accordingly, Management believes that the financial statement contained elsewhere in this Report present

fairly in all material respects our financial position, results of operations and cash flows for the period presented.

We do not expect that our

disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how

well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the

benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no

evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and

instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

Management’s Annual Report on Internal

Controls over Financial Reporting

This Report does not include

an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging

growth company under the JOBS Act.

Changes in Internal Control over Financial

Not applicable.

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the fiscal year ended December 31, 2025.

Accordingly, Management believes that the financial statement contained elsewhere in this Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Annual Report on Internal Controls over Financial Reporting

This Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Trading Arrangements

During the quarterly period

ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or

terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is

defined in Item 408 (a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Rule 10b5-1 Trading Plans

During the fourth quarter of 2025, none of the Company’s directors or executive officers adopted , modified or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Delaware Certificate of Correction

On March 27, 2026, the Company filed a Certificate of Correction (the “Certificate of Correction”) with the Secretary of State of the State of Delaware in connection with the Company’s Certificate of Incorporation filed on October 23, 2025 (the “Charter”).

The Certificate of Correction was filed to update Article II of the Charter to reflect the correct name and address of the Company’s registered agent.

Other than disclosed herein, no additional changes have been made to the Charter.

The as-corrected text of the Charter is included as Exhibit 3.1 to this Annual Report.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Directors, Executive Officers and

Corporate Governance.

Directors and Executive Officers

As of the date of this Report,

our directors and officers are as follows:

Shawn Matthews

Chief Executive Officer and Chairman of the Board of Directors

Steven Bischoff

Chief Financial Officer, President and Director

Andrew Brenner

Jacob Loveless

The experience of our directors

and executive officers is as follows:

Shawn Matthews

has served as our Chairman of the Board and Chief Executive Officer since our inception.

Matthews is a financial services expert and

entrepreneur with more than 30 years of management experience in public and private corporations.

Since January 2019, Mr.

Matthews founded

and has served as the Chief Investment Officer of Hondius Capital Management, an alternative investment firm.

In such capacity, he is

responsible for the overall success of Hondius Capital Management with a particular focus on managing all firm investments.

2009 until December 2018, Mr.

Matthews served as Chief Executive Officer of Cantor Fitzgerald & Co., a leading financial services

firm, where he was responsible for Cantor Fitzgerald’s risk taking businesses and strategic growth.

Matthews also served as

a member of the Executive Committee of the Cantor Fitzgerald & Co.

from March 2009 until December 2018.

During his tenure at Cantor

Fitzgerald, Mr.

Matthews played a significant role of the growth of the company, with significant revenue and earnings growth during his

In addition, while serving as the Chief Executive Officer of Cantor Fitzgerald, Mr.

Matthews founded and oversaw their sizeable

SPAC business.

Matthews also served on the Board of Directors of Securities Industry and Financial Markets Association (SIFMA) from

January, 2011 through December, 2013.

On January 20, 2022, HCM Acquisition Corp (Nasdaq:

HCMA), raised $287 million in its initial public

offering, led by Mr.

Matthews as Chairman and CEO.

On March 20, 2024, HCM closed its $690 million business combination with Murano Global

Investments, Ltd., a Mexican development company with extensive experience in the structuring, development and assessment of industrial,

residential, corporate office, and hotel projects in Mexico with a vision to create competitive and leading investment vehicles for the

acquisition, consolidation, operation, and development of real estate assets.

Matthews received his Bachelor of Science in Finance

and Economics from the Fairfield University Dolan School of Business and MBA from Hofstra University.

Steven Bischoff ,

has served as our President and Chief Financial Officer since our inception and has served on our board of directors since August 2024.

Bischoff is an Executive Vice President with Atlantic Home Loans, where he is responsible for the company’s strategic planning

and operations.

From 2010 through 2020, Mr.

Bischoff was a Partner at NatAlliance Securities LLC., a broker dealer where he oversaw investment

banking and asset management.

He also served on the board of directors, which was responsible for oversight and the strategic direction

of the business.

Prior to these roles, his career included several senior management positions across trading, risk management, and operations.

From 2003 through 2007, Mr.

Bischoff was employed with Cantor Fitzgerald, where he was hired as the Head of Fixed Income Trading and subsequently

promoted to co-COO of Capital Markets.

From 1999 through 2003, Mr.

Bischoff was employed with GMAC RFC, where he ran all capital markets

trading and risk management.

From 1992 through 1999, Mr.

Bischoff was employed with Amherst Securities, where he was co-Founder and Head

of Trading and Risk Management.

Bischoff served as a director of HCM Acquisition Corp from the date of its initial public offering

on January 20, 2022 until its successful business combination with Murano Global Investments, Ltd.

on March 20, 2024.

We believe that

Bischoff’s extensive experience in the financial services industry and his leadership skillset will be extremely additive as

a member of our board of directors.

Andrew Brenner has

served as a director of HCM II Acquisition Corp since August 2024.

From 2012, Mr.

Brenner has served as Director and Head of International

Fixed Income at Natalliance Securities, a boutique investment firm established in 1997.

During his time at Natalliance Securities, Mr.

Brenner has concurrently held positions of Chairman for the Childrens Cancer Fund from 2004 to 2015 and Patriot Capital from 2008-2018;

Director for Maine Children’s Cancer Fund from 1998 to 2003 and Penn Basketball Board from 2014 to present day;

as well as Treasurer

for the Maine Jewish Museum since 2018.

Prior to these positions, Mr.

Brenner received a Bachelor of Arts in International Economics from

the University of Pennsylvania, and a Master of Business Administration from The Wharton School.

Brenner is CPA certified.

served as a director of HCM II Acquisition Corp since August 2024.

Connor founded ThayerMahan, Inc.

and has since served

as the Chairman and Chief Executive Officer.

Connor has also held the role of Advisor to the Woods Hole Oceanographic Institution

Prior to these roles, Mr.

Connor served in the United States Navy for over 35 years, rising to the rank of Vice Admiral.

his time with the United States Navy, Mr.

Connor served as the Director of the Navy Budget Office’s Ops Division from 2006 to 2008,

Director of the Submarine Warfare Division from 2010 to 2011, and Director of the Warfare Integration’s Navy Staff from 2011 to

Connor also served as the Commander of:

Submarine Squadron 8 from 2003 to 2004, Submarine Squadron 7 from 2008 to 2010, and

the Submarine Forces from 2012 to 2015.

He received a Bachelor of Arts from Bowdoin College in 1980, and his Master of Arts in 2001 from

the United States Naval War College.

Jacob Loveless has

served as a director of HCM II Acquisition Corp since August 2024.

Loveless is Chief Executive Officer of Edgemesh Corporation,

a privately held technology firm he co-founded in 2016.

Additionally, from 2016 to 2019, Mr.

Loveless served as a board director for Perseus

Telecom Ltd., a financial services-focused telecommunications company.

As a board member, Mr.

Loveless had an active role in the company’s

restructuring, growth, and eventual acquisition of the parent company by GTT Communications (NYSE:

GTT) in 2017.

From 2013 to 2016, Mr.

Loveless was the Chief Executive Officer of Lucera Financial Services LLC., a financial services technology firm providing exchange technology

and private global network services to some of Wall Streets’ largest firms.

While at Lucera, Mr.

Loveless led the initial design,

development, and launch of an innovative distributed matching engine (U.S.

Patent 2,0140,172,644).

The global financial services firm

BGC Partners (NASDAQ:

BGCP) acquired Lucera in 2017.

From 2003 to 2013, Mr.

Loveless served in various technology-focused roles at the

financial services firm, Cantor Fitzgerald L.P., where he was a Partner.

From 2002 to 2003, Mr.

Loveless was the Chief Technology Officer

and co-founder of Data Scientific Corporation, whose customers included the U.S.

Department of Defense.

Data Scientific was acquired by

Serena Software (NYSE:

MFGP) in 2006.

From 2001 to 2002, Mr.

Loveless served as the Director of Technology at Appian Corporation (NASDAQ:

APPN), where he worked on large-scale projects for the Department of Defense, including the Army Knowledge Online.

Loveless served

as a director of HCM Acquisition Corp from the date of its initial public offering on January 20, 2022 until its successful business combination

with Murano Global Investments, Ltd.

On March 20, 2024.

Given his extensive experience in the financial services and financial services

technology industries combined with a long history of developing and managing large-scale and cutting-edge technology ventures, we believe

Loveless serves as a valuable addition to the board of directors.

Our management team has a

deep understanding of the complexities of financial services companies as well as the technological requirements to be successful in the

They have in depth knowledge of market structure and operational constraints of current mainstream financial services firms.

knowledge and understanding will be a key asset when identifying a target that might benefit significantly in the future of financial

FinTech businesses require this intimate understanding of how businesses and markets work and how they could be augmented with

technology in order to innovate or make the businesses more efficient.

Family and Close Personal Relationships

No family or close personal

relationships exist between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

Other than as described

above, there are no material proceedings to which any director or executive officer, or any associate of any such director or officer

is a party adverse to our Company, or has a material interest adverse to our Company.

Number and Terms of Office of Officers and

Our board of directors consists

of five (5) members and is divided into three classes with only one class of directors being appointed in each year, and with each class

(except for those directors appointed prior to our first annual general meeting) serving a three-year term.

Prior to the closing of our

initial business combination, only holders of our Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors

or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional

documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a

jurisdiction outside the Cayman Islands).

Holders of our Public Shares will not be entitled to vote on such matters during such time.

These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B Ordinary

Shares may be amended by a special resolution passed by the affirmative vote of the holders of at least 90% (or, where such amendment

is proposed in respect of the consummation of our initial business combination, two-thirds) of the ordinary shares, who, being entitled

to do so, vote in person or by proxy at a general meeting of the company.

In accordance with Nasdaq corporate governance requirements,

we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq.

The term of office of the first class of directors, which consists of Messrs.

Brenner and Connor will expire at our first annual general

The term of office of the second class of directors, which consists of Mr.

Bischoff and Loveless, will expire at the second annual

general meeting.

The term of office of the third class of directors, which consists of Mr.

Matthews will expire at the third annual general

Our officers are appointed by the board of directors

and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized

to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

Director Independence

Nasdaq rules require that

a majority of our board of directors be independent within one year of our Initial Public Offering.

An “independent director”

is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the

listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

We have three “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of the Initial

Public Offering.

Our board of directors has determined that Messrs.

Brenner, Connor and Loveless are “independent directors”

as defined in Nasdaq listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which

only independent directors are present.

Committees of the Board of Directors

Our board of directors has

established two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules, the rules of Nasdaq and

Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

committee operates under a charter that has been approved by our board and has the composition and responsibilities described below.

Audit Committee

Our board of directors has

established an audit committee of the board of directors.

Brenner and Connor and Loveless serve as the members of our audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom

must be independent.

Brenner and Connor and Loveless are each independent.

Brenner serves as the

chairman of the audit committee.

Each member of the audit committee is financially literate and our board of directors has determined

Brenner qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit

committee charter, which details the principal functions of the audit committee, including:

● assisting board oversight of (1) the integrity of our financial statement, (2) our compliance with legal

and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the

performance of our internal audit function and independent registered public accounting firm;

the appointment, compensation, retention,

replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged

● pre-approving all audit and non-audit services to be provided by the independent registered public accounting

firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and

discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm

have with us in order to evaluate their continued independence;

● setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent

registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal

quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental

or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any

steps taken to deal with such issues;

● meeting to review and discuss our annual audited financial statement and quarterly financial statement

with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”;

● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of

Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent registered public accounting firm, and our legal advisors,

as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any

employee complaints or published reports that raise material issues regarding our financial statement or accounting policies and any significant

changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

Our board of directors has

established a compensation committee of our board of directors.

The members of our compensation committee are Messrs.

Brenner, Connor

and Loveless.

Connor serves as chair of the compensation committee.

Under the Nasdaq listing standards and applicable SEC rules, we

are required to have a compensation committee of at least two members, all of whom must be independent.

Brenner, Connor, and Loveless

are each independent.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee,

● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive

officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining

and approving the remuneration (if any) of our chief executive officer’s based on such evaluation

● reviewing and making recommendations to our board of directors with respect to the compensation, and any

incentive compensation and equity based plans that are subject to board approval of all of our other officers;

● reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation equity-based remuneration plans;

● assisting management in complying with our proxy statement and annual report disclosure requirements;

● approving all special perquisites, special cash payments and other special compensation and benefit arrangements

for our executive officers and employees;

● producing a report on executive compensation to be included in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides

that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or

other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee

will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

We have not formally established

any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying

and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge

of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Prior to our initial business combination, holders of our Public Shares do not have the right to recommend director candidates for nomination

to our Board of Directors.

Code of Ethics

We have adopted a code of

ethics applicable to our directors, officers and employees (the “Code of Ethics”).

We have filed a copy of our Code of Ethics

and our Audit Committee and Compensation Committee charters as exhibits to this Report.

Our shareholders are also able to review these

documents by accessing our public filings at the SEC’s website at www.sec.gov .

In addition, a copy of the Code of Ethics

will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our

Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Under Cayman Islands law,

directors and officers owe the following fiduciary duties:

duty to act in good faith in what the director or officer believes to be in

the best interests of the company as a whole;

● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral

● duty to not improperly fetter the exercise of future discretion;

● duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly

as between different sections of shareholders;

● duty not to put themselves in a position in which there is a conflict between their duty to the company

and their personal interests;

● duty to exercise independent judgment.

In addition to the above,

directors also owe a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably

diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same

functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.

Below is a table summarizing

the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:

Entity’s Business

Shawn Matthews

Hondius Capital Management, LP

Investment Management

Chief Investment Officer

Murano Global Investments PLC

Hospitality and Real Estate

Steven Bischoff

Atlantic Home Loans

Investment Management

Executive Vice President

Andrew Brenner

National Alliance Securities

Investment Management

Managing Director

ThayerMahan, Inc.

Technology and Infrastructure

Chief Executive Officer

Jacob Loveless

Edgemesh Corporation

Technology and Infrastructure

Chief Executive Officer

As set out above, directors

have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit

as a result of their position at the expense of the company.

However, in some instances what would otherwise be a breach of this duty

can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.

done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations

or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination

opportunity to such entities.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which

is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary

or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under

Cayman Islands law.

Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law:

(i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to

refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce

any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may

be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach

an existing legal obligation of a director or officer to any other entity.

We do not believe, however, that the fiduciary duties or contractual

obligations of our officers or directors will materially affect our ability to complete our initial business combination.

In addition, our Sponsor and

our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business

or investment ventures during the period in which we are seeking an initial business combination.

As a result, our Sponsor, officers and

directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other

special purpose acquisition company with which they may become involved.

Any such companies, businesses or investments may present additional

conflicts of interest in pursuing an initial business combination target.

However, we do not believe that any such potential conflicts

would materially affect our ability to complete our initial business combination.

Potential investors should also be aware of the following other potential

conflicts of interest:

● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict

of interest in allocating their time between our operations and our search for a business combination and their other businesses.

not intend to have any full-time employees prior to the completion of our initial business combination.

Each of our officers is engaged

in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute

any specific number of hours per week to our affairs.

● Our Initial Shareholders purchased Class B Ordinary Shares prior to the date of the prospectus dated August 15, 2024 and have purchased

Private Placement Warrants in a transaction that closed simultaneously with the closing of that offering.

Our Sponsor, officers and directors

have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their

Class B Ordinary Shares and Public Shares in connection with the completion of our initial business combination.

Additionally, our Sponsor,

officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their Class

B Ordinary Shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled

to liquidating distributions from assets outside the trust account.

If we do not complete our initial business combination within the

prescribed time frame, the Private Placement Warrants will expire worthless.

Furthermore, our Sponsor, officers and directors have agreed

not to transfer, assign or sell any of their Class B Ordinary Shares and any Class A Ordinary Shares issuable upon conversion thereof

until the earlier to occur of:

(i) one year after the completion of our initial business combination or (ii) the date following the completion

of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results

in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Notwithstanding

the foregoing, if the closing price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing

at least 150 days after our initial business combination, the Class B Ordinary Shares will be released from the lockup.

The Private Placement

Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not be transferable until

30 days following the completion of our initial business combination.

Because each of our officers and directors will own ordinary shares

or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate

business with which to effectuate our initial business combination.

● Our officers and directors may have a conflict of interest with respect to evaluating a particular business

combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any

agreement with respect to our initial business combination.

We are not prohibited from

pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors, non-managing sponsor

investors, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers

or directors, or non-managing sponsor investors.

In the event we seek to complete our initial business combination with a company that

is affiliated (as defined in our amended and restated memorandum and articles of association) with our Sponsor, officers or directors,

we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent

entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination

is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

Prior to or in connection

with the completion of our initial business combination, there may be payment by the company to our Sponsor, officers or directors, or

our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to

effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be

paid from funds held outside the trust account.

We cannot assure you that

any of the above mentioned conflicts will be resolved in our favor.

In the event that we submit

our initial business combination to our public shareholders for a vote, our Sponsor, officers and directors have agreed to vote their

Class B Ordinary Shares, and they and the other members of our management team have agreed to vote their Class B Ordinary Shares and any

shares purchased during or after the offering in favor of our initial business combination, aside from shares they may purchase in compliance

with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction.

The non-managing sponsor investors are not required to (i) hold any units, Class A Ordinary Shares or Public Warrants they may purchase

in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A Ordinary Shares they may own at the applicable

time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their Public Shares at the time

of our initial business combination.

The non-managing sponsor investors will have the same rights to the funds held in the trust account

with respect to the Class A Ordinary Shares underlying the units they may purchase in the Initial Public Offering as the rights afforded

to our other public shareholders.

However, if the non-managing sponsor investors purchase all of the units for which they have expressed

to us an interest in purchasing or otherwise hold a substantial number of our units, then the non-managing sponsor investors will potentially

have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their

rights as public shareholders because of their indirect ownership of Class B Ordinary Shares as further discussed in this Report.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not

limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors,

except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification

against willful default, willful neglect, actual fraud or the consequences of committing a crime.

Our amended and restated memorandum

and articles of association will provide that our officers and directors will be indemnified by us to the fullest extent permitted by

law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through

their own actual fraud, willful default or willful neglect.

We expect to purchase a policy of directors’ and officers’ liability

insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances

and insures us against our obligations to indemnify our officers and directors.

Our officers and directors

have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right,

title, interest or claim of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any

kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the

trust account for any reason whatsoever.

Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have

sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our indemnification obligations

may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions

also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action,

if successful, might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment may be adversely affected

to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions,

the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification

for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing

provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities

Act and is therefore unenforceable.

Trading Policies

On March 31, 2025, we

adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by

directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and

regulations, and applicable stock exchange listing standards (the “Insider Trading Policy”).

The foregoing description

of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider

Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

Compensation Recovery and Clawback Policy

Under the Sarbanes-Oxley Act,

in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can

recoup those improper payments from our executive officers.

The SEC has also recently adopted rules that direct national stock exchanges

to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated

its financial results.

On March 31, 2025, our

Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), in order

to comply with the final Clawback rules adopted by the SEC under Rule 10D-1 under the Exchange Act (the “Rule”), and the

listing standards, as set forth in Rule 5608 of the Nasdaq Listing Rules (the “Final Clawback Rules”).

The Clawback Policy provides

for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined

in the Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with

the Final Clawback Rules.

The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise

caused or contributed to the requirement of an accounting restatement.

Under the Clawback Policy, our Board of Directors may recoup from

the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years

preceding the date on which we are required to prepare an accounting restatement.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required under this item is incorporated herein by reference to our proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after December 31, 2025.

EXECUTIVE COMPENSATION

None of our executive officers

or directors have received any cash compensation for services rendered to us.

We are not prohibited from paying any fees (including advisory

fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us

prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if

made prior to the completion of our initial business combination, will be paid from funds held outside the trust account:

● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related

and organizational expenses;

● reimbursement for office space, utilities and secretarial and administrative support made available to

us by our Sponsor or an affiliate thereof, in an amount equal to $15,000 per month;

● Payment of consulting, success or finder fees to our independent directors, advisors, or their respective

affiliates in connection with the consummation of our initial business combination;

● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with

our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes

a market standard for comparable transactions;

● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing

an initial business combination;

● Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers

and directors to finance transaction costs in connection with an intended initial business combination.

Up to $1,500,000 of such loans

may be convertible into Private Placement Warrants of the post-business combination entity at a price of $1.00 per warrant at the option

of the applicable lender.

Such warrants would be identical to the Private Placement Warrants.

Except for the foregoing, the terms of such

loans, if any, have not been determined and no written agreements exist with respect to such loans.

After the completion of our

initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees

from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation

materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination.

not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors

of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid

to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee

constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any

action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination,

although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with

us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions

with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability

of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision

to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for

benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

The following table sets forth

information available to us at March 31, 2025 with respect to our ordinary shares held

● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary

● each of our officers and directors;

● all our officers and directors as a group.

In the table below, percentage

ownership is based on 28,750,000 shares of our Ordinary Shares, consisting of (i) 23,000,000 Class A Ordinary Shares and (ii) 5,750,000

Class B Ordinary Shares, issued and outstanding as of March 10, 2025.

On all matters to be voted upon, except for (i) the election of

directors of the Board and (ii) a vote to continue our Company in a jurisdiction outside the Cayman Islands, holders of the Class A Ordinary

Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law.

Only holders of Class

B Ordinary Shares will have the right to vote on the appointment of directors prior to the completion of our initial Business Combination

and on a vote to continue our Company in a jurisdiction outside of the Cayman Islands.

Currently, all of the Class B Ordinary Shares

are convertible into Class A Ordinary Shares on a one-for-one basis.

Unless otherwise indicated,

we believe that all persons named in the table have shared or sole voting and investment power with respect to all ordinary shares beneficially

owned by them.

The following table does not reflect record or beneficial ownership of the Private Placement Warrants.

Current Ownership

Name and Address of Beneficial Owner(1)

Percentage of

HCM Investor Holdings, LLC(3)

Shawn Matthews(3)

Steven Bischoff

Jacob Loveless(4)

Andrew Brenner(4)

All executive officers and directors as a group (5 individuals)

Unless otherwise noted, the business address of each of the following is c/o HCM II Acquisition Corp., 100 First Stamford Place, Suite 330, Stamford, CT 06902.

Interests shown consist solely of Class B Ordinary Shares, classified as Class B Ordinary Shares.

Such shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment.

HCM Investor Holdings II, LLC, our Sponsor, is the record holder of such shares.

Matthews the sole managing member of HCM Investor Holdings II, LLC and holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor.

Matthews disclaims any beneficial ownership of the securities held by HCM Investor Holdings II, LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Our Sponsor transferred 25,000 founder shares to each of our independent directors at the closing of the Public Offering.

Our Initial Shareholders beneficially

own approximately 20.0% of the issued and outstanding Ordinary Shares.

Prior to the closing of our initial business combination, only

holders of our Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors or continuing the company

in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt

new constitutional documents, in each case, as a result of our approving a transfer by way of continuation to a jurisdiction outside the

Cayman Islands).

Because of this ownership block, our Initial Shareholders may be able to effectively influence the outcome of all other

matters requiring approval by our shareholders, including the appointment of directors or continuing the company in a jurisdiction outside

the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents,

in each case, as a result of our approving a transfer by way of continuation to a jurisdiction outside the Cayman Islands), and approval

of significant corporate transactions including our initial business combination.

Our Sponsor and Cantor Fitzgerald

& Co., the representative of the underwriters, have purchased an aggregate of 6,850,000 Private Placement Warrants, each exercisable

to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $6,850,000 in the aggregate, in a private

placement that occurred simultaneously with the closing of the Initial Public Offering.

Of those 6,850,000 Private Placement Warrants,

our Sponsor has purchased 4,275,000 warrants and Cantor Fitzgerald & Co.

has purchased 2,575,000 warrants.

The non-managing sponsor investors

have indirectly purchased, through the purchase of non-managing sponsor membership interests, an aggregate of 3,500,000 of the 6,850,000

Private Placement Warrants at a price of $1.00 per warrant ($3,500,000 in the aggregate) in a private placement that closed simultaneously

with the closing of the Initial Public Offering.

Such non-managing sponsor investors hold a total of 81.9% of the sponsor’s 4,275,000

Private Placement Warrants.

The sponsor has issued membership interests at a nominal purchase price to the non-managing sponsor investors

reflecting interests in an aggregate of 48.7% of the Class B Ordinary Shares held by the sponsor (or 2,800,000 Class B Ordinary Shares

assuming that the underwriters’ over-allotment option is exercised in full).

The Private Placement Warrants held by the sponsor,

including the Private Placement Warrants represented by the non-managing sponsor investors’ membership interests, are subject to

a lock-up as described in “Principal Shareholders-Restrictions on Transfers of Class B Ordinary Shares and Private Placement Warrants”;

however, the non-managing sponsor investors will not be subject to transfer restrictions or a lock-up agreement on any units (or underlying

Class A Ordinary Shares or warrants) that have purchased in the Initial Public Offering or in the open market.

The Private Placement Warrants

are be identical to the warrants sold in the Initial Public Offering except that, so long as they are held by our Sponsor or its permitted

transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these warrants),

subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial

business combination, (ii) are entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor Fitzgerald

and/or its designees, are not exercisable more than five years from the commencement of sales in the Initial Public Offering

in accordance with FINRA Rule 5110(g)(8).

A portion of the purchase price of the Private Placement Warrants have been added to the proceeds

from the Initial Public Offering held in the trust account such that at the time of closing of the Initial Public Offering $231,150,000

is held in the trust account.

If we do not complete our initial business combination within the Completion Window, the Private Placement

Warrants will expire worthless.

The Private Placement Warrants are subject to the transfer restrictions described below.

HCM Investor Holdings II,

LLC, our Sponsor, and our officers and directors are deemed to be our “promoters” as such term is defined under the federal

securities laws.

Securities Authorized for Issuance under Equity

Compensation Plans

Changes in Control

Certain Relationships and Related

Transactions, and Director Independence.

Founder Shares

On April 8, 2024, the Sponsor

made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which

the Company issued 5,750,000 founders shares to the Sponsor.

Up to 750,000 of the founder shares were subject to forfeiture by the Sponsor

for no consideration depending on the extent to which the underwriters’ over-allotment was exercised.

On August 19, 2024, the underwriters

exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

As such, the 750,000 founder shares

are no longer subject to forfeiture.

On August 19, 2024, our Sponsor transferred 25,000

founder shares to each of our three independent directors at their original purchase price.

At December 31, 2024, our Sponsor held 5,675,000

founder shares.

The Company’s Initial

Shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A Ordinary Shares issued upon conversion

thereof until the earlier to occur of (i) one year after the completion of the initial business combination or (ii) the date on which

the Company completes a liquidation, merger, share exchange or other similar transaction after the initial business combination that results

in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property.

Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s Initial Shareholders with

respect to any founder shares (the “Lock-up”).

Notwithstanding the foregoing, if (1) the closing price of the Class A Ordinary

Shares equals or exceeds $12.00 per share (as adjusted for share subdivision, share capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination

or (2) if the Company consummates a transaction after the initial business combination which results in the Company’s shareholders

having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

Private Placement Warrants

Our sponsor and Cantor Fitzgerald & Co., the

representative of the underwriters in the Company’s IPO, have purchased an aggregate of 6,850,000 private placement warrants, each

exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $6,850,000 in the aggregate,

in a private placement simultaneously with the closing of the IPO.

Of those 6,850,000 private placement warrants, our sponsor purchased

4,275,000 warrants and Cantor Fitzgerald & Co.

purchased 2,575,000 warrants.

The private placement warrants are identical to the warrants

sold in the IPO except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i)

may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred,

assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) will be entitled to registration

rights and (iii) with respect to private placement warrants held by Cantor Fitzgerald & Co.

and/or its designees, will not be exercisable

more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8).

The non-managing sponsor investors indirectly purchased,

through the purchase of non-managing sponsor membership interests, an aggregate of 3,500,000 of the 6,850,000 private placement warrants

at a price of $1.00 per warrant ($3,500,000 in the aggregate) in a private placement simultaneously with the closing of the IPO.

non-managing sponsor investors hold a total of 81.9% of the sponsor’s 4,275,000 private placement warrants.

The sponsor has issued

membership interests at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of 48.7% of

the Class B ordinary shares held by the sponsor or 2,800,000 Class B ordinary shares.

The private placement warrants held by the sponsor,

including the private placement warrants represented by the non-managing sponsor investors’ membership interests, are subject to

a lock-up as described in above however, the non-managing sponsor investors will not be subject to transfer restrictions or a lock-up

agreement on any units (or underlying Class A ordinary shares or warrants) that they may have purchased in the IPO or in the open market.

Promissory Note-Related Party

The Sponsor has agreed to

loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering.

The loan is non-interest

bearing, unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering.

The Company repaid all the

outstanding balance of the note at the closing of the Initial Public Offering on August 19, 2024.

Borrowings under the note are no longer

Administrative Services Agreement

The Company entered into an

agreement, commencing on August 15, 2024, through the earlier of consummation of the initial business combination and the liquidation,

to pay the Sponsor $15,000 per month for office space, utilities and secretarial and administrative support services.

For the period from

April 4, 2024 (inception) through September 30, 2024, the Company incurred $17,500 for these services.

Related Party Loans

In order to finance transaction

costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers

and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

Company completes a business combination, the Company would repay the Working Capital Loans.

In the event that a business combination

does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans

but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Up to $1,500,000 of such Working Capital Loans

may be convertible into Private Placement Warrants of the post business combination entity at a price of $1.00 per warrant at the option

of the lender.

The warrants would be identical to the Private Placement Warrants.

As of September 30, 2024, no such Working Capital Loans

were outstanding.

Policy for Approval of Related Party Transactions

The audit committee of our

board of directors will adopt a policy setting forth the policies and procedures for its review and approval or ratification of “related

party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions:

(i) in which the company was or is to be a participant;

(ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser

of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate

over the duration of the transaction (without regard to profit or loss);

and (iii) in which a “related party” had, has or

will have a direct or indirect material interest.

“Related parties” under this policy will include:

(i) our directors or officers

or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve

in that role;

(ii) any record or beneficial owner of more than 5% of any class of our voting securities;

(iii) any immediate family member

of any of the foregoing if the foregoing person is a natural person;

and (iv) any other person who maybe a “related person”

pursuant to Item 404 of Regulation S-K under the Exchange Act.

Pursuant to the policy, the audit committee will consider (i) the relevant

facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be

obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction,

(iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship

underlying the transaction to be in the best interests of the company and its shareholders and (v) if the related party is a director

or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member

of the board and on his or her eligibility to serve on the board’s committees.

Management will present to the audit committee each

proposed related party transaction, including all relevant facts and circumstances relating thereto.

Under the policy, we may consummate

related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth

in the policy.

The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related

person transaction in which he or she is the related party.

We are not prohibited from

paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates,

for services rendered to us prior to or in connection with the completion of our initial business combination, including the following

payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the

trust account:

● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related

and organizational expenses;

● reimbursement for office space, utilities and secretarial and administrative support made available to

us by our Sponsor or an affiliate thereof, in an amount equal to $15,000 per month;

● Payment of consulting, success or finder fees to our independent directors, advisors, or their respective

affiliates in connection with the consummation of our initial business combination;

● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with

our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes

a market standard for comparable transactions;

● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing

an initial business combination;

● Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers

and directors to finance transaction costs in connection with an intended initial business combination.

Up to $1,500,000 of such loans

may be convertible into Private Placement Warrants of the post-business combination entity at a price of $1.00 per warrant at the option

of the applicable lender.

Such warrants would be identical to the Private Placement Warrants.

Except for the foregoing, the terms of such

loans, if any, have not been determined and no written agreements exist with respect to such loans.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary

of fees paid or to be paid to Withum for services rendered.

Audit fees consist of fees

for professional services rendered for the audit of our year-end financial statement and services that are normally provided by Withum

in connection with regulatory filings.

During the period from April 4, 2024 (inception) through December 31, 2024, fees for our independent

registered public accounting firm were approximately $124,800, for the services Withum performed in connection with our Initial Public

Offering, quarterly reviews and the audit of our December 31, 2024 financial statement included in this Report.

Audit-Related Fees

Audit-related fees consist

of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statement

and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation

and consultations concerning financial accounting and reporting standards.

During the period from April 4, 2024 (inception) through December

31, 2024, our independent registered public accounting firm did not render assurance and related services related to the performance of

the audit or review of financial statement and thus, we did not pay Withum for any audit-related fees for the period from April 4, 2024

(inception) through December 31, 2024.

Tax fees consist of fees billed

for professional services relating to tax compliance, tax planning and tax advice.

During the period from April 4, 2024 (inception) through

December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and

tax planning and thus, we did not pay Withum for any tax fees for the period from September 27, 2023 (inception) through December 31,

All Other Fees

All other fees consist of

fees billed for all other services.

During the period from April 4, 2024 (inception) through December 31, 2024, there were no fees billed

for products and services provided by our independent registered public accounting firm other than those set forth above and thus, we

did not pay Withum for any other services for the period from April 4, 2024 (inception) through December 31, 2024.

Pre-Approval Policy

Our Audit Committee was formed

upon the consummation of our Initial Public Offering.

As a result, the Audit Committee did not pre-approve all of the foregoing services,

although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors.

Since the formation

of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted

non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions

for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).

Exhibit and Financial Statement Schedules.

(a) The following documents are filed as part

of this Report:

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements.

Report of Independent Registered Public Accounting Firm

Balance Sheet as of December 31, 2024

Statement of Operations for the Period from April 4, 2024 (Inception) Through December 31, 2024

Statement of Changes in Shareholders’ Deficit for the Period from April 4, 2024 (Inception) through December 31, 2024

Statement of Cash Flows

Notes to Financial Statement

(2) Financial Statement Schedules

All financial statement schedules

are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in

the financial statement and notes thereto beginning on page F-1 of this Report.

We hereby file as part of

this Report the exhibits listed in the attached Exhibit Index.

Exhibits that are incorporated herein by reference can be inspected on

the SEC website at www.sec.gov.

Form 10-K Summary.

Omitted at our Company’s

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and the Board of Directors

HCM II Acquisition Corp.

Opinion on the Financial Statement

We have audited the accompanying balance sheet

of HCM II Acquisition Corp.

(the “Company”) as of December 31, 2024, the related statement of operations, statement of changes

in shareholders’ equity (deficit) and statement of cash flows for the period from April 4, 2024 (inception) through December 31,

2024, and the related notes (collectively referred to as the “financial statement”).

In our opinion, the financial statement

presents fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations

and its cash flows for the period from April 4, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally

accepted in the United States of America.

Going Concern

The accompanying financial statement has been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company

is unable to raise additional funds to alleviate liquidity needs and complete a business combination by August 19, 2026, then the Company

will cease all operations except for the purpose of liquidating.

The liquidity condition raises substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

This financial statement is the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statement based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statement is free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to

perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of

internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statement.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor

New York, New York

March 31, 2025

PCAOB ID Number 100

HCM II ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2024

Current assets

Other receivable

Due from Sponsor

Short-term prepaid insurance

Prepaid expenses

Total current assets

Long-term prepaid insurance

Marketable securities held in Trust Account

$ 236,066,398

Liabilities and Shareholders’ Deficit

Current Liabilities

Accrued expenses

Total current liabilities

Deferred underwriting fee

Total Liabilities

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.23 per share

Shareholders’ Deficit

Preference shares, $ 0.0001 par value;

1,000,000 shares authorized;

none issued or outstanding

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

none issued or outstanding (excluding 23,000,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

5,750,000 shares issued and outstanding

Additional paid-in capital

Accumulated deficit

( 10,306,386 )

Total Shareholders’ Deficit

( 10,305,811 )

Total Liabilities and Shareholders’ Deficit

$ 236,066,398

The accompanying notes are an integral part of

the financial statement.

HCM II ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM APRIL 4, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

General and administrative costs

Loss from operations

Other income:

Interest earned on marketable securities held in Trust Account

Total other income

Weighted average shares outstanding of Class A ordinary shares

Basic and diluted net income per ordinary share, Class A ordinary shares

Weighted average shares outstanding, Class B ordinary shares

Basic and diluted net income per ordinary share, Class B ordinary shares

The accompanying notes are an integral part of

the financial statement.

HCM II ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE PERIOD FROM APRIL 4, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

Ordinary Shares

Shareholders’

Balance – April 4, 2024 (inception)

Issuance of Class B ordinary shares to Sponsor (1)

Accretion for Class A ordinary shares to redemption amount

( 7,348,508 )

( 13,715,174 )

( 21,063,682 )

Sale of 6,850,000 Private Placement Warrants

Fair value of Public Warrants at issuance

Allocated value of transaction costs

Balance – December 31, 2024

$ ( 10,306,386 )

$ ( 10,305,811 )

(1) Included up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 7).

On August 19, 2024, the Company consummated its IPO and sold 23,000,000 Units, including 3,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 750,000 shares of Class B ordinary shares were no longer subject to forfeiture.

The accompanying notes are an integral part of

the financial statement.

HCM II ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM APRIL 4, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Operating costs paid by Sponsor in exchange for issuance of Class B founder shares

Payment of operation costs through promissory note

Interest earned on marketable securities held in Trust Account

( 4,043,585 )

Changes in operating assets and liabilities:

Other receivable

Prepaid expenses

Due from Sponsor

Short term prepaid insurance

Long term prepaid insurance

Accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash into Trust Account

( 231,150,000 )

Net cash used in investing activities

( 231,150,000 )

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placements Warrants

Repayment of promissory note - related party

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash

Cash – Beginning of period

Cash – End of period

Noncash financing activities:

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Deferred offering costs paid through promissory note – related party

Deferred underwriting fee payable

Accretion of Class A ordinary shares to redemption value

The accompanying notes are an integral part of

the financial statement.

HCM II ACQUISITION CORP.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2024

DESCRIPTION OF ORGANIZATION AND BUSINESS

HCM II Acquisition Corp.

(the “Company”)

is a blank check company incorporated as a Cayman Islands exempted corporation on April 4, 2024.

The Company was incorporated for the

purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination

with one or more businesses (the “Business Combination”).

As of December 31, 2024, the Company has not selected any specific

Business Combination target, and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or

indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

As of December 31, 2024, the Company had not commenced

any operations.

All activity for the period from April 4, 2024 (inception) through December 31, 2024 relates to the Company’s formation

and the initial public offering (“Initial Public Offering”), which is described below.

The Company will not generate any operating

revenues until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in

the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal

The registration statement for the Company’s

Initial Public Offering was declared effective on August 15, 2024.

On August 19, 2024, the Company consummated the Initial Public Offering

of 23,000,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered,

the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of

3,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 , which is described in Note 3.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of an aggregate of 6,850,000 warrants (the “Private Placement Warrants”)

at a price of $ 1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, HCM Investor Holdings II, LLC

(the “Sponsor”), and Cantor Fitzgerald & Co., the representative of the underwriters of the initial Public Offering, generating

gross proceeds of $ 6,850,000 , which is described in Note 4.

Transaction costs amounted to $ 15,396,014 , consisting

of $ 4,000,000 of cash underwriting fee, $ 10,720,000 of deferred underwriting fee (see additional discussion in Note 6), and $ 676,014 of

other offering costs.

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although

substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting

commissions).

The Company’s Business Combination must

be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account

(as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account)

at the time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination

if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise

acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment

Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully

effect a Business Combination.

Following the closing of the Initial Public Offering,

on August 19, 2024, an amount of $ 231,150,000 ($ 10.05 per Unit) from the net proceeds of the sale of the Units and the sale of the Private

Placement Warrants was placed in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company

acting as trustee and will be invested in U.S.

government treasury obligations with a maturity of 185 days or less or in money market

funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government treasury

the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended

business combination.

To mitigate the risk that might be deemed to be an investment company for purposes of the Investment Company Act,

which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on management

team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee

to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing

demand deposit account at a bank.

Nevertheless, the Company may be considered to be operating as an investment company and if the Company

is deemed as such compliance with additional regulatory burdens would require additional expenses for which the Company has not allotted

funds and would severely hinder the Company’s ability to compete a business combination.

Except with respect to interest earned

on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public

Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion

of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable

to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation

date as the board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of

the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated

memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in

connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated

an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’

rights or pre-initial Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of

the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company will provide the Company’s public

shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination

either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote

by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination

or conduct a tender offer will be made by the Company, solely in its discretion.

The public shareholders will be entitled to redeem their

shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two

business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust

Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations.

The amount in the Trust

Account is initially anticipated to be $ 10.05 per public share.

The ordinary shares subject to redemption were

recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing

Liabilities from Equity.” In such case, if the Company seeks shareholder approval, a majority of the issued and outstanding shares

voted are voted in favor of the Business Combination.

The Company will have only the duration of the

Completion Window to complete the initial Business Combination.

However, if the Company is unable to complete its initial Business Combination

within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem

the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000 of interest to pay dissolution expenses),

divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares

and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other

distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject

to the other requirements of applicable law.

The Sponsor, officers and directors have entered

into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their

founder shares and public shares in connection with the completion of the initial Business Combination;

(ii) waive their redemption rights

with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s

amended and restated memorandum and articles of association;

(iii) waive their rights to liquidating distributions from the Trust Account

with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although

they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails

to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the trust

and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including

in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule

14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business

The Company’s Sponsor has agreed that it

will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company,

or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar

agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per public

share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if

less than $ 10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not

apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in

the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the

underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor

has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes

that the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that the Sponsor would be able

to satisfy those obligations.

Liquidity and Going Concern

As of December 31, 2024, the Company had $ 668,089

in its operating bank account and working capital of $ 361,543 .

The Company initially has until August 19, 2026

to consummate the initial Business Combination (assume no extensions).

If the Company does not complete a Business Combination, the Company

will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles

of Association.

Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy,

there is a possibility that business combination might not happen within the 24-month period from the date of the auditors’ report.

In connection with the Company’s assessment

of going concern considerations in accordance with ASC 205-40, “Going Concern”, as of December 31, 2024, the Company may need

to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any

time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to

take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending

the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will

be available to it on commercially acceptable terms, if at all.

Management plans to address this uncertainty through

a Business Combination.

If a Business Combination is not consummated by the end of the Combination Period, currently August 19, 2026,

there will be mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the liquidity condition raises substantial doubt about the Company’s

ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company

be required to liquidate after the Combination Period.

The Company intends to complete the initial Business Combination before the end

of the Combination Period.

However, there can be no assurance that the Company will be able to consummate any Business Combination by

the end of the Combination Period.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statement is presented

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and

proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder

approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Use of Estimates

The preparation of financial statement in conformity

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting

Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 668,089 in cash as of December

Marketable Securities held in Trust Account

As of December 31, 2024, the assets held in the

Trust Account, amounting to $ 235,193,585 , were held in a Money Market Mutual Fund.

Offering Costs

The Company complies with the requirements of

the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally

of professional and registration fees that are related to the Initial Public Offering.

FASB ASC 470-20, “Debt with Conversion and

Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants,

using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class

A ordinary shares.

Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated

to the Public and Private Placement Warrants were charged to shareholders’ equity as Public and Private Placement Warrants after

management’s evaluation were accounted for under equity treatment.

Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates

the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant

adverse impact on the Company’s financial condition, results of operations, and cash flows.

The Company accounts for income taxes under ASC

Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets

and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods

in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred

tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the

financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to

be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company’s

management determined that the Cayman Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest and

penalties related to unrecognized tax benefits as income tax expense.

As of December 31, 2024, there were no unrecognized tax benefits

and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in

significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman

Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing

requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

Net Income per Ordinary Share

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income

by the weighted average number of shares of ordinary shares outstanding for the period.

The Company has two classes of ordinary shares,

which are referred to as redeemable Class A Ordinary Shares and non-redeemable Class B ordinary shares.

Accretion associated

with the redeemable shares of Class A Ordinary Shares is excluded from income per ordinary share as the redemption value approximates

The following tables reflect the calculation of

basic and diluted net income per ordinary share (in dollars, except per share amounts):

For the Period from April 4, 2024

(Inception) Through

Basic and diluted net income per ordinary share

Allocation of net income

Basic weighted average shares outstanding

Basic net income per ordinary share

Warrant Instruments

The Company accounted for the 11,500,000 Public

and 6,850,000 Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the

guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the

warrant instruments under equity treatment at their assigned values.

Such guidance provides that the warrants described above were not

precluded from equity classification.

Equity-classified contracts are initially measured at fair value (or allocated value).

changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC

Class A Redeemable Share Classification

The public shares contain a redemption feature

which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder

vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company

classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control

of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable

shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering,

the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable

shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of

December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside

of the shareholders’ deficit section of the Company’s balance sheet.

As of December 31, 2024, the Class A ordinary shares

subject to redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds

$ 230,000,000

Proceeds allocated to Public Warrants

Class A ordinary shares issuance costs

( 15,341,097 )

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption, December 31, 2024

$ 235,193,585

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment

Reporting” (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures,

on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker

(“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the

reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities

will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single

reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures

in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal

years beginning after December 15, 2024, with early adoption permitted.

Management does not believe that any recently

other issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, on August

19, 2024 the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the

amount of 3,000,000 Units, at a price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share and one-half of one redeemable

Public Warrant.

Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject

to adjustment (see Note 4).

Each warrant will become exercisable 30 days after the completion of the initial Business Combination and

will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Warrants— As of December 31, 2024,

there were 18,350,000 warrants outstanding, including 11,500,000 Public Warrants and 6,850,000 Private Placement Warrants.

warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as

discussed herein.

The warrants cannot be exercised until 30 days after the completion of the initial Business Combination,

and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier

upon redemption or liquidation.

On October 10, 2024, the Company announced that,

commencing on October 10, 2024, the holders of units issued in its Initial Public Offering may elect to separately trade shares of Class

A ordinary shares and warrants included in the Units.

No fractional warrants will be issued upon separation of the Units and only whole

warrants will trade.

The Units not separated will continue to trade on the Nasdaq under the symbol “HONDU.” Shares of Class

A ordinary shares and the warrants are expected to trade on the Nasdaq under the symbols “HOND” and “HONDW,” respectively.

The Company will not be obligated to deliver any

Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration

statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus

relating thereto is current.

No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon

exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to

be exempt under the securities laws of the state of residence of the registered holder of the warrants.

In the event that the conditions

in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled

to exercise such warrant and such warrant may have no value and expire worthless.

In no event will the Company be required to net cash

settle any warrant.

In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing

such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

Under the terms of the warrant agreement, the

Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination,

it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial

Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable

upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within

60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class

A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the

warrant agreement.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective

by the sixtieth 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there

is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement,

exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding

the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such

that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at

its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with

Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in

effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts

to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

If the holders exercise their public warrants

on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares

equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied

by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the

fair market value.

The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10

trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on

which the notice of redemption is sent to the holders of warrants, as applicable.

Redemption of Warrants When the Price per Class

A Ordinary Share Equals or Exceeds $ 18.00 :

The Company may redeem the outstanding warrants:

Once the warrants become exercisable, the Company

may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):

in whole and not in part;

● at a price of $ 0.01 per warrant;

● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”);

● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion of the initial business combination and ending three business days before we send the notice of redemption to the warrant holders.

Additionally, if the number of outstanding Class

A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or

other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary

shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares.

offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price

less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i)

the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such

rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class

A ordinary share paid in such rights offering and (y) the fair market value.

For these purposes (i) if the rights offering is for securities

convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will

be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion

and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading

day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or

in the applicable market, regular way, without the right to receive such rights.

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial

Public Offering, the Sponsor and Cantor Fitzgerald & Co.

purchased an aggregate of 6,850,000 warrants, each exercisable to purchase

one Class A ordinary share at $ 11.50 per share, at a price of $ 1.00 per warrant, or $ 6,850,000 in the aggregate, in a private placement.

Of those 6,850,000 Private Placement Warrants, the Sponsor purchased 4,275,000 Private Placement Warrants and Cantor Fitzgerald &

purchased 2,575,000 Private Placement Warrants.

Each whole warrant entitles the registered holder to purchase one Class A ordinary

share at a price of $ 11.50 per share, subject to adjustment.

The Private Placement Warrants were identical

to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald &

or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise

of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30

days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to

private placement warrants held by Cantor Fitzgerald & Co.

and/or its designees, will not be exercisable more than five years from

the commencement of sales in this offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).

The Sponsor, officers and directors have entered

into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their

founder shares and public shares in connection with the completion of the initial Business Combination;

(ii) waive their redemption rights

with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s

amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to

allow redemption in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company has not consummated

an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’

rights or pre-initial Business Combination activity;

(iii) waive their rights to liquidating distributions from the Trust Account with

respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although

they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails

to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the trust

and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including

in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule

14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business

RELATED PARTY TRANSACTIONS

Founder Shares

On April 8, 2024, the Sponsor made a capital contribution

of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000

founders shares to the Sponsor.

Up to 750,000 of the founder shares may be surrendered by the Sponsor for no consideration depending on

the extent to which the underwriters’ over-allotment is exercised.

On August 19, 2024, the underwriters exercised their over-allotment

option in full as part of the closing of the Initial Public Offering.

As such, the 750,000 founder shares are no longer subject to forfeiture.

The Company’s initial shareholders have

agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until

the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes

a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s

shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Any permitted transferees

will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder

shares (the “Lock-up”).

Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds

$ 12.00 per share (as adjusted for share subdivision, share capitalizations, reorganizations, recapitalizations and the like) for any 20

trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company

consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to

exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

Promissory Note—Related Party

The Sponsor has agreed to loan the Company an

aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering.

The loan is non-interest bearing,

unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering.

The Company repaid all the outstanding

balance of the note at the closing of the Initial Public Offering on August 19, 2024.

Borrowings under the note are no longer available.

Administrative Services Agreement

The Company entered into an agreement, commencing

on August 15, 2024, through the earlier of consummation of the initial Business Combination and the liquidation, to pay the Sponsor $ 15,000

per month for office space, utilities and secretarial and administrative support services.

For the period from April 4, 2024 (inception)

through December 31, 2024, the Company incurred $ 62,500 for these services.

Related Party Loans

In order to finance transaction costs in connection

with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may,

but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

If the Company completes

a Business Combination, the Company would repay the Working Capital Loans.

In the event that a Business Combination does not close, the

Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from

the Trust Account would be used to repay the Working Capital Loans.

Up to $ 1,500,000 of such Working Capital Loans may be convertible

into private placement warrants of the post Business Combination entity at a price of $ 1.00 per warrant at the option of the lender.

warrants would be identical to the Private Placement Warrants.

As of December 31, 2024, no such Working Capital Loans were outstanding.

Underwriter’s Agreement

The Company engaged an underwriter for its Initial

Public Offering, which is considered a related party transaction.

At December 31, 2024, the Company recorded a deferred underwriting fee

payable of $ 10,720,000 in the accompanying balance sheet.

(See Note 6 for details on underwriter’s agreement).

COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are experiencing

volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation

of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”)

deployed additional military forces to Eastern Europe, and the United States, the United Kingdom, the European Union and other countries

have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal

of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and

to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the Israel-Hamas

conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom,

the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting

impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could

lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain

interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions could adversely affect the global

economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned factors, or any other

negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,

the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search

for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Registration Rights

The holders of the founder shares, Private Placement

Warrants and the Class A ordinary shares underlying such Private Placement Warrants and Private Placement Warrants and warrants that may

be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any

of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the

initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial

Public Offering.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company

registers such securities.

In addition, the holders have certain piggyback registration rights with respect to registration statements

filed subsequent to the completion of the initial Business Combination.

The Company will bear the expenses incurred in connection with

the filing of any such registration statements.

Underwriter’s Agreement

The underwriters have a 45 -day option from the

date of the Initial Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any.

On August 19,

2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option

to purchase the additional 3,000,000 Units at a price of $ 10.00 per Unit.

The underwriters were entitled to a cash underwriting

discount of $ 4,000,000 ( 2.0 % of the gross proceeds of the units offered in the Initial Public Offering, excluding any proceeds from units

sold pursuant to the underwriters’ over-allotment option).

Additionally, the underwriters are entitled to a deferred underwriting

discount of 4.40 % of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the

underwriters over-allotment option and 6.40 % of the gross proceeds sold pursuant to the underwriter’s over-allotment option, $ 10,720,000

in the aggregate, payable upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting

At December 31, 2024, the balance of the deferred underwriting fee payable was $ 10,720,000 .

SHAREHOLDER’S DEFICIT

Preference Shares —The Company

is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each.

As of December 31, 2024,

there were no shares of preference shares issued or outstanding.

Class A Ordinary Shares —The

Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001 each.

As of December

31, 2024, there were no shares of Class A ordinary shares issued or outstanding, excluding 23,000,000 Class A ordinary shares subject

to possible redemption.

Class B Ordinary Shares —The

Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each.

8, 2024, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for $ 25,000 , or approximately $ 0.004 per share.

As of December

31, 2024, there were 5,750,000 Class B ordinary shares issued and outstanding.

The founder shares will automatically convert

into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier

at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations,

recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares,

or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in

connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary

shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with

respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B

ordinary shares will equal, in the aggregate, 20 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the

completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and

excluding the Class A ordinary shares underlying the private placement warrants issued to the sponsor), plus (ii) all Class A ordinary

shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding

any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent

warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of working capital

loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination;

provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Holders of record of the Company’s Class

A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange

rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires

the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where

proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by

shareholders.

Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires

the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where

proxies are allowed, by proxy at the applicable general meeting, and pursuant to the amended and restated memorandum and articles of association,

such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation

with another the company.

There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business

Combination, the holders of more than 50 % of the ordinary shares voted for the appointment of directors can elect all of the directors.

Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to

vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the company in a jurisdiction outside the

Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents,

in each case, as a result of the approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

the Class A ordinary shares will not be entitled to vote on these matters during such time.

These provisions of the amended and restated

memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least

90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes

cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general

meeting of the Company.

FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial

assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale

of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of

observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about

the Company’s assets that are measured at fair value on December 31, 2024, and indicates the fair value hierarchy of the valuation

inputs the Company utilized to determine such fair value:

Money market mutual fund held in Trust Account

$ 235,193,585

The following table presents information about

the Company’s assets that are measured at fair value on August 19, 2024, and indicates the fair value hierarchy of the valuation

inputs the Company utilized to determine such fair value:

Fair value of Public Warrants for Class A ordinary shares subject to redemption allocation

The fair value of Public Warrants was determined

using Monte Carlo Simulation Model.

The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement

after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public

Underlying share price

Exercise price

Risk-free rate

The Company accounted for warrants issued at the

IPO under equity treatment, as such, no subsequent re-measurement is required.

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic

areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from

which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated

by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker

(“CODM”) has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics

for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has

determined that there is only one reportable segment

The CODM assesses performance for the single segment

and decides how to allocate resources based on net income that also is reported on the statement of operations as net income.

of segment assets is reported on the balance sheet as total assets.

When evaluating the Company’s performance and making key decisions

regarding resource allocation, the CODM reviews several key metrics included in net income and total assets, which include the following:

Trust Account

$ 235,193,585

Net income (loss)

General and administrative expenses

Interest earned on marketable securities held in Trust Account

The CODM reviews interest earned on the Trust

Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds

while maintaining compliance with the Trust Agreement.

Net income (loss) and general and administrative

expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business

combination or similar transaction within the business combination period.

The CODM also reviews general and administrative costs to

manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative

costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant

accounting policies.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated

subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were

Based upon this review, other than as described below, the Company did not identify any subsequent events that would have

required adjustment or disclosure in the accompanying financial statements.

On March 26, 2025, the Company

entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance

with its terms, the “Business Combination Agreement”) by and among the Company, Terrestrial Energy Inc., a Delaware corporation

(“Terrestrial Energy”), and HCM II Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Company

(“Merger Sub”), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub

will merge with and into Terrestrial Energy (the “Merger”), with Terrestrial Energy continuing as the surviving entity (the

“Surviving Company”).

The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business

Combination.” The combined company’s business will continue to operate through Terrestrial Energy and its subsidiaries.

The Business Combination Agreement

and the Business Combination were unanimously approved by the board of directors of the Company and the board of directors of Terrestrial

The Business Combination is

expected to close in the fourth quarter of 2025, subject to the receipt of the required approvals by Company’s shareholders and

the fulfilment of other customary closing conditions.

addition to the Merger, the Company will, subject to obtaining the required shareholder approvals and at least one (1) day prior to the

date of the closing of the Business Combination (the “Closing”), change its jurisdiction of incorporation by deregistering

as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware

(the “Domestication”).

The Company will provide its public shareholders the opportunity to elect, at least two (2) business

days prior to the Company shareholder’s meeting, to redeem their shares on the terms and conditions set forth in the Business Combination

Agreement and the Company’s governing documents (the “Redemption”).

Subject to the receipt of approval from shareholders

of the Company, and at least one (1) day prior to the Domestication, the Company will carry out the Redemption.

virtue of the Domestication and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, including

approval of the Company’s shareholders:

(i) immediately prior to the Domestication, each of the then issued and outstanding Class

B Ordinary Shares of the Company will convert automatically, on a one-for-one basis, into one (1) Class A Ordinary Share, par value of

$ 0.0001 per share, of the Company (the “Sponsor Share Conversion”);

and (ii) immediately following the Sponsor Share Conversion,

in connection with the Domestication, (x) each then issued and outstanding Class A Ordinary Share (other than any Class A Ordinary Share

included in the Cayman Purchaser Units (as defined in the Business Combination Agreement)) will convert automatically, on a one-for-one

basis, into one (1) share of common stock, par value $ 0.0001 per share, of the Company (after the Domestication) (the “Domesticated

Common Stock”);

(y) each of the then issued and outstanding warrants (other than any Cayman Purchaser Public Warrants (as defined

in the Business Combination Agreement) included in the Cayman Purchaser Units) representing the right to purchase one (1) Class A Ordinary

Share will convert automatically into a warrant to acquire one (1) share of Domesticated Common Stock (each a “Domesticated Warrant”);

and (z) each of the then issued and outstanding Cayman Purchaser Units will be cancelled and each holder thereof will be entitled to one

(1) share of Domesticated Common Stock and one-half (1/2) of one (1) Domesticated Warrant.

The Company has also entered

into subscription agreements (collectively, the “PIPE Subscription Agreements”), each dated as of March 26, 2025, with certain

investors (collectively, the “PIPE Investors”), pursuant to which, among other things, the Company has agreed to issue and

sell, in private placements to close immediately prior to or substantially concurrently with the Closing, an aggregate of 5,000,000 shares

of Domesticated Common Stock for a purchase price of $ 10.00 per share (the “PIPE Financing”).

The PIPE Investors are permitted,

under the PIPE Subscription Agreements, to satisfy their commitments thereunder if they hold shares of Domesticated Common Stock that

qualify as Non-Redeemed Shares (as defined in the PIPE Subscription Agreements), subject to certain conditions and restrictions set forth

in the PIPE Subscription Agreements.

See “Part II.

Financial Statements and Supplementary Data”

Financial Statement Schedule.

See “Part II.

Financial Statements and Supplementary Data”

Exhibit Index:

Underwriting Agreement, dated August 15, 2024, by and between the Company and Cantor Fitzgerald & Co.

Business Combination Agreement, dated March 26, 2025, by and among HCM II Acquisition Corp, HCM Merger Sub Inc.

and Terrestrial Energy Inc.

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).

Warrant Agreement, dated August 15, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Description of Registered Securities

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.

Investment Management Trust Agreement, dated August 15, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

Registration Rights Agreement, dated August 15, 2024, by and among the Company, the Sponsor and the Underwriter.

Private Placement Warrants Purchase Agreement, dated August 15, 2024, by and between the Company and the Sponsor.

Private Placement Warrants Purchase Agreement, dated August 15, 2024, by and between the Company and the Underwriter.

Letter Agreement, dated August 15, 2024, by

and among the Company, its officers, its directors and the Sponsor.

Administrative Support Agreement, dated August 15, 2024, between the Company and the Sponsor.

Form of Indemnity Agreement.

Sponsor Support Agreement, dated March 26, 2025, by and among HCM Investor Holdings II, LLC, HCM II Acquisition Corp., and Terrestrial Energy Inc.

Form of Subscription Agreement (4)

Form of Code of Ethics.

Incorporated by Reference Herein

Date Filed with the SEC

Business Combination Agreement, dated as of March 26, 2025, by and among HCM II Acquisition Corp., HCM II Merger Sub Inc., and Terrestrial Energy Inc.

September 23, 2025

Amendment No.

1 to Business Combination Agreement, effective as of October 26, 2025, by and among HCM II Acquisition Corp., HCM II Merger Sub Inc., and Terrestrial Energy Inc.

November 3, 2025

Certificate of Merger of HCM II Merger Sub Inc.

with and into Terrestrial Energy Inc.

November 3, 2025

Plan of Domestication

November 3, 2025

Composite Certificate of Incorporation of Terrestrial Energy Inc.

(as amended through March 27, 2026)

Composite Bylaws of Terrestrial Energy Inc.

(as amended through October 28, 2026)

Certificate of Designations for Special Voting Preferred Stock

Specimen Common Stock Certificate of Terrestrial Energy Inc.

September 23, 2025

Specimen Warrant Certificate of Terrestrial Energy Inc.

Amended and Restated Warrant Agreement, dated October 28, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent

November 3, 2025

Assignment and Assumption Agreement dated October 28, 2025 by and between Terrestrial Energy Inc.

and HCM II Acquisition Corp.

November 3, 2025

Incorporated by Reference Herein

Date Filed with the SEC

Amended and Restated Registration Rights Agreement, dated as of October 28, 2025, by and among Terrestrial Energy Inc., Cantor Fitzgerald & Co.

and HCM Investor Holdings II, LLC.

November 3, 2025

Sponsor Support Agreement, by and among HCM II Acquisition Corp., HCM Investor Holdings II, LLC, and the other parties thereto

September 23, 2025

Sponsor Lock-Up Agreement, dated as of October 28, 2025, by and among Terrestrial Energy Inc.

and HCM Investor Holdings II, LLC.

November 3, 2025

Form of Key Holders Lock-Up Agreement, dated October 27, 2025, by and among HCM II Acquisition Corp.

and the other parties thereto

September 23, 2025

Second Amended and Restated Exchange and Support Agreement dated October 28, 2025, by and among HCM Acquisition Corp., Terrestrial Energy Canada (Call) Inc., and Terrestrial Energy Canada (Exchange) Inc.

November 3, 2025

Form of PIPE Subscription Agreement

September 23, 2025

Terrestrial Energy Inc.

2025 Equity Incentive Plan

November 3, 2025

Form of Restricted Stock Unit Award under 2025 Plan

Form of Stock Option Award under 2025 Plan

Terrestrial Energy Inc.

Second Amended and Restated 2024 Stock Option Plan

January 5, 2026

Form of Option Agreement under 2024 Plan

Employment Agreement, dated as of October 28, 2025, by and between Simon Irish and Terrestrial Energy Development Inc .

November 3, 2025

Incorporated by Reference Herein

Date Filed with the SEC

Assignment, Assumption, Waiver and Covenant Agreement, dated as of February 18, 2026, by and between Simon Irish, Terrestrial Energy Inc., and Terrestrial Energy Development Inc.

Form of Indemnification Agreement between New Terrestrial Energy and each of its directors and executive officers.

November 3, 2025

Non-Employee Director Compensation Policy

Terrestrial Energy Inc.

Insider Trading Policy

Consent of Withum Smith+Brown, PC.

Power of Attorney (included on the signature page of the initial filing).

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy Related to Recovery of Erroneously Awarded Compensation, adopted March 31, 2025.

Audit Committee Charter.

Compensation Committee Charter.

List of Subsidiaries of Terrestrial Energy Inc.

November 3, 2025

Consent of UHY LLP

Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy Relating to Recovery of Erroneously Awarded Compensation

March 31, 2025

Inline XBRL Instance Document (1)

4 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

Cover Page Interactive Data File (2)

Management contract or compensatory plan or arrangement

Filed herewith

Furnished herewith

(1) Incorporated by reference to the Company’s Registration

Statement on Form S-1 (File No.

333-280283) filed with the SEC on June 18, 2024.

(2) Incorporated by reference to Amendment No.

1 to the Company’s

Registration Statement on Form S-1/A (File No.

333-280283), filed with the SEC on July 5, 2024.

(3) Incorporated by reference to the Company’s Current Report

on Form 8-K, filed with the SEC on August 20, 2024.

(4) Incorporated by reference to the Company’s Current Report

on Form 8-K, filed with the SEC on March 26, 2025.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by

the undersigned, thereunto duly authorized.

HCM II ACQUISITION CORP.

Certain schedules and similar attachments to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to SEC upon its request.

(1) The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

(2) Formatted in Inline XBRL and contained in exhibit 101

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TERRESTRIAL ENERGY INC.

/s/ Brian Thrasher

Brian Thrasher

Chief Financial Officer

(Principal Financial Officer)

March 30, 2026

/s/ Shawn Matthews

Shawn Matthews

Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Simon Irish

Chief Executive Officer and Director

March 30, 2026

/s/ Steven Bischoff

Steven Bischoff

(Principal Executive Officer)

/s/ Brian Thrasher

Chief Financial Officer

Brian Thrasher

(Principal Financial and Accounting Officer)

Pursuant to the requirements

of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in

the capacities and on the dates indicated.

March 30, 2026

/s/ Frederick Buckman

Chairman of the Board of Directors

Frederick Buckman

March 30, 2026

/s/ Shawn Matthews

Chief Executive Officer and

March 30, 2026

Shawn Matthews

Chairman of the Board of Directors

(Principal Executive Officer)

/s/ Steven Bischoff

Chief Financial Officer and President

/s/ Hugh MacDiarmid

March 30, 2026

Steven Bischoff

(Principal Financial and Accounting Officer)

/s/ Andrew Brenner

Hugh MacDiarmid

/s/ David Hill

March 30, 2026

Andrew Brenner

/s/ Charles Pardee

March 30, 2026

/s/ Jacob Loveless

Charles Pardee

/s/ Robert W.

March 30, 2026

Jacob Loveless

/s/ William Johnson

March 30, 2026

William Johnson

/s/ David LeBlanc

March 30, 2026

David LeBlanc

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures