HCMA / HCM Acquisition Corp - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41241 NOTIFICATION OF LATE FILING CUSIP NUMBER G4365A101 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

Murano PV, S.A. DE C.V. and HCM Acquisition Corp Announce Closing of Business Combination Murano Global Investments Ordinary Shares and Warrants to trade on Nasdaq under new ticker symbol “MRNO” and “MRNOW”

Exhibit 99.1 Murano PV, S.A. DE C.V. and HCM Acquisition Corp Announce Closing of Business Combination Murano Global Investments Ordinary Shares and Warrants to trade on Nasdaq under new ticker symbol “MRNO” and “MRNOW” LONDON (March 20, 2024) – Murano Global Investments Plc. (“Murano” or the “Company”), a London headquartered real estate company that owns, develops and invests in hotel, resort an

AMENDED AND RESTATED WARRANT AGREEMENT

Exhibit 10.2 AMENDED AND RESTATED WARRANT AGREEMENT THIS AMENDED AND RESTATED WARRANT AGREEMENT, dated as of March 20, 2024 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between (i) Murano Global Investments Limited, a company incorporated under the laws of the Bailiwick of Jersey (the “Company”), and (ii) Continental Stock Transfer & Trust Company

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2024 (March 20, 2024) HCM Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41241 HCM Acquisition Corp The NASDAQ Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 100

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2024 (March 5, 2024) HCM Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incorpora

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2024 (February 22, 2024) HCM Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of i

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2024 (January 18, 2024) HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of inc

Registrar of Companies

Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman HCM Acquisition Corp (ROC #371192) (the “Company”) TAKE NOTICE that by resolutions of the shareholders of the Company dated 18 January 2024, the following special resolution was passed: Extension Amendment Proposal It is resolved as a special resolution that the Amended and Restated Memo

SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.1 SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT THIS SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of January 19, 2024 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Tr

HCM Acquisition Corp. Announces Increase in Contribution Amount in Connection with its Proposed Extension

Exhibit 99.1 HCM Acquisition Corp. Announces Increase in Contribution Amount in Connection with its Proposed Extension STAMFORD, CT, January 16, 2024 (GLOBE NEWSWIRE) - HCM Acquisition Corp. (NASDAQ: HCMAQ) (the “Company”), a blank check company incorporated as a Cayman Islands exempted company, today announced that it has filed a supplement (“Supplement”) to its definitive proxy statement (the “P

HCM Acquisition Corp. Announces Increase in Contribution Amount in Connection with its Proposed Extension

Exhibit 99.1 HCM Acquisition Corp. Announces Increase in Contribution Amount in Connection with its Proposed Extension STAMFORD, CT, January 16, 2024 (GLOBE NEWSWIRE) - HCM Acquisition Corp. (NASDAQ: HCMAQ) (the “Company”), a blank check company incorporated as a Cayman Islands exempted company, today announced that it has filed a supplement (“Supplement”) to its definitive proxy statement (the “P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 16, 2024 HCM Acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 16, 2024 HCM Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 16, 2024 HCM Acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 16, 2024 HCM Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incorporation) (Commis

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 16, 2024 (January 9, 2024) HCM Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2024 (December 31, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2024 (December 31, 2023) HCM Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of inc

AMENDMENT NO. 1 TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT

Exhibit 2.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT This Amendment No. 1, dated as of December 31, 2023 (this “Amendment”), is entered into by and between HCM ACQUISITION CORP., a Cayman Islands exempted company incorporated with limited liability (“HCM”), and MURANO PV, S.A. DE C.V., a Mexican corporation (the “Company”, and together with HCM, each a “Party” and col

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2024 (December 31, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2024 (December 31, 2023) HCM Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of inc

AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENT This Amendment No. 1, dated as of December 31, 2023 (this “Amendment”), is entered into by and between by and between HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the holders of HCM Class B Ordinary Shares set forth on Schedule I hereto (the “Class B Holders” and, together with the Sponsor, collectively,

AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENT This Amendment No. 1, dated as of December 31, 2023 (this “Amendment”), is entered into by and between by and between HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the holders of HCM Class B Ordinary Shares set forth on Schedule I hereto (the “Class B Holders” and, together with the Sponsor, collectively,

AMENDMENT NO. 1 TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT

Exhibit 2.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT This Amendment No. 1, dated as of December 31, 2023 (this “Amendment”), is entered into by and between HCM ACQUISITION CORP., a Cayman Islands exempted company incorporated with limited liability (“HCM”), and MURANO PV, S.A. DE C.V., a Mexican corporation (the “Company”, and together with HCM, each a “Party” and col

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2023 (December 20, 2023) HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

EX-99.1

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2023 (November 21, 2023) HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41241 HCM ACQUISITION C

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2023 (October 23, 2023) HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of inc

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):September 21, 2023 (September 21, 2023) HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 24, 2023 (August 23, 2023) HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41241 HCM ACQUISITION CORP (

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER WASHINGTON, DC 20549 001-41241 CUSIP NUMBER FORM 12B-25 G4365A101 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

2.1 †

Exhibit 2.1   EXECUTION VERSION AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT   by and among   HCM ACQUISITION CORP,   ELÍAS SACAL CABABIÉ,   ES AGRUPACIÓN, S.A. DE C.V.,   MURANO GLOBAL B.V.,   MPV INVESTMENT B.V.,   MURANO GLOBAL INVESTMENTS LIMITED.,   MURANO GLOBAL CAYMAN,   and   MURANO P.V., S.A. DE C.V.   dated as of August 2, 2023 TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS 3 Sec

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2023 (August 2, 2023) HCM Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incorpo

SPONSOR SUPPORT AGREEMENT

Exhibit 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of August 2, 2023, is entered into by and between HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the holders of HCM Class B Ordinary Shares set forth on Schedule I hereto (the “Class B Holders” and, together with the Sponsor, collectively, the “Spo

SPONSOR SUPPORT AGREEMENT

Exhibit 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of August 2, 2023, is entered into by and between HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the holders of HCM Class B Ordinary Shares set forth on Schedule I hereto (the “Class B Holders” and, together with the Sponsor, collectively, the “Spo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2023 (August 2, 2023) HCM Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incorpo

AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among HCM ACQUISITION CORP, ELÍAS SACAL CABABIÉ, ES AGRUPACIÓN, S.A. DE C.V., MURANO GLOBAL B.V., MPV INVESTMENT B.V., MURANO GLOBAL INVESTMENTS LIMITED., MURANO GLOBAL CAYMAN, MURANO P.V., S

Exhibit 2.1   EXECUTION VERSION AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT   by and among   HCM ACQUISITION CORP,   ELÍAS SACAL CABABIÉ,   ES AGRUPACIÓN, S.A. DE C.V.,   MURANO GLOBAL B.V.,   MPV INVESTMENT B.V.,   MURANO GLOBAL INVESTMENTS LIMITED.,   MURANO GLOBAL CAYMAN,   and   MURANO P.V., S.A. DE C.V.   dated as of August 2, 2023 TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS 3 Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2023 (July 24, 2023) HCM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2023 (July 24, 2023) HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incorpora

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2023 (June 23, 2023) HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incorpora

HCMA / Hcm Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 HCM Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4365A101 (CUSIP Number) May 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41241 HCM ACQUISITION CORP

HCMA / Hcm Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 hcma20230430.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 HCM Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4365A101 (CUSIP Number) April 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2023 (April 19, 2023) HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incorpo

Registrar of Companies

EX-3.1 2 ny20008309x2ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman HCM Acquisition Corp (ROC #371192) (the "Company") TAKE NOTICE that at an Extraordinary General Meeting of the Shareholders of the Company held on 19 April 2023, the following special resolution was passed: RESOLVED as a special resolution that

AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.1 3 ny20008309x2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of April 20, 2023 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between HCM Acquisition Corp, a Cayman Islands exempted company (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41241 HCM Acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2023 HCM Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incorporation) (Commissi

FORM OF LOCK-UP AGREEMENT [MONTH] [DAY], 2023

Exhibit 99.2 EXHIBIT B FORM OF LOCK-UP AGREEMENT [MONTH] [DAY], 2023 Murano Global B.V. [ADDRESS] Re: Lock-Up Agreement Ladies and Gentlemen: This letter agreement is being delivered pursuant to that certain Business Combination Agreement (the “Agreement”), dated as of March [], 2023, by and among HCM Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability, MURANO

2.1 †

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among HCM ACQUISITION CORP, ELÍAS SACAL CABABIÉ, ES AGRUPACIÓN, S.A. DE C.V., MURANO GLOBAL B.V., MPV INVESTMENT B.V., MURANO GLOBAL CAYMAN, and MURANO P.V., S.A. DE C.V. dated as of March 13, 2023 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS Section 1.1. Definitions 8 Section 1.2. Other Defined Terms 21 Section 1.3. Const

SPONSOR SUPPORT AGREEMENT

Exhibit 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of March 13, 2023, is entered into by and between HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the other holders of HCM Class B Ordinary Shares set forth on Schedule I hereto (the “Other Class B Holders” and, together with the Sponsor, collective

SPONSOR SUPPORT AGREEMENT

Exhibit 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of March 13, 2023, is entered into by and between HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the other holders of HCM Class B Ordinary Shares set forth on Schedule I hereto (the “Other Class B Holders” and, together with the Sponsor, collective

2.1 †

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among HCM ACQUISITION CORP, ELÍAS SACAL CABABIÉ, ES AGRUPACIÓN, S.A. DE C.V., MURANO GLOBAL B.V., MPV INVESTMENT B.V., MURANO GLOBAL CAYMAN, and MURANO P.V., S.A. DE C.V. dated as of March 13, 2023 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS Section 1.1. Definitions 8 Section 1.2. Other Defined Terms 21 Section 1.3. Const

FORM OF LOCK-UP AGREEMENT [MONTH] [DAY], 2023

EX-99.2 5 brhc10049755ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 EXHIBIT B FORM OF LOCK-UP AGREEMENT [MONTH] [DAY], 2023 Murano Global B.V. [ADDRESS] Re: Lock-Up Agreement Ladies and Gentlemen: This letter agreement is being delivered pursuant to that certain Business Combination Agreement (the “Agreement”), dated as of March [], 2023, by and among HCM Acquisition Corp., a Cayman Islands exempted compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2023 HCM Acquisition Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2023 HCM Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incorporation) (Commissi

Murano PV, S.A. DE C.V., a Mexican Development Company, to Become a Public Company Through Business Combination with HCM Acquisition Corp Development company with experienced management team in the structuring, development and assessment of industria

Exhibit 99.1 Murano PV, S.A. DE C.V., a Mexican Development Company, to Become a Public Company Through Business Combination with HCM Acquisition Corp Development company with experienced management team in the structuring, development and assessment of industrial, residential, corporate office, and hotel projects in Mexico with a national footprint and international outreach aimed at institutiona

Murano PV, S.A. DE C.V., a Mexican Development Company, to Become a Public Company Through Business Combination with HCM Acquisition Corp Development company with experienced management team in the structuring, development and assessment of industria

Exhibit 99.1 Murano PV, S.A. DE C.V., a Mexican Development Company, to Become a Public Company Through Business Combination with HCM Acquisition Corp Development company with experienced management team in the structuring, development and assessment of industrial, residential, corporate office, and hotel projects in Mexico with a national footprint and international outreach aimed at institutiona

FORM OF REGISTRATION RIGHTS AGREEMENT

EX-99.3 6 brhc10049755ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [ ], 2023, is made and entered into by and among (i) Murano Global B.V. a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law (the “Company”), (ii) HCM Investor Holdin

FORM OF REGISTRATION RIGHTS AGREEMENT

Exhibit 99.3 EXHIBIT A FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [ ], 2023, is made and entered into by and among (i) Murano Global B.V. a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law (the “Company”), (ii) HCM Investor Holdings, LLC, a Delaware limited liability company

HCMA / Hcm Acquisition Corp - Class A / Apollo Management Holdings GP, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm236180d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 HCM Acquisition Corp (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G4365A101 (CINS Number) December 31, 2022 (Date of Event Which Requires Filing of this State

HCMA / Hcm Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 hcma20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 HCM ACQUISITION CORPORATION (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4365A101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropria

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2022 HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2022 HCM ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2022 HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incorporation) (Commi

REVERSAL COMMITMENT FORM

EX-99.1 2 brhc10045593ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 HCM Acquisition Corp Requests that Public Shareholders Indicate their Intention as to Election Reversals STAMFORD, Conn., Dec. 19, 2022 (GLOBE NEWSWIRE) — HCM Acquisition Corp (the “Company”) (NASDAQ: HCMA) today announced the following in connection with its extraordinary general meeting of the shareholders currently scheduled to proceed

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2022 HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2022 HCM ACQUISITION

DEFA14A 1 brhc10045593defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2022 HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or o

REVERSAL COMMITMENT FORM

Exhibit 99.1 HCM Acquisition Corp Requests that Public Shareholders Indicate their Intention as to Election Reversals STAMFORD, Conn., Dec. 19, 2022 (GLOBE NEWSWIRE) ? HCM Acquisition Corp (the ?Company?) (NASDAQ: HCMA) today announced the following in connection with its extraordinary general meeting of the shareholders currently scheduled to proceed at 10:00 a.m. Eastern time, on Tuesday, Decemb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

King & Spalding LLP

King & Spalding LLP 1180 Peachtree Street N.E. Atlanta, GA 30309-3521 www.kslaw.com Kevin E. Manz [email protected] T 212.556.2133 F 212.556.2222 November 16, 2022 Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, DC 20549 Attn: Ruairi Regan Jeffrey Gabor Re: HCM Acquisition Corp Preliminary Proxy Statement on Schedul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41241 HCM ACQUISITION C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41241 HCM ACQUISITION CORP (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41241 HCM ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41241 HCM Acquisition

HCM Acquisition Corp Announces the Separate Trading of Its Class A Ordinary Shares and Warrants, Commencing on March 14, 2022

Exhibit 99.1 HCM Acquisition Corp Announces the Separate Trading of Its Class A Ordinary Shares and Warrants, Commencing on March 14, 2022 STAMFORD, Conn., March 11, 2022 (GLOBE NEWSWIRE)—HCM Acquisition Corp (Nasdaq: HCMAU) ("HCM" or the "Company") announced that holders of the units sold in the Company's initial public offering of 28,750,000 units completed on January 25, 2022 (the "offering") m

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2022 HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (State or other jurisdiction of incorporation) (Commissi

Apollo Management Holdings GP, LLC - SC 13G

SC 13G 1 tm225000d4sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 HCM Acquisition Corp (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G4365A119** (CINS Number) January 25, 2022 (Date of Event Which Requires Filing of this Statement)

HCM ACQUISITION CORP INDEX TO FINANCIAL STATEMENT

EX-99.1 2 nt10020926x13ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 HCM ACQUISITION CORP   INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-1 Balance Sheet as of January 25, 2022 F-2 Notes to Financial Statement F-3 F-i REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of HCM Acquisition Corp Opinion on the Fin

Financial Statements and Exhibits, Other Events

8-K 1 nt10020926x138k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2022 (January 25, 2022) HCM Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41241 98-1581263 (Stat

Linden Capital L.P. - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HCM Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4365A119 (CUSIP Number) January 25, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

JOINT FILING AGREEMENT

Page 1 0 of 10 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Ordinary Shares of HCM Acquisition Corp dated as of January 25, 2022 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

HCM ACQUISITION CORP 100 First Stamford Place Suite 330 Stamford, CT 06902 January 20, 2022

Exhibit 10.8 Execution Version HCM ACQUISITION CORP 100 First Stamford Place Suite 330 Stamford, CT 06902 January 20, 2022 HCM Investor Holdings, LLC 100 First Stamford Place Suite 330 Stamford, CT 06902 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement on Form S-1 (the ?Registration Statement?)

WARRANT AGREEMENT

EX-4.4 4 nt10020926x12ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 Execution Version WARRANT AGREEMENT THIS WARRANT AGREEMENT, dated as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as war

HCM Acquisition Corp Announces Pricing of $250 Million Initial Public Offering

EX-99.1 11 nt10020926x12ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 HCM Acquisition Corp Announces Pricing of $250 Million Initial Public Offering STAMFORD, CT (January 20, 2022) – HCM Acquisition Corp (the “Company”), a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or mo

UNDERWRITING AGREEMENT HCM ACQUISITION CORP CANTOR FITZGERALD & CO. Dated: January 20, 2022 HCM ACQUISITION CORP UNDERWRITING AGREEMENT

Exhibit 1.1 UNDERWRITING AGREEMENT between HCM ACQUISITION CORP and CANTOR FITZGERALD & CO. Dated: January 20, 2022 HCM ACQUISITION CORP UNDERWRITING AGREEMENT New York, New York January 20, 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, HCM Acquisition Corp, a Cayman Isla

HCM Acquisition Corp Announces Closing of $287,500,000 Initial Public Offering

EX-99.2 12 nt10020926x12ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 HCM Acquisition Corp Announces Closing of $287,500,000 Initial Public Offering January 25, 2022 STAMFORD, Ct.-(BUSINESS WIRE)-HCM Acquisition Corp (Nasdaq: HCMAU) (the “Company”), a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar busine

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

Exhibit 10.3(a) Execution Version PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of January 20, 2022, is entered into by and between HCM Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and HCM Investor Holdings, LLC

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION HCM ACQUISITION CORP (ADOPTED BY SPECIAL RESOLUTION DATED 14 JANUARY 2022 AND EFFECTIVE ON 20 JANUARY 2022) THE

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HCM ACQUISITION CORP (ADOPTED BY SPECIAL RESOLUTION DATED 14 JANUARY 2022 AND EFFECTIVE ON 20 JANUARY 2022) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HCM ACQUI

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.1 5 nt10020926x12ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental St

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2022 (January 20, 2022) HCM Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 0001-845368 98-1581263 (State or other jurisdiction of i

[Signature Page Follows]

Exhibit 10.7 Execution Version January 20, 2022 HCM Acquisition Corp 100 First Stamford Place Suite 330 Stamford, CT 06902 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among HCM Acquisition Corp, a Cayman Islands exempted company (the

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

EX-10.3B 8 nt10020926x12ex10-3b.htm EXHIBIT 10.3(B) Exhibit 10.3(b) Execution Version PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 20, 2022, is entered into by and between HCM Acquisition Corp, a Cayman Islands exempted com

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

EX-10.2 6 nt10020926x12ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 20, 2022, is made and entered into by and among HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), HCM Investor Holdings, LLC, a Delaware limited liability company

$250,000,000 HCM Acquisition Corp 25,000,000 units

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-253673 PROSPECTUS $250,000,000 HCM Acquisition Corp 25,000,000 units HCM Acquisition Corp is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesse

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HCM Acquisition Corp (Exact Name of Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HCM Acquisition Corp (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1581263 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificatio

* * * [Signature Page Follows]

January 18, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

* * * *

January 18, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

King & Spalding LLP

King & Spalding LLP 1185 Avenue of the Americas, 34th Floor New York, NY 10036-2601 www.

As filed with the U.S. Securities and Exchange Commission on January 13, 2022.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 13, 2022. No. 333-253673 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands ? ? 6770 ? ? 98-1581263 (State or other j

UNDERWRITING AGREEMENT HCM ACQUISITION CORP CANTOR FITZGERALD & CO. Dated: January [ ], 2022 HCM ACQUISITION CORP UNDERWRITING AGREEMENT

EX-1.1 2 nt10020926x5ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between HCM ACQUISITION CORP and CANTOR FITZGERALD & CO. Dated: January [ ], 2022 HCM ACQUISITION CORP UNDERWRITING AGREEMENT New York, New York January [ ], 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The und

[Signature Page Follows]

Exhibit 10.7 [?], 2022 HCM Acquisition Corp 100 First Stamford Place Suite 330 Stamford, CT 06902 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among HCM Acquisition Corp, a Cayman Islands exempted company (the ?Company?), Cantor Fitzg

AMENDED AND RESTATED PROMISSORY NOTE

EX-10.5 7 nt10020926x5ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL R

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.1 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of [?], 2022 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between HCM Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WH

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION HCM ACQUISITION CORP (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS

EX-3.2 3 nt10020926x5ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HCM ACQUISITION CORP (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF

As filed with the U.S. Securities and Exchange Commission on January 7, 2022.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 7, 2022. No. 333-253673 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands ? ? 6770 ? ? 98-1581263 (State or other ju

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

EX-10.2 6 nt10020926x5ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the

FORM OF WARRANT AGREEMENT

EX-4.4 4 nt10020926x5ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT, dated as of [●], 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in suc

UNDERWRITING AGREEMENT HCM ACQUISITION CORP CANTOR FITZGERALD & CO. Dated: November [ ], 2021 HCM ACQUISITION CORP UNDERWRITING AGREEMENT

Exhibit 1.1 UNDERWRITING AGREEMENT between HCM ACQUISITION CORP and CANTOR FITZGERALD & CO. Dated: November [ ], 2021 HCM ACQUISITION CORP UNDERWRITING AGREEMENT New York, New York November [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, HCM Acquisition Corp, a Cayman

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.1 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of [?], 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between HCM Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WH

As filed with the U.S. Securities and Exchange Commission on November 23, 2021.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on November 23, 2021. No. 333-253673 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1581263 (State or other jurisdic

UNDERWRITING AGREEMENT HCM ACQUISITION CORP CANTOR FITZGERALD & CO. Dated: November [ ], 2021 HCM ACQUISITION CORP UNDERWRITING AGREEMENT

EX-1.1 2 nt10020926x3ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between HCM ACQUISITION CORP and CANTOR FITZGERALD & CO. Dated: November [ ], 2021 HCM ACQUISITION CORP UNDERWRITING AGREEMENT New York, New York November [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The u

As filed with the U.S. Securities and Exchange Commission on November 5, 2021.

S-1/A 1 nt10020926x3s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on November 5, 2021. No. 333-253673 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 6770 98

[Signature Page Follows]

Exhibit 10.7 [•], 2021 HCM Acquisition Corp 100 First Stamford Place Suite 330 Stamford, CT 06902 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), Cantor Fitzg

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

Exhibit 10.3(a) PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of July [ ], 2021, is entered into by and between HCM Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and HCM Investor Holdings, LLC, a Delaware limited

FORM OF WARRANT AGREEMENT

Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT, dated as of [?], 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), is by and between HCM Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS,

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.1 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of [?], 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between HCM Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WH

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among HCM Acquisition Corp, a Cayman Islands exempted company (the ?Company?), HCM Investor Holdings, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

EX-10.3(B) 10 nt10020926x3ex10-3b.htm EXHIBIT 10.3(B) Exhibit 10.3(b) PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), a

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION HCM ACQUISITION CORP (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS

EX-3.2 3 nt10020926x3ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HCM ACQUISITION CORP (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF

PROMISSORY NOTE

EX-10.5 13 nt10020926x2ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTO

As filed with the U.S. Securities and Exchange Commission on July 2, 2021.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on July 2, 2021. No. 333-253673 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1581263 (State or other jurisdiction

INDEMNITY AGREEMENT

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of July [ ], 2021, by and between HCM Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and [ ] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless they are provided

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

EX-10.(3)(B) 11 nt10020926x2ex10-3b.htm EXHIBIT 10.3(B) Exhibit 10.3(b) PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of July [ ], 2021, is entered into by and between HCM Acquisition Corp, a Cayman Islands exempted company (the “Compa

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.1 8 nt10020926x2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of July [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust

HCM ACQUISITION CORP 100 First Stamford Place, Suite 330 Stamford, CT 06902

EX-10.6 14 nt10020926x2ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 HCM ACQUISITION CORP 100 First Stamford Place, Suite 330 Stamford, CT 06902 February 10, 2021 HCM Investor Holdings, LLC 100 First Stamford Place, Suite 330 Stamford, CT 06902 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer HCM Investor Holdings, LLC (the “Subscriber” or “you”) has made to pu

HCM ACQUISITION CORP 100 First Stamford Place Suite 330 Stamford, CT 06902 July [ ], 2021

EX-10.8 16 nt10020926x2ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 HCM ACQUISITION CORP 100 First Stamford Place Suite 330 Stamford, CT 06902 July [ ], 2021 HCM Investor Holdings, LLC 100 First Stamford Place Suite 330 Stamford, CT 06902 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the

THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION HCM ACQUISITION CORP

Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF HCM ACQUISITION CORP Auth Code: G28612188795 www.verify.gov.ky THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF HCM ACQUISITION CORP 1 The name of the Company is HCM Acquisition Corp 2 The Registered Office o

SPECIMEN UNIT CERTIFICATE NUMBER U–[ ] UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G4365A 119 HCM ACQUISITION CORP UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO P

EX-4.1 4 nt10020926x2ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER U–[ ] UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G4365A 119 HCM ACQUISITION CORP UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each unit (“Unit”

UNDERWRITING AGREEMENT HCM ACQUISITION CORP. CANTOR FITZGERALD & CO. Dated: July [ ], 2021 HCM ACQUISITION CORP. UNDERWRITING AGREEMENT

EX-1.1 2 nt10020926x2ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between HCM ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: July [ ], 2021 HCM ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York July [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersi

FORM OF WARRANT AGREEMENT

EX-4.4 7 nt10020926x2ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT, dated as of July [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (i

SPECIMEN WARRANT CERTIFICATE NUMBER W–[ ] CUSIP G4365A 127 THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW HCM ACQUISITION CORP Incorporated Under the La

Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE [FACE] NUMBER W–[ ] CUSIP G4365A 127 Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW HCM ACQUISITION CORP Incorporated Under the Laws of the Cayman Islands Warrant Certificate THIS WARRANT CERTIFICATE CERTIFIES THAT [ ], or registered assigns, is the re

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

Exhibit 10.3(a) PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of July [ ], 2021, is entered into by and between HCM Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and HCM Investor Holdings, LLC, a Delaware limited

SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER C–[ ] SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G4365A 101 HCM ACQUISITION CORP CLASS A ORDINARY SHARES

EX-4.2 5 nt10020926x2ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER C–[ ] SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G4365A 101 HCM ACQUISITION CORP CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of fully paid and non-assessable Class A ordinary shares, par value US$0.0001 per share, of HCM Acquisition Corp, a Cayman Islands exempted company (t

[Signature Page Follows]

EX-10.7 15 nt10020926x2ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 July [•], 2021 HCM Acquisition Corp 100 First Stamford Place Suite 330 Stamford, CT 06902 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among HCM Acquisition Corp, a Cayman Is

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

EX-10.2 9 nt10020926x2ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July [ ], 2021, is made and entered into by and among HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), HCM Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

EX-99.2 4 nt10020926x1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE In connection with the filing by HCM Acquisition Corp (the “Company”) of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being nam

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

EX-99.3 5 nt10020926x1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE In connection with the filing by HCM Acquisition Corp (the “Company”) of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being nam

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Exhibit 99.1 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE In connection with the filing by HCM Acquisition Corp (the ?Company?) of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of b

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

EX-99.4 6 nt10020926x1ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE In connection with the filing by HCM Acquisition Corp (the “Company”) of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being nam

Registration Statement - S-1

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 1, 2021. No. 333-[   ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HCM ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1581263 (State or other jurisdiction of incorporation or