Group 1 - The company, HCM III Acquisition Corp., has priced its initial public offering (IPO) at $10.00 per unit, consisting of 22,000,000 units [1] - Each unit includes one Class A ordinary share and one-third of a redeemable warrant, with the warrants exercisable at $11.50 per share [1] - The units will be listed on the Nasdaq Global Market under the ticker symbol "HCMAU" starting August 1, 2025 [1] Group 2 - Cantor Fitzgerald & Co. is the sole bookrunner for the offering and has a 45-day option to purchase an additional 3,300,000 units to cover over-allotments [2] - The company aims to identify businesses that provide disruptive technology or innovations within the financial services industry [3][7] - The focus will be on acquiring established businesses that are fundamentally sound but require assistance to maximize their potential value [3][7] Group 3 - A registration statement for the securities was filed with the SEC and declared effective on July 31, 2025 [5] - The public offering is being made only by means of a prospectus, which will be available from Cantor Fitzgerald & Co. [4]

Part I. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents HCM Acquisition Corp's unaudited condensed financial statements, including balance sheets, operations, equity, and cash flows, for the period ended September 30, 2023 [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets significantly decreased from $298.6 million to $44.8 million due to share redemptions, while liabilities also declined Condensed Balance Sheet Highlights (Unaudited) | Account | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$44,847,360** | **$298,599,516** | | Cash and marketable securities held in trust account | $44,680,719 | $297,619,343 | | **Total Liabilities** | **$8,729,480** | **$16,956,165** | | Deferred underwriting fee payable | $3,000,000 | $15,125,000 | | Class A ordinary shares subject to possible redemption | $44,680,719 | $297,619,343 | | **Total Shareholders' Deficit** | **($8,562,839)** | **($15,975,992)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Net income for the nine months ended September 30, 2023, was $1.18 million, a decrease from $11.96 million in 2022 Condensed Statements of Operations (Unaudited) | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Loss from operations | ($3,858,238) | ($946,108) | | Interest earned on marketable securities held in Trust Account | $4,736,501 | $1,146,917 | | Change in fair value of warrant liabilities | $0 | $11,497,500 | | **Net Income** | **$1,178,392** | **$11,956,900** | | Basic and diluted net income per share, Class A | $0.05 | $0.33 | [Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) Shareholders' deficit improved from $(16.0) million to $(8.6) million, driven by a non-cash gain from deferred underwriting fee reduction Changes in Shareholders' Deficit (Jan 1, 2023 to Sep 30, 2023) | Item | Amount | | :--- | :--- | | Balance — January 1, 2023 | ($15,975,992) | | Reduction of Deferred Underwriting Fee | $11,827,938 | | Net income (allocated to deficit) | $851,333 | | Accretion for Class A ordinary shares to redemption amount | ($5,593,177) | | **Balance — September 30, 2023** | **($8,562,839)** | [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $1.04 million, while investing and financing activities primarily related to share redemptions Condensed Statements of Cash Flows Highlights (Nine Months Ended Sep 30, 2023) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | ($1,043,319) | | Net cash provided by investing activities | $257,675,125 | | Net cash used in financing activities | ($257,345,126) | | **Net Change in Cash and Cash Equivalents** | **($713,320)** | [Notes to Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the company's SPAC status, business combination deadline extension, share redemptions, and going concern uncertainties - The company is a **blank check company** formed to effect a business combination[22](index=22&type=chunk) - Shareholders approved extending the business combination deadline on April 19, 2023, leading to the redemption of **24.7 million** ordinary shares[40](index=40&type=chunk) - An Amended and Restated Business Combination Agreement was entered into with Murano PV, S.A. DE C.V. on August 2, 2023[107](index=107&type=chunk) - Management identified **substantial doubt** about the company's ability to continue as a going concern due to the approaching liquidation date and limited cash[47](index=47&type=chunk)[156](index=156&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's operational results, liquidity, and capital resources, highlighting its reliance on trust account interest and going concern issues Results of Operations Summary | Period | Net (Loss) Income | Key Drivers | | :--- | :--- | :--- | | **3 Months Ended Sep 30, 2023** | **($945,139)** | $1.5M operating costs offset by $0.6M interest income | | **3 Months Ended Sep 30, 2022** | **$1,867,031** | $2.2M other income (interest, unrealized gains, warrant value change) offset by $0.4M operating costs | | **9 Months Ended Sep 30, 2023** | **$1,178,392** | $5.0M other income (interest, fee reduction) offset by $3.9M operating costs | | **9 Months Ended Sep 30, 2022** | **$11,956,900** | $12.9M other income (primarily $11.5M warrant value change) offset by $0.9M operating costs | - As of September 30, 2023, the company held **$79,103** in cash and **$44.7 million** in marketable securities within the Trust Account[151](index=151&type=chunk)[150](index=150&type=chunk) - The business combination deadline was extended to November 25, 2023, with potential monthly extensions until **January 25, 2024**[154](index=154&type=chunk)[47](index=47&type=chunk) - The deferred underwriting fee was reduced by **$12.1 million**, with **$3.0 million** remaining payable upon business combination[160](index=160&type=chunk)[100](index=100&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) Disclosure for market risk is not required as the company qualifies as a smaller reporting company - Disclosure is not required as the company is a **smaller reporting company**[170](index=170&type=chunk) [Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2023, with no material changes to internal controls - Management concluded that disclosure controls and procedures were **effective** as of September 30, 2023[172](index=172&type=chunk) - No **material changes** occurred in internal control over financial reporting during the quarter ended September 30, 2023[173](index=173&type=chunk) Part II. Other Information [Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has **no legal proceedings** to report[175](index=175&type=chunk) [Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the Form 10-K for the fiscal year ended December 31, 2022 - There have been **no material changes** to the risk factors disclosed in the Form 10-K for the fiscal year ended December 31, 2022[175](index=175&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or changes in the use of proceeds - The company reports **none**[176](index=176&type=chunk) [Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company reports **none**[176](index=176&type=chunk) [Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - The company reports **none**[176](index=176&type=chunk) [Other Information](index=38&type=section&id=Item%205.%20Other%20Information) The company reports no other information - The company reports **none**[176](index=176&type=chunk) [Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including the Amended and Restated Business Combination Agreement and various officer certifications - Lists filed exhibits, including the **Amended and Restated Business Combination Agreement** dated August 2, 2023, and various officer certifications[177](index=177&type=chunk)

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The blank check company reported a $2.1 million net income for H1 2023, driven by trust account interest, with significant share redemptions reducing trust assets and raising going concern doubts [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) Notes detail the company's blank check status, IPO, business combination deadline extension to January 2024 with significant share redemptions, and related financial policies and transactions - On April 19, 2023, shareholders approved extending the business combination deadline, leading to the redemption of **24,670,594 ordinary shares**, with **$258.5 million** withdrawn from the Trust Account[37](index=37&type=chunk)[38](index=38&type=chunk) - The company entered into a Business Combination Agreement with Murano PV on March 13, 2023, later amended on August 2, 2023, to change the post-merger public company's incorporation from the Netherlands to the Bailiwick of Jersey[99](index=99&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - Management has substantial doubt about the Company's ability to continue as a going concern due to the mandatory liquidation deadline if a Business Combination is not completed by the extended date of January 25, 2024[44](index=44&type=chunk) - The deferred underwriting commission payable upon a business combination was reduced by **$12.125 million** to a remaining **$3.0 million** after an agreement with the underwriter[97](index=97&type=chunk) - The Sponsor has provided loans to fund monthly extensions of the business combination deadline, with **$428,338** advanced as of June 30, 2023, under a promissory note[91](index=91&type=chunk) Condensed Balance Sheet Comparison (Unaudited) | | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $126,741 | $792,423 | | Cash and marketable securities held in trust account | $43,679,931 | $297,619,343 | | **Total Assets** | **$43,940,547** | **$298,599,516** | | **Liabilities & Equity** | | | | Total Liabilities | $6,877,528 | $16,956,165 | | Class A ordinary shares subject to possible redemption | $43,679,931 | $297,619,343 | | Total Shareholders' Deficit | ($6,616,912) | ($15,975,992) | | **Total Liabilities, Redemption Shares, and Deficit** | **$43,940,547** | **$298,599,516** | Condensed Statement of Operations (Unaudited) | | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Loss from operations | ($2,340,609) | ($568,562) | | Interest earned on marketable securities held in Trust Account | $4,164,051 | $547,651 | | Change in fair value of warrant liabilities | $0 | $10,676,250 | | **Net income** | **$2,123,531** | **$10,089,869** | | **Basic and diluted net income per share, Class A** | **$0.07** | **$0.29** | Condensed Statement of Cash Flows (Unaudited) | | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($595,682) | ($611,529) | | Net cash provided by (used in) investing activities | $258,103,463 | ($293,250,000) | | Net cash (used in) provided by financing activities | ($258,173,463) | $294,932,450 | | **Net Change in Cash and Cash Equivalents** | **($665,682)** | **$1,070,921** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes the blank check company's financial performance, noting a decrease in net income to $2.1 million for H1 2023 due to prior year's non-recurring gains, constrained liquidity, and reliance on sponsor loans, reinforcing going concern doubts Results of Operations Comparison (Unaudited) | | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | **Net Income** | **$2,123,531** | **$10,089,869** | | *Key Components* | | | | Operating Costs | ($2,340,609) | ($568,562) | | Interest Income (Trust) | $4,164,051 | $547,651 | | Change in Fair Value of Warrants | $0 | $10,676,250 | - As of June 30, 2023, the company had cash of **$126,741** and marketable securities in the Trust Account of **$43,679,931**, with the significant decrease in trust assets from **$293.3 million** at IPO due to shareholder redemptions[148](index=148&type=chunk)[149](index=149&type=chunk) - The mandatory liquidation date of August 25, 2023 (extendable monthly to January 25, 2024) and low cash balance raise substantial doubt about the company's ability to continue as a going concern[153](index=153&type=chunk) - The company has several contractual obligations contingent on a business combination, including a **$3 million** deferred underwriting fee, a potential **$1 million** finder's fee, and advisory fees to Cohen & Company Capital Markets[157](index=157&type=chunk)[158](index=158&type=chunk)[160](index=160&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, the company is not required to provide this information - This disclosure is not required for smaller reporting companies[167](index=167&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control over financial reporting identified during the quarter - Based on an evaluation as of June 30, 2023, management concluded that the company's disclosure controls and procedures were effective[169](index=169&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[170](index=170&type=chunk) [Part II. Other Information](index=36&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - None[172](index=172&type=chunk) [Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) The company states there have been no material changes to the risk factors previously disclosed in its Form 10-K for the fiscal year ended December 31, 2022 - There have been no material changes to the risk factors disclosed in the Form 10-K for the period ended December 31, 2022[172](index=172&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or changes in the use of proceeds - None[174](index=174&type=chunk) [Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[174](index=174&type=chunk) [Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[174](index=174&type=chunk) [Other Information](index=37&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[174](index=174&type=chunk) [Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, which include certifications by the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act, and XBRL data files - The report includes officer certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act and XBRL data files as filed exhibits[176](index=176&type=chunk)

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for the quarter ended March 31, 2023, detailing a net income of $851,333 primarily from trust account interest and total assets of $300.7 million Condensed Balance Sheet (Unaudited) | | March 31, 2023 ($) | December 31, 2022 ($) | | :--- | :--- | :--- | | **Total Assets** | **300,706,119** | **298,599,516** | | Cash and marketable securities held in trust account | 300,037,814 | 297,619,343 | | **Total Liabilities** | **6,383,497** | **16,956,165** | | Deferred underwriting fee payable | 3,000,000 | 15,125,000 | | **Total Shareholders' Deficit** | **(5,715,192)** | **(15,975,992)** | Condensed Statement of Operations (Unaudited) | | Three Months Ended March 31, 2023 ($) | Three Months Ended March 31, 2022 ($) | | :--- | :--- | :--- | | Loss from operations | (1,590,450) | (406,424) | | Interest earned on marketable securities held in Trust Account | 2,418,471 | 95,502 | | Change in fair value of warrant liabilities | (273,750) | 7,938,750 | | **Net income** | **851,333** | **7,104,081** | | **Basic and diluted net income per share, Class A** | **0.02** | **0.23** | [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) The notes detail the company's status as a blank check company, its January 2022 IPO, the March 2023 business combination agreement with Murano PV, and the April 2023 shareholder vote to extend the deadline, which triggered the redemption of 24.7 million shares, also covering accounting policies for warrants and redeemable Class A shares - The Company operates as a blank check company, with all activities through March 31, 2023, focused on its formation, IPO, and search for a business combination target[23](index=23&type=chunk)[25](index=25&type=chunk) - On March 13, 2023, the Company entered into a Business Combination Agreement with Murano PV, S.A. DE C.V., which, if consummated, will result in the company becoming a wholly-owned subsidiary of a new public company, PubCo[101](index=101&type=chunk) - Shareholders voted on April 19, 2023, to extend the business combination deadline to May 25, 2023, with further monthly options until January 25, 2024, leading to the redemption of **24,670,594** ordinary shares and a **$258.5 million** withdrawal from the Trust Account[41](index=41&type=chunk)[127](index=127&type=chunk) - Underwriters agreed on March 13, 2023, to forfeit **80.17%** of deferred underwriting commissions, reducing the fee from **$15,125,000** to **$3,000,000**, payable upon business combination completion[99](index=99&type=chunk) - The company accounts for warrants as liabilities at fair value, with changes recognized in the statement of operations, valuing public warrants using market quotes (Level 1) and Private Placement Warrants using a binomial lattice model (Level 3)[61](index=61&type=chunk)[124](index=124&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial state as a blank check company with no operations or revenue, reporting a Q1 2023 net income of $851,333, a significant decrease from Q1 2022, and acknowledges substantial doubt about its going concern ability due to limited cash and impending business combination deadline, while detailing reduced deferred underwriting fees and potential advisor fees Quarterly Results Comparison | | Three Months Ended March 31, 2023 ($) | Three Months Ended March 31, 2022 ($) | | :--- | :--- | :--- | | **Net Income** | **851,333** | **7,104,081** | | Interest Earned on Trust Account | 2,418,471 | 95,502 | | Change in Fair Value of Warrant Liabilities | (273,750) | 7,938,750 | | Operating Costs | (1,590,450) | (406,424) | - As of March 31, 2023, the company reported **$467,492** in cash and a working capital deficit of **$1,893,942**, leading management to conclude substantial doubt about its ability to continue as a going concern without a timely business combination[46](index=46&type=chunk)[146](index=146&type=chunk) - A fee reduction agreement on March 13, 2023, decreased the deferred underwriting commission to **$3,000,000**, payable upon business combination completion[149](index=149&type=chunk) - The company engaged Cohen & Company Capital Markets (CCM) as a financial advisor for the merger, with fees including **$1,000,000** upon closing and a potential discretionary fee up to **$1,000,000**[150](index=150&type=chunk)[151](index=151&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, HCM Acquisition Corp is not required to provide disclosures for this item - Disclosure is not required for smaller reporting companies[160](index=160&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the principal executive and financial officers, evaluated the company's disclosure controls and procedures and concluded they were effective as of March 31, 2023, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of March 31, 2023, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[162](index=162&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[163](index=163&type=chunk) [Part II. Other Information](index=35&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - None[165](index=165&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) The company states there have been no material changes to the risk factors previously disclosed in its Form 10-K for the fiscal year ended December 31, 2022 - There have been no material changes to the risk factors disclosed in the Form 10-K for the period ended December 31, 2022[165](index=165&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds for the period - None[166](index=166&type=chunk) [Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[166](index=166&type=chunk) [Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[166](index=166&type=chunk) [Other Information](index=36&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[166](index=166&type=chunk) [Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, primarily consisting of officer certifications required by the Sarbanes-Oxley Act and XBRL interactive data files List of Exhibits | No. | Description of Exhibit | | :--- | :--- | | 31.1* | Certification of Principal Executive Officer (SOX 302) | | 31.2* | Certification of Principal Financial Officer (SOX 302) | | 32.1* | Certification of Principal Executive Officer (SOX 906) | | 32.2* | Certification of Principal Financial Officer (SOX 906) | | 101.INS* | XBRL Instance Document | | 101.SCH* | XBRL Taxonomy Extension Schema Document | | 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | | 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |

Part I [Business](index=5&type=section&id=Item%201.%20Business) HCM Acquisition Corp is a Cayman Islands blank check company with no operations, formed to acquire a disruptive financial services technology company within 15 months of its January 2022 IPO - The company is a blank check or "shell company" with no current operations or revenue, formed solely to effect a business combination[15](index=15&type=chunk) Initial Public Offering Details | Offering Detail | Value | | :--- | :--- | | Initial Public Offering (IPO) Date | January 25, 2022 | | Units Offered | 28,750,000 | | Price per Unit | $10.00 | | Gross Proceeds (IPO) | $287.5 million | | Gross Proceeds (Private Placement Warrants) | $13 million | | Amount Deposited in Trust Account | $293.25 million | - The business strategy targets acquiring companies with **disruptive technology or innovations** within the financial services industry, including FinTech, payments, insurance, asset management, and blockchain technology[20](index=20&type=chunk)[28](index=28&type=chunk) - The company must complete an initial business combination within **15 months** of its IPO closing, or it will cease operations and redeem public shares[90](index=90&type=chunk) - Public shareholders can redeem their shares for a pro-rata portion of the trust account upon business combination completion, with an anticipated initial redemption value of **$10.20 per share**[76](index=76&type=chunk) - Potential conflicts of interest arise as management and the sponsor have fiduciary duties to other entities and may sponsor competing blank check companies[32](index=32&type=chunk)[35](index=35&type=chunk)[113](index=113&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including its limited operating history, the challenge of completing a business combination within the timeframe, potential high redemption rates, conflicts of interest, and market disruptions - The company is a newly incorporated entity with no operating history, and its ability to complete an initial business combination remains uncertain[131](index=131&type=chunk) - The **15-month** deadline to complete a business combination grants potential targets negotiating leverage and may limit due diligence time[140](index=140&type=chunk) - High public shareholder redemption rates could render the company's financial condition unattractive to targets, potentially preventing a business combination from closing[136](index=136&type=chunk)[137](index=137&type=chunk) - The sponsor and management have conflicts of interest, as failure to complete a business combination would result in the loss of their entire investment, potentially influencing target selection[226](index=226&type=chunk) - Warrants are accounted for as a liability, with fair value changes impacting earnings, potentially affecting stock price and hindering business combination consummation[201](index=201&type=chunk) - As a Cayman Islands company, U.S. investors may face difficulties enforcing legal rights or judgments from U.S. courts[259](index=259&type=chunk)[260](index=260&type=chunk)[261](index=261&type=chunk) - The COVID-19 pandemic and other market disruptions could materially adversely affect the search for a business combination and any potential target's business[185](index=185&type=chunk) [Unresolved Staff Comments](index=64&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) The company has no unresolved comments from the Securities and Exchange Commission staff - The company has no unresolved staff comments[272](index=272&type=chunk) [Properties](index=64&type=section&id=Item%202.%20Properties.) The company's corporate offices in Stamford, Connecticut, are provided by a Sponsor affiliate under an administrative services agreement - The company's corporate office is located in Stamford, Connecticut, with costs covered by a **$10,000 per month** fee paid to a Sponsor affiliate for administrative services[273](index=273&type=chunk) [Legal Proceedings](index=64&type=section&id=Item%203.%20Legal%20Proceedings.) The company is not currently involved in any material legal proceedings, nor are any known to be threatened - The company is not currently subject to any material legal proceedings[274](index=274&type=chunk) [Mine Safety Disclosures](index=64&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This disclosure item is not applicable to the company's operations - This item is not applicable to the company[275](index=275&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=65&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) This section provides market information for the company's Nasdaq-listed securities, including trading symbols, dividend policy, and details of unregistered securities sales - The company's Units, Class A Ordinary Shares, and public Warrants trade on Nasdaq under symbols **HCMAU, HCMA, and HCMAW**, with trading commencing in Q1 2022[277](index=277&type=chunk) Market Price Information (2022) | Quarter Ended (2022) | Units (HCMAU) High/Low | Class A Shares (HCMA) High/Low | Warrants (HCMAW) High/Low | | :--- | :--- | :--- | :--- | | March 31, 2022 | $10.01 / $9.95 | $9.97 / $9.87 | $0.26 / $0.15 | | June 30, 2022 | $10.34 / $9.91 | $10.05 / $9.91 | $0.23 / $0.10 | | September 30, 2022 | $10.14 / $10.00 | $10.11 / $9.98 | $0.18 / $0.06 | | December 31, 2022 | $10.24 / $10.09 | $10.41 / $10.06 | $0.10 / $0.01 | - The company has not paid and does not plan to pay any cash dividends prior to completing its initial Business Combination[281](index=281&type=chunk) - Unregistered securities sales include **10,062,500 Founder Shares** issued to the Sponsor for **$25,000** and **13 million Private Placement Warrants** sold for **$13 million** to the Sponsor and Cantor Fitzgerald[283](index=283&type=chunk)[284](index=284&type=chunk)[288](index=288&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=67&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) As a blank check company, HCM reported **$14.8 million** net income for 2022, primarily from trust account interest and warrant liability fair value changes, while facing substantial doubt about its going concern ability due to its April 2023 business combination deadline Financial Performance for the Year Ended December 31, 2022 | Financial Metric | Amount (USD) | | :--- | :--- | | Net Income | $14.8 million | | Interest Earned on Trust Account | $4.3 million | | Change in Fair Value of Warrant Liabilities | $12.9 million | | Operating Costs | ($1.9 million) | - As of December 31, 2022, the company held **$792,423** in cash and **$297.6 million** in marketable securities within the Trust Account[302](index=302&type=chunk)[303](index=303&type=chunk) - Management has determined substantial doubt exists regarding the company's ability to continue as a going concern due to the mandatory liquidation date of **April 25, 2023**, if a business combination is not completed or an extension is not approved[306](index=306&type=chunk)[360](index=360&type=chunk) - Contractual obligations include a deferred underwriting fee of **$15.1 million** payable upon a business combination and a monthly fee of up to **$10,000** to a Sponsor affiliate for administrative services[308](index=308&type=chunk)[309](index=309&type=chunk) [Financial Statements and Supplementary Data](index=70&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section presents the audited financial statements for 2022 and 2021, including the auditor's going concern emphasis, and notes the subsequent signing of a Business Combination Agreement with Murano PV, S.A. DE C.V - The independent auditor's report includes an explanatory paragraph highlighting substantial doubt about the company's ability to continue as a going concern[323](index=323&type=chunk) Balance Sheet Summary as of December 31, 2022 | Balance Sheet Item | Amount (USD) | | :--- | :--- | | Total Assets | $298.6 million | | Cash and marketable securities in trust | $297.6 million | | Total Liabilities | $17.0 million | | Class A ordinary shares subject to redemption | $297.6 million | | Total Shareholders' (Deficit) | ($16.0 million) | - Warrants are accounted for as liabilities and measured at fair value, with public warrants valued at **$287,500** (Level 1) and private placement warrants at **$260,000** (Level 3) as of December 31, 2022[312](index=312&type=chunk)[414](index=414&type=chunk) - Subsequent to the reporting period, on **March 13, 2023**, the company entered into a definitive Business Combination Agreement with MURANO PV, S.A. DE C.V[418](index=418&type=chunk) - On **March 27, 2023**, the company filed a proxy statement for a shareholder meeting to vote on extending the business combination deadline from **April 25, 2023**, potentially up to **January 25, 2024**[422](index=422&type=chunk) [Controls and Procedures](index=94&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2022, with no material changes during the recent fiscal quarter - Management concluded the company's disclosure controls and procedures were effective as of **December 31, 2022**[424](index=424&type=chunk) - Based on the COSO framework, management determined the company maintained effective internal control over financial reporting as of **December 31, 2022**[427](index=427&type=chunk) - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[428](index=428&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=96&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) This section details the company's leadership, including key executives and independent directors, and addresses potential conflicts of interest arising from management's external fiduciary duties Executive Officers and Directors | Name | Title | | :--- | :--- | | Shawn Matthews | Chairman and Chief Executive Officer | | James Bond | President, Chief Financial Officer and Director | | Jacob Loveless | Director | | Steven Bischoff | Director | | David Goldfarb | Director | - The board of directors is divided into three classes and includes **three independent directors** who comprise the Audit, Nominating, and Compensation committees[438](index=438&type=chunk)[443](index=443&type=chunk)[444](index=444&type=chunk) - Significant conflicts of interest are disclosed, as executive officers have fiduciary duties to other entities like Hondius Capital Management, potentially competing for business opportunities[460](index=460&type=chunk)[464](index=464&type=chunk)[469](index=469&type=chunk) - The company has adopted a Code of Ethics applicable to its directors, officers, and employees[457](index=457&type=chunk) [Executive Compensation](index=104&type=section&id=Item%2011.%20Executive%20Compensation.) Executive officers and directors receive no cash compensation, with an affiliate reimbursed for administrative services, and post-business combination compensation to be determined by the new board - No executive officers or directors have received cash compensation for services rendered, only reimbursement for out-of-pocket expenses[479](index=479&type=chunk) - An affiliate of the sponsor receives up to **$10,000 per month** for office space and administrative services[479](index=479&type=chunk) - Post-business combination compensation for directors or management will be determined by the board of the new combined company[480](index=480&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=105&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) This section details beneficial ownership as of March 29, 2023, highlighting the Sponsor's significant stake and the collective **25.9%** ownership by executive officers and directors, granting them substantial voting influence Beneficial Ownership as of March 29, 2023 | Name of Beneficial Owner | Number of Shares Beneficially Owned | Approximate Percentage of Outstanding | | :--- | :--- | :--- | | HCM Investor Holdings, LLC | 9,987,500 | 25.7% | | Shawn Matthews | 9,987,500 | 25.7% | | All executive officers and directors as a group (5 individuals) | 10,062,500 | 25.9% | - The ownership structure grants initial shareholders effective control over matters requiring shareholder approval, including director appointments prior to the initial business combination[486](index=486&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=107&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence.) This section details related party transactions, including the Sponsor's purchase of Founder Shares and Private Placement Warrants, administrative service agreements, potential working capital loans, and confirms the independence of three directors - The Sponsor purchased **10,062,500 Founder Shares** for an aggregate price of **$25,000**[489](index=489&type=chunk) - The Sponsor and Cantor purchased an aggregate of **13 million Private Placement Warrants** at **$1.00 per warrant**[492](index=492&type=chunk) - The company has an agreement to pay a Sponsor affiliate up to **$10,000 per month** for office space and administrative services[499](index=499&type=chunk) - Holders of Founder Shares and Private Placement Warrants are entitled to registration rights for their securities post-business combination[494](index=494&type=chunk) [Principal Accounting Fees and Services](index=108&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services.) This section summarizes fees paid to independent auditor Marcum LLP, with **$66,040** in audit fees for 2022, and notes the audit committee's pre-approval policy for all services Principal Accounting Fees | Fee Type | 2022 | 2021 | | :--- | :--- | :--- | | Audit Fees | $66,040 | $43,775 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | - The audit committee maintains a pre-approval policy for all auditing and permitted non-audit services provided by the auditors[505](index=505&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=110&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, notably including the Underwriting Agreement, Warrant Agreement, and the Business Combination Agreement with Murano PV, S.A. DE C.V - The report includes a comprehensive list of all filed exhibits, such as the Underwriting Agreement, Warrant Agreement, and various related-party agreements[506](index=506&type=chunk) - A key exhibit is the Business Combination Agreement, dated **March 13, 2023**, with MURANO PV, S.A. DE C.V. and other related parties, signifying a definitive agreement for the company's initial business combination[506](index=506&type=chunk)

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company reported a net income of $11.96 million for the nine months ended September 30, 2022, driven by non-operating income, holding $295.2 million in its Trust Account, and showing a $16.4 million shareholders' deficit [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of September 30, 2022, total assets increased to $296.4 million from $0.34 million, primarily due to $295.2 million in the Trust Account, with total liabilities at $17.6 million and a shareholders' deficit of $16.4 million due to redeemable Class A shares Condensed Balance Sheet Highlights (Unaudited) | Account | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $969,621 | $158 | | Cash and marketable securities held in trust account | $295,191,698 | $0 | | **Total Assets** | **$296,413,382** | **$342,022** | | **Liabilities & Equity** | | | | Total Liabilities | $17,596,434 | $332,808 | | Class A ordinary shares subject to possible redemption | $295,191,698 | $0 | | Total Shareholders' (Deficit) Equity | $(16,374,750) | $9,214 | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For the three and nine months ended September 30, 2022, the company reported net incomes of $1.87 million and $11.96 million respectively, primarily driven by non-operating income from interest, unrealized gains, and changes in warrant liability fair value Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Loss from operations | $(377,546) | $(946,108) | | Interest earned on marketable securities | $599,266 | $1,146,917 | | Unrealized gain on marketable securities | $824,061 | $794,781 | | Change in fair value of warrant liabilities | $821,250 | $11,497,500 | | **Net income (loss)** | **$1,867,031** | **$11,956,900** | | Basic and diluted net income per share, Class A | $0.05 | $0.33 | [Condensed Statements of Changes in Shareholders' (Deficit) Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20(Deficit)%20Equity) Shareholders' equity transitioned from a positive $9,214 to a **$16.4 million deficit** by September 30, 2022, primarily due to the $33.0 million accretion of Class A ordinary shares to redemption value, offsetting the $11.96 million net income - Shareholders' deficit grew to **$(16,374,750)** as of September 30, 2022, from a positive balance of **$9,214** at the beginning of the year[16](index=16&type=chunk) - The primary drivers for the change in shareholders' deficit were the accretion for Class A ordinary shares to redemption amount, totaling over **$33 million** for the nine months, and the net income of approximately **$12 million**[16](index=16&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2022, financing activities provided $294.9 million, investing activities used $293.25 million for the Trust Account, and operating activities used $0.71 million, resulting in a cash balance increase to $969,621 Cash Flow Summary for the Nine Months Ended September 30, 2022 (Unaudited) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | $(712,987) | | Net cash used in investing activities | $(293,250,000) | | Net cash provided by financing activities | $294,932,450 | | **Net Change in Cash** | **$969,463** | | **Cash – End of period** | **$969,621** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's SPAC formation, January 2022 IPO raising $287.5 million with $293.25 million in trust, key accounting policies for warrants and redeemable shares, a going concern uncertainty due to the April 25, 2023 business combination deadline, and contingent liabilities including a $15.125 million deferred underwriting fee - The company is a blank check company formed to effect a business combination and consummated its Initial Public Offering on January 25, 2022, placing **$293,250,000** into a trust account[21](index=21&type=chunk)[24](index=24&type=chunk)[27](index=27&type=chunk) - The company has until **April 25, 2023** (15 months from IPO closing) to complete a business combination, or it must liquidate, raising substantial doubt about its ability to continue as a going concern[36](index=36&type=chunk)[41](index=41&type=chunk) - The company has significant contingent liabilities, including a deferred underwriting fee of **$15,125,000** and a potential finder's fee of **$1,000,000**, both payable only upon the completion of a Business Combination[88](index=88&type=chunk)[89](index=89&type=chunk) - Warrant liabilities are measured at fair value, with Public Warrants classified as Level 1 and Private Placement Warrants as Level 3, and as of September 30, 2022, the fair value of warrant liabilities was **$1,916,250**[108](index=108&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company with no operations, reporting net income of $1.87 million for Q3 2022 and $11.96 million for the nine months, primarily from non-operating items, with a significant going concern uncertainty due to the April 25, 2023 business combination deadline - The company is a blank check company with activities limited to organizational tasks, the IPO, and searching for a business combination target[116](index=116&type=chunk)[118](index=118&type=chunk) Results of Operations Summary | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | Q3 2022 | $1,867,031 | Interest income, unrealized gains, change in warrant liability value | | Nine Months 2022 | $11,956,900 | Interest income, unrealized gains, change in warrant liability value | | Q3 2021 | $0 | No operations | | Inception to Sep 30, 2021 | $(15,786) | Formation and operating costs | - Management has determined that the mandatory liquidation date of **April 25, 2023**, if a Business Combination is not completed, raises substantial doubt about the Company's ability to continue as a going concern[132](index=132&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company is a smaller reporting company and is not required to provide the information requested under this item - As a smaller reporting company, disclosure under this item is not required[144](index=144&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of September 30, 2022, the company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective[146](index=146&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, these controls[147](index=147&type=chunk) [Part II. Other Information](index=31&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings to report - The company reports no legal proceedings[149](index=149&type=chunk) [Risk Factors](index=31&type=page&id=Item%201A.%20Risk%20Factors) A new risk factor concerns the Inflation Reduction Act of 2022's 1% U.S. federal excise tax on stock repurchases, which, despite the company's non-U.S. entity status, presents uncertainty regarding its potential impact on future share redemptions - A new **1% U.S. federal excise tax** on stock repurchases (including redemptions) for certain corporations will be effective after December 31, 2022, under the Inflation Reduction Act of 2022[150](index=150&type=chunk) - As a non-U.S. corporation, the company does not believe it will be subject to the tax, but notes that the interpretation and application of the new law are uncertain and could affect future redemptions[151](index=151&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds for the period - None reported[153](index=153&type=chunk) [Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None reported[153](index=153&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company has no mine safety disclosures to report - None reported[153](index=153&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company has no other information to report - None reported[153](index=153&type=chunk) [Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including officer certifications and XBRL data files - The report lists various exhibits filed, including CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and XBRL instance documents[154](index=154&type=chunk)

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) This section presents the unaudited condensed financial statements, management's discussion and analysis, and disclosures on market risk and controls [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements, including balance sheets, statements of operations, and cash flows, with detailed notes Condensed Balance Sheet Data (Unaudited) | Account | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,071,079 | $158 | | Cash and marketable securities held in trust account | $293,768,371 | $0 | | **Total Assets** | **$295,159,633** | **$342,022** | | **Liabilities & Equity** | | | | Warrant liabilities | $2,737,500 | $0 | | Deferred underwriting fee payable | $15,125,000 | $0 | | Class A ordinary shares subject to possible redemption | $293,768,371 | $0 | | Total Liabilities | $18,209,716 | $332,808 | | Total Shareholders' (Deficit) Equity | ($16,818,454) | $9,214 | Condensed Statement of Operations (Unaudited) | Description | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Loss from operations | ($162,138) | ($568,562) | | Interest earned on marketable securities held in Trust Account | $452,149 | $547,651 | | Change in fair value of warrant liabilities | $2,737,500 | $10,676,250 | | **Net income (loss)** | **$2,985,788** | **$10,089,869** | [Note 1 — Organization and Plan of Business Operations](index=8&type=section&id=NOTE%201%20%E2%80%94%20ORGANIZATION%20AND%20PLAN%20OF%20BUSINESS%20OPERATIONS) This note details the company's formation as a blank check company, its IPO proceeds, trust account funding, and the going concern risk due to its mandatory liquidation date - The Company is a blank check company formed for the purpose of effecting a business combination and has not commenced any operations as of June 30, 2022[22](index=22&type=chunk)[24](index=24&type=chunk) - On January 25, 2022, the Company consummated its IPO of **28,750,000 units at $10.00 per unit**, generating gross proceeds of **$287,500,000**[25](index=25&type=chunk) - An amount of **$293,250,000** from the IPO and private placement proceeds was placed in a trust account[28](index=28&type=chunk) - The Company has until **April 25, 2023**, to complete a Business Combination, or it will be required to liquidate, which raises substantial doubt about the Company's ability to continue as a going concern[37](index=37&type=chunk)[42](index=42&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=12&type=section&id=NOTE%202%20%E2%80%94%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's significant accounting policies, including its status as an emerging growth company, warrant liability treatment, and share classification - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[48](index=48&type=chunk)[49](index=49&type=chunk) - Warrants are accounted for as a liability at fair value, with changes in fair value recognized in the statement of operations at each reporting period[56](index=56&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value, outside of the shareholders' equity section[58](index=58&type=chunk) [Note 5 — Related Party Transactions](index=18&type=section&id=NOTE%205%20%E2%80%94%20RELATED%20PARTY%20TRANSACTIONS) This note details transactions with related parties, including the Sponsor's founder share acquisition, administrative service fees, and a repaid promissory note - The Sponsor paid **$25,000** to cover certain costs in exchange for **7,187,500 Class B ordinary shares (Founder Shares)**, later increased to **10,062,500 shares**[80](index=80&type=chunk) - The Company pays an affiliate of the Sponsor up to **$10,000 per month** for office space and administrative services; **$20,000** was incurred for the six months ended June 30, 2022[82](index=82&type=chunk) - A promissory note with the Sponsor for up to **$300,000** was fully repaid in January 2022[83](index=83&type=chunk) [Note 6 — Commitments and Contingencies](index=20&type=section&id=NOTE%206%20%E2%80%94%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's financial commitments, including deferred underwriting fees and a finder's agreement, both contingent on a business combination - The underwriter is entitled to a deferred fee of **$15,125,000** ($12,500,000 from the initial units and $2,625,000 from the over-allotment option), payable upon completion of a Business Combination[87](index=87&type=chunk) - The Company entered into a finder's agreement and will be required to pay a fee of **$1,000,000**, contingent on the consummation of a Business Combination with a target introduced by the service provider[88](index=88&type=chunk) [Note 7 — Warrant Liabilities](index=20&type=section&id=NOTE%207%20%E2%80%94%20WARRANT%20LIABILITIES) This note details the outstanding Public and Private Placement Warrants, including their exercisability, redemption terms, and cashless exercise provisions - As of June 30, 2022, there are **14,375,000 outstanding Public Warrants** and **13,000,000 outstanding Private Placement Warrants**[89](index=89&type=chunk)[98](index=98&type=chunk) - Public Warrants are redeemable by the Company at **$0.01 per warrant** if the closing price of Class A ordinary shares equals or exceeds **$18.00 per share** for a specified period[95](index=95&type=chunk)[102](index=102&type=chunk) - Private Placement Warrants are non-redeemable (so long as held by initial purchasers) and are exercisable on a cashless basis[98](index=98&type=chunk) [Note 9 — Fair Value Measurements](index=24&type=section&id=NOTE%209%20%E2%80%94%20FAIR%20VALUE%20MEASUREMENTS) This note describes the fair value measurement of warrant liabilities, classifying Public Warrants as Level 1 and Private Placement Warrants as Level 3, valued using a binomial lattice model Fair Value of Financial Instruments (June 30, 2022) | Description | Level | Fair Value | | :--- | :--- | :--- | | **Assets:** | | | | Marketable securities held in Trust Account | 1 | $293,768,371 | | **Liabilities:** | | | | Warrant liability – Public Warrants | 1 | $1,437,500 | | Warrant liability – Private Placement Warrants | 3 | $1,300,000 | - Public Warrants are classified as Level 1 fair value measurement due to the use of an observable market quote (ticker HCMAW); Private Placement Warrants are valued using a Level 3 binomial lattice model[108](index=108&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and results, highlighting net income drivers and the going concern uncertainty due to the mandatory liquidation date Results of Operations Summary | Period | Net Income (Loss) | Key Drivers | | :--- | :--- | :--- | | **Three months ended June 30, 2022** | $2,985,788 | Change in fair value of warrant liabilities ($2.74M), Interest income ($0.45M) | | **Six months ended June 30, 2022** | $10,089,869 | Change in fair value of warrant liabilities ($10.68M), Interest income ($0.55M) | | **Three months ended June 30, 2021** | ($3,286) | Formation and operating costs | - As of June 30, 2022, the company had **$1,071,079** in cash held outside the Trust Account for working capital and **$293,768,371** in marketable securities held in the Trust Account[127](index=127&type=chunk)[128](index=128&type=chunk) - Management has determined that the mandatory liquidation date of **April 25, 2023**, raises substantial doubt about the Company's ability to continue as a going concern[131](index=131&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, HCM Acquisition Corp is not required to provide the information for this item - Not required for smaller reporting companies[144](index=144&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Based on an evaluation conducted by management, including the principal executive and financial officers, the company's disclosure controls and procedures were deemed effective as of June 30, 2022 - Management concluded that disclosure controls and procedures were effective as of the end of the fiscal quarter ended June 30, 2022[146](index=146&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control[147](index=147&type=chunk) [Part II. Other Information](index=32&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, risk factors, unregistered equity sales, defaults, mine safety disclosures, and exhibits [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - None[149](index=149&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) The company states there have been no material changes to the risk factors previously disclosed in its Form 10-K for the fiscal year ended December 31, 2021, and its Form 10-Q for the fiscal quarter ended March 31, 2022 - There have been no material changes to the risk factors disclosed in the Company's previous Form 10-K and Form 10-Q filings[149](index=149&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds for the period - None[150](index=150&type=chunk) [Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[150](index=150&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[150](index=150&type=chunk) [Other Information](index=33&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[150](index=150&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, which include certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act, as well as XBRL data files - The exhibits filed with the report include CEO and CFO certifications pursuant to Sarbanes-Oxley Sections 302 and 906, and XBRL Instance Documents[151](index=151&type=chunk) [Part III. Signatures](index=34&type=section&id=Part%20III.%20Signatures) This section contains the required certifications and signatures for the report - The report was signed on August 15, 2022, by Shawn Matthews, Chairman and Chief Executive Officer, and James Bond, President and Chief Financial Officer[155](index=155&type=chunk)

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) This section details the company's unaudited financial performance, condition, market risks, and internal controls [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents HCM Acquisition Corp's unaudited condensed financial statements, detailing its financial position, operations, equity, and cash flows [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This section provides a snapshot of the company's financial position at specific dates, detailing assets, liabilities, and equity Condensed Balance Sheet Highlights (Unaudited) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,189,809 | $158 | | Cash marketable securities held in trust account | $293,357,945 | — | | **Total Assets** | **$294,939,107** | **$342,022** | | **Liabilities** | | | | Warrant liabilities | $5,475,000 | — | | Deferred underwriting fee payable | $15,125,000 | — | | **Total Liabilities** | **$20,974,978** | **$332,808** | | Class A ordinary shares subject to possible redemption | $293,250,000 | — | | **Total Shareholders' (Deficit) Equity** | **($19,285,871)** | **$9,214** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) This section presents the company's financial performance over a period, detailing revenues, expenses, and net income or loss Statement of Operations Summary (Unaudited) | Item | For the Three Months Ended March 31, 2022 | For the Period from Feb 5, 2021 to Mar 31, 2021 | | :--- | :--- | :--- | | Loss from operations | ($406,424) | ($12,500) | | Change in fair value of warrant liabilities | $7,938,750 | — | | **Net income (loss)** | **$7,104,081** | **($12,500)** | | Basic and diluted net income (loss) per share, Class A | $0.23 | $0.00 | [Condensed Statements of Changes in Shareholders' (Deficit) Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20(Deficit)%20Equity) This section details the changes in the company's shareholders' equity over a period, including net income and share transactions - Shareholders' equity shifted from a positive **$9,214** on January 1, 2022, to a deficit of **($19,285,871)** by March 31, 2022. This change was primarily driven by a **$33 million charge** for the accretion of Class A ordinary shares to their redemption value, which was partially offset by a **net income of $7.1 million**[16](index=16&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) This section summarizes the cash inflows and outflows from operating, investing, and financing activities Cash Flow Summary for the Three Months Ended March 31, 2022 (Unaudited) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | ($511,388) | | Net cash used in investing activities | ($293,250,000) | | Net cash provided by financing activities | $294,951,039 | | **Net Change in Cash** | **$1,189,651** | - Financing activities were primarily driven by $282.5 million in proceeds from the sale of Units and $13.0 million from the sale of Private Placement Warrants. Investing activities consisted entirely of placing funds into the Trust Account[20](index=20&type=chunk) [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) This section provides detailed explanations and additional information supporting the condensed financial statements - The Company is a **blank check company** incorporated on **February 5, 2021**, for the purpose of effecting a business combination. It has not commenced any operations and its activities relate to its formation and the **Initial Public Offering (IPO)**[23](index=23&type=chunk)[25](index=25&type=chunk) - On **January 25, 2022**, the Company consummated its IPO of **28,750,000 units** at **$10.00 per unit**, generating gross proceeds of **$287,500,000**. Following the IPO, **$293,250,000** was placed in a trust account[26](index=26&type=chunk)[29](index=29&type=chunk) - The Company has until **15 months** from the IPO closing (approximately **April 25, 2023**) to complete a Business Combination, or it will be required to liquidate and redeem public shares[38](index=38&type=chunk)[43](index=43&type=chunk) - Warrants are accounted for as **liabilities at fair value**, with changes in fair value recognized in the statement of operations. Class A ordinary shares subject to possible redemption are classified as **temporary equity** outside of shareholders' deficit[57](index=57&type=chunk)[59](index=59&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and results, highlighting its blank check status, non-cash net income, and liquidity - The company's activities since inception on February 5, 2021, have been limited to organizational activities, preparing for the IPO, and identifying a target for a Business Combination[117](index=117&type=chunk) Financial Highlights for Q1 2022 | Metric | Value | | :--- | :--- | | Net Income | $7,104,081 | | Interest Earned on Trust Account | $95,502 | | Change in Fair Value of Warrant Liabilities | $7,938,750 | | Operating Costs | ($406,424) | - As of March 31, 2022, the company had **$1,189,809** in cash and **$293,357,945** in marketable securities held in the Trust Account. The funds outside the trust are intended for identifying and evaluating target businesses[125](index=125&type=chunk)[126](index=126&type=chunk) - The underwriter is entitled to a deferred fee totaling **$15,125,000**, which is payable from the Trust Account only upon the completion of a Business Combination[131](index=131&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, HCM Acquisition Corp is not required to provide quantitative and qualitative disclosures about market risk - Disclosure is **not required** for smaller reporting companies[139](index=139&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of March 31, 2022, with no material changes to internal controls - Based on an evaluation as of March 31, 2022, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[141](index=141&type=chunk) - There were no changes in the company's internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, its internal controls[142](index=142&type=chunk) [Part II. Other Information](index=29&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, and other disclosures [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report - **None reported**[145](index=145&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) This section updates the company's risk factors, emphasizing the potential adverse impact of new regulations, especially the SEC's proposed rules for SPACs - The company notes that on **March 30, 2022**, the SEC issued proposed rules that could impose **additional disclosure requirements** and **increase potential liability** for SPACs, which may adversely affect the company's ability to complete its initial business combination[146](index=146&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section outlines the company's IPO and private placement results, detailing gross proceeds and funds deposited into the trust account - On **January 25, 2022**, the company consummated its IPO of **28,750,000 Units** at **$10.00 per Unit**, generating gross proceeds of **$287,500,000**[148](index=148&type=chunk) - Concurrently with the IPO, the company sold **13,000,000 Private Placement Warrants** at **$1.00 each** in a private placement, generating total proceeds of **$13,000,000**[149](index=149&type=chunk) - Of the gross proceeds from the IPO and private placement, **$293,250,000** was placed in the Trust Account[150](index=150&type=chunk) [Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - **None reported**[153](index=153&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - **None reported**[153](index=153&type=chunk) [Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The company reports no other information - **None reported**[153](index=153&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the quarterly report, including key legal and financial agreements and officer certifications - The report includes a list of filed exhibits, such as the **Underwriting Agreement**, **Warrant Agreement**, **Trust Agreement**, and **officer certifications** required under the **Sarbanes-Oxley Act**[154](index=154&type=chunk) [Part III. Signatures](index=33&type=section&id=Part%20III.%20Signatures) This section contains the official signatures authorizing the filing of the quarterly report - The report was duly authorized and signed on **May 16, 2022**, by **Shawn Matthews**, Chairman and Chief Executive Officer, and **James Bond**, President and Chief Financial Officer[158](index=158&type=chunk)

Part I [Business](index=5&type=section&id=Item%201.%20Business) HCM Acquisition Corp is a shell company formed to effect a business combination within 15 months of its January 2022 IPO, focusing on disruptive financial technology [Introduction and Offering Details](index=5&type=section&id=Introduction%20and%20Offering%20Details) HCM Acquisition Corp, a blank check company, completed its January 2022 IPO, raising $287.5 million and placing $293.25 million in a trust account - The company is a **blank check company**, or SPAC, formed for the purpose of effecting a business combination[14](index=14&type=chunk) Initial Public Offering (IPO) and Private Placement Details | Item | Details | | :--- | :--- | | **IPO Units Sold** | 28,750,000 Units | | **Price per Unit** | $10.00 | | **IPO Gross Proceeds** | $287,500,000 | | **Private Placement Warrants** | 13,000,000 warrants at $1.00 each | | **Private Placement Proceeds** | $13,000,000 | | **Total Gross Proceeds** | $300,500,000 | | **Amount in Trust Account** | $293,250,000 ($10.20 per Unit) | - Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant allowing purchase of one Class A share at **$11.50**[17](index=17&type=chunk) [Business Strategy and Acquisition Criteria](index=5&type=section&id=Business%20Strategy%20and%20Acquisition%20Criteria) The company's strategy focuses on acquiring businesses with disruptive technology or innovations in the financial services industry, leveraging its management team's expertise - The company will employ a pro-active acquisition strategy focused on identifying targets with **disruptive technology or innovations** within the financial services industry[19](index=19&type=chunk) - Key areas of interest for acquisition include **FinTech, payments processing, and digital assets/blockchain technology**[27](index=27&type=chunk) - Acquisition criteria include established businesses, early-stage companies with scaling potential, **strong management teams**, and **significant cash flow**[26](index=26&type=chunk)[32](index=32&type=chunk) [Initial Business Combination](index=8&type=section&id=Initial%20Business%20Combination) The company must complete its initial business combination within 15 months of the IPO, with a target fair market value of at least 80% of trust assets, potentially with an affiliated entity requiring a fairness opinion - The initial business combination must have an aggregate fair market value of at least **80% of the net assets** held in the trust account[37](index=37&type=chunk) - The company must complete its initial business combination within **15 months** from the Public Offering closing, or it will liquidate the trust account[97](index=97&type=chunk) - The company is not prohibited from pursuing a business combination with an affiliated company, but must obtain a **fairness opinion** from an independent firm if it does so[30](index=30&type=chunk)[47](index=47&type=chunk) [Shareholder Redemption Rights and Process](index=15&type=section&id=Shareholder%20Redemption%20Rights%20and%20Process) Public shareholders can redeem Class A ordinary shares for cash at approximately $10.20 per share upon business combination, with a 15% redemption limit, or if no combination is completed within 15 months - Public shareholders can redeem their shares for a per-share price initially anticipated to be approximately **$10.20 per share** from the trust account[80](index=80&type=chunk) - A public shareholder, along with affiliates, is restricted from redeeming more than **15%** of the shares sold in the Public Offering without prior consent[89](index=89&type=chunk) - If no business combination is completed within **15 months**, the company will liquidate and redeem all public shares, rendering warrants worthless[97](index=97&type=chunk) [Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) This section outlines significant investment risks, including the company's lack of operating history, potential failure to complete a business combination, and risks related to securities, management conflicts, and foreign acquisitions [Risks Relating to Business Combination](index=27&type=section&id=Risks%20Relating%20to%20Business%20Combination) The company faces substantial risks in completing a business combination within the 15-month deadline, including potential liquidation, cash depletion from redemptions, and adverse impacts from market volatility or the COVID-19 pandemic - The requirement to consummate a business combination within **15 months** may give potential targets leverage and limit due diligence time[154](index=154&type=chunk) - Public shareholders' ability to redeem shares for cash may make the company's financial condition unattractive to potential targets or hinder desirable transactions[150](index=150&type=chunk)[151](index=151&type=chunk) - The **COVID-19 outbreak** could limit the ability to complete a business combination due to market volatility, travel restrictions, and negative impacts on target businesses[206](index=206&type=chunk) - The company may be deemed an investment company under the Investment Company Act if it fails to complete a business combination, imposing burdensome compliance requirements[175](index=175&type=chunk) [Risks Relating to Our Securities](index=43&type=section&id=Risks%20Relating%20to%20Our%20Securities) Risks include potential Nasdaq delisting, shareholder dilution from additional share issuance, adverse earnings impact from warrant liability accounting, and warrant redemption potentially rendering them worthless - Nasdaq may delist the company's securities if it fails to meet continued listing standards, limiting liquidity and potentially subjecting shares to "penny stock" rules[211](index=211&type=chunk)[213](index=213&type=chunk) - The company may redeem outstanding public warrants for **$0.01 per warrant** if the Class A ordinary share price equals or exceeds **$18.00** for a specified period, potentially forcing disadvantageous exercise or sale[225](index=225&type=chunk) - The company's warrants are expected to be accounted for as a **warrant liability**, with fair value changes reported in earnings, potentially adversely affecting stock price[224](index=224&type=chunk) [Risks Relating to Management and Governance](index=50&type=section&id=Risks%20Relating%20to%20Management%20and%20Governance) Management and directors' other business obligations create potential conflicts of interest, as their financial incentive to complete a business combination may not align with public shareholders' best interests - Executive officers and directors are not required to commit full time to the company, potentially creating conflicts of interest and negatively impacting business combination completion[236](index=236&type=chunk) - The sponsor and management will lose their entire investment if a business combination is not completed, creating a conflict of interest that may influence them to pursue a deal not in public shareholders' best interest[250](index=250&type=chunk) - Management and affiliates may have fiduciary or contractual obligations to other entities, potentially presenting business opportunities to them before the company[243](index=243&type=chunk)[244](index=244&type=chunk) [Unresolved Staff Comments](index=64&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) The company reports no unresolved staff comments from the SEC - None[297](index=297&type=chunk) [Properties](index=64&type=section&id=Item%202.%20Properties.) The company's corporate offices in Stamford, CT, are provided by a Sponsor affiliate for a monthly fee of $10,000 under an administrative services agreement - The company's principal executive offices are located in Stamford, CT, with space provided by a Sponsor affiliate for **$10,000 per month**[298](index=298&type=chunk) [Legal Proceedings](index=64&type=section&id=Item%203.%20Legal%20Proceedings.) The company is not currently subject to any material legal proceedings - The company is not currently subject to any **material legal proceedings**[299](index=299&type=chunk) [Mine Safety Disclosures](index=64&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company - None[300](index=300&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=65&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) This section details the company's Nasdaq-listed securities, including trading symbols, dividend policy, unregistered sales of founder shares and private placement warrants, and the $293.25 million IPO proceeds deposited into the Trust Account Securities Trading Information | Security | Trading Symbol | Exchange | | :--- | :--- | :--- | | Units | HCMAU | Nasdaq | | Class A Ordinary Shares | HCMA | Nasdaq | | Public Warrants | HCMAW | Nasdaq | - The company has not paid and does not intend to pay cash dividends prior to its initial business combination[305](index=305&type=chunk) - Net proceeds of **$293,250,000** from the IPO and private placement warrant sale were deposited into the Trust Account, with underwriting discounts totaling **$5,000,000** and an additional **$15,125,000** deferred[313](index=313&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=66&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This section analyzes the company's financial condition, reporting a $15,786 net loss for 2021, with post-IPO liquidity of $293.25 million in trust and $2.25 million in working capital, and no off-balance sheet arrangements - For the period from inception through December 31, 2021, the company reported a net loss of **$15,786**, primarily from formation and operating expenses[317](index=317&type=chunk) - Following the January 2022 IPO, **$293,250,000** was placed in the Trust Account, with **$2,250,025** of cash held outside for working capital[320](index=320&type=chunk) - The Sponsor may provide working capital loans up to **$1,500,000**, convertible into warrants at **$1.00 per warrant** at the lender's option[323](index=323&type=chunk) - The company has a contractual obligation to pay a Sponsor affiliate **$10,000 per month** for office space and administrative services, starting January 20, 2022[327](index=327&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=69&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As of December 31, 2021, the company had no market or interest rate risk, with post-IPO trust funds invested in short-term U.S. government treasury obligations or money market funds - Funds in the Trust Account are invested in U.S. government treasury obligations with a maturity of **185 days or less** or in money market funds, minimizing interest rate risk[334](index=334&type=chunk) [Financial Statements and Supplementary Data](index=70&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section presents the company's audited financial statements from inception to December 31, 2021, reflecting pre-IPO status with minimal assets and liabilities, along with the independent auditor's report and notes on formation, IPO, and related-party transactions - The independent auditor, Marcum LLP, provided an **unqualified opinion** on the financial statements[338](index=338&type=chunk) Balance Sheet as of December 31, 2021 | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Current asset – cash | $158 | | Deferred offering costs | $341,864 | | **Total Assets** | **$342,022** | | **Liabilities & Equity** | | | Accrued offering costs | $124,308 | | Promissory note — related party | $208,500 | | **Total Liabilities** | **$332,808** | | **Total Shareholders' Equity** | **$9,214** | Statement of Operations (Inception to Dec 31, 2021) | Item | Amount (USD) | | :--- | :--- | | Formation and operating costs | $15,786 | | **Net Loss** | **($15,786)** | - The company will have **15 months** from the IPO closing to complete a Business Combination[369](index=369&type=chunk) [Controls and Procedures](index=87&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded the company's disclosure controls and procedures were effective as of December 31, 2021, with no material changes to internal controls reported, and a management report on internal control over financial reporting not yet required - Management concluded that as of December 31, 2021, the company's disclosure controls and procedures were **effective**[426](index=426&type=chunk) - A management report on internal controls over financial reporting is not included due to the **transition period for newly public companies**[428](index=428&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=88&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) This section details the company's leadership, including executive officers Shawn Matthews and James Bond, a classified board with three independent directors serving on key committees, and disclosures regarding potential conflicts of interest and the adopted Code of Ethics - The executive team is led by **Shawn Matthews**, former CEO of Cantor Fitzgerald & Co., and **James Bond**, former Global COO of Cantor Fitzgerald & Co[433](index=433&type=chunk)[434](index=434&type=chunk) - The board of directors is divided into three classes and includes three independent directors: **Jacob Loveless, Steven Bischoff, and David Goldfarb**[438](index=438&type=chunk)[443](index=443&type=chunk) - The board has established an **Audit Committee, a Nominating Committee, and a Compensation Committee**, all composed of independent directors[444](index=444&type=chunk) - The company discloses that its officers and directors have **fiduciary duties to other entities**, potentially creating conflicts of interest regarding business opportunities[459](index=459&type=chunk)[461](index=461&type=chunk) [Executive Compensation](index=95&type=section&id=Item%2011.%20Executive%20Compensation.) No cash compensation has been paid to executive officers or directors, though a sponsor affiliate receives up to $10,000 monthly for services, and future post-combination fees for management are possible but not yet established - No **cash compensation** has been paid to executive officers or directors[475](index=475&type=chunk) - An affiliate of the sponsor receives up to **$10,000 per month** for office space and administrative services[475](index=475&type=chunk) - After the initial business combination, remaining directors or management may receive consulting or management fees, but no limits or amounts have been established[476](index=476&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=96&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) This section details beneficial ownership as of March 30, 2022, showing the sponsor and management collectively own 10,062,500 founder shares, representing 25.9% of outstanding ordinary shares, granting them significant voting influence Beneficial Ownership (as of March 30, 2022) | Name of Beneficial Owner | Number of Shares Beneficially Owned | Approximate Percentage of Outstanding Ordinary Shares | | :--- | :--- | :--- | | HCM Investor Holdings, LLC | 9,987,500 | 25.7% | | Shawn Matthews (CEO) | 9,987,500 | 25.7% | | All executive officers and directors as a group (5 individuals) | 10,062,500 | 25.9% | - The initial shareholders own **25.9%** of the issued and outstanding ordinary shares and have the right to appoint all directors prior to the initial business combination[485](index=485&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=98&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence.) This section details related-party transactions, including the sale of founder shares and private placement warrants to the Sponsor, a repaid $300,000 promissory note, an administrative services agreement, and identifies the three independent directors - The Sponsor purchased **10,062,500 Founder Shares** for an aggregate price of **$25,000**[488](index=488&type=chunk) - The Sponsor and Cantor purchased an aggregate of **13,000,000 Private Placement Warrants** at **$1.00 per warrant**[492](index=492&type=chunk) - The Sponsor provided a **$300,000** unsecured, non-interest-bearing promissory note for offering expenses, repaid in full at IPO closing[495](index=495&type=chunk) - The company confirmed that Messrs. **Loveless, Bischoff, and Goldfarb** are independent directors under Nasdaq rules[500](index=500&type=chunk) [Principal Accounting Fees and Services](index=100&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services.) This section summarizes **$43,775** in audit fees paid to Marcum LLP for the period from inception through December 31, 2021, with no other fees for audit-related, tax, or other services Accounting Fees (Inception to Dec 31, 2021) | Fee Category | Amount (USD) | | :--- | :--- | | Audit Fees | $43,775 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - The audit committee pre-approves all auditing and permitted non-audit services to be performed by the auditors[505](index=505&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=101&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists key exhibits filed as part of the Form 10-K, including the Amended and Restated Memorandum and Articles of Association, Warrant Agreement, Investment Management Trust Agreement, and Registration Rights Agreement - Key filed exhibits include the **Amended and Restated Memorandum and Articles of Association (3.1), Warrant Agreement (4.4), Investment Management Trust Agreement (10.1), and Registration Rights Agreement (10.2)**[507](index=507&type=chunk)