[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) HCM II Acquisition Corp.'s interim financial statements as of September 30, 2024, detail its financial position as a blank check company, showing $233.6 million in assets and a $10.0 million accumulated deficit [Condensed Balance Sheet](index=4&type=section&id=Condensed%20Balance%20Sheet) As of September 30, 2024, total assets were $233.6 million, primarily trust account securities, with a $10.0 million shareholders' deficit Condensed Balance Sheet as of September 30, 2024 (Unaudited) | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Total Current Assets | $1,017,503 | | Marketable securities held in Trust Account | $232,499,715 | | **Total Assets** | **$233,592,426** | | **Liabilities & Shareholders' Deficit** | | | Total Current Liabilities | $374,882 | | Deferred underwriting fee | $10,720,000 | | **Total Liabilities** | **$11,094,882** | | Class A ordinary shares subject to possible redemption | $232,499,715 | | **Total Shareholders' Deficit** | **($10,002,171)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Net income for Q3 2024 was $1.07 million, driven by interest on trust account securities, resulting in $1.02 million cumulative net income since inception Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended Sep 30, 2024 (USD) | Period from Apr 4, 2024 (Inception) to Sep 30, 2024 (USD) | | :--- | :--- | :--- | | General and administrative costs | $278,494 | $331,157 | | Loss from operations | ($278,494) | ($331,157) | | Interest earned on marketable securities | $1,349,715 | $1,349,715 | | **Net Income** | **$1,071,221** | **$1,018,558** | | Basic and diluted net income per share | $0.07 | $0.09 | [Condensed Statement of Changes in Shareholder's Deficit](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Shareholder's%20Deficit) Shareholder's deficit increased to $10.0 million by September 30, 2024, primarily due to an $18.4 million accretion of Class A ordinary shares - The primary driver of the increased deficit was the accretion of Class A ordinary shares to their redemption amount, totaling **$18,369,812**[9](index=9&type=chunk) - The company recorded proceeds of **$6.85 million** from the sale of Private Placement Warrants and recognized a fair value of **$529,000** for Public Warrants at issuance[9](index=9&type=chunk) [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) Cash increased to $825,134 from inception to September 30, 2024, driven by $232.3 million in financing activities offset by $231.2 million in investing activities Cash Flow Summary (Inception to Sep 30, 2024) | Activity | Net Cash Flow (USD) | | :--- | :--- | | Net cash used in operating activities | ($294,130) | | Net cash used in investing activities | ($231,150,000) | | Net cash provided by financing activities | $232,269,264 | | **Net Change in Cash** | **$825,134** | [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) The notes provide detailed context to the financial statements, including the company's SPAC formation, August 2024 IPO, going concern uncertainty, related-party transactions, and warrant terms - The company is a blank check company formed on April 4, 2024, to effect a Business Combination and has not yet selected a target[12](index=12&type=chunk) - On August 19, 2024, the company consummated its IPO of **23,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$230 million**[14](index=14&type=chunk) - Management has determined a going concern uncertainty exists as the company must consummate a Business Combination by August 19, 2026, or face mandatory liquidation[29](index=29&type=chunk) - On October 10, 2024, the company announced that holders of its units could separately trade the included Class A ordinary shares and warrants under the symbols 'HOND' and 'HONDW', respectively[83](index=83&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, its $1.07 million net income from interest, and its liquidity of $825,134 cash and $232.5 million in trust - The company is a blank check company formed to effect a business combination and has not generated any operating revenues to date[87](index=87&type=chunk)[89](index=89&type=chunk) Results of Operations Summary | Period | Net Income (USD) | Key Driver | | :--- | :--- | :--- | | Q3 2024 | $1,071,221 | Interest income of $1,349,715 offset by operating costs | | Inception to Sep 30, 2024 | $1,018,558 | Interest income of $1,349,715 offset by operating costs | - As of September 30, 2024, the company had **$825,134** in cash available for working capital and **$232,499,715** in marketable securities held in the trust account[97](index=97&type=chunk)[98](index=98&type=chunk) - The Sponsor may provide up to **$1.5 million** in Working Capital Loans, convertible into private placement warrants at **$1.00 per warrant** upon a business combination[99](index=99&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This disclosure is not required for smaller reporting companies, and therefore no information is provided - The company is a smaller reporting company and is not required to provide this disclosure[105](index=105&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 September 30, 2024, with no material changes to internal controls - Based on an evaluation, the Certifying Officers concluded that the company's disclosure controls and procedures were effective as of September 30, 2024[106](index=106&type=chunk) - No changes in internal control over financial reporting occurred during the fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[107](index=107&type=chunk) [Part II. Other Information](index=30&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - None[109](index=109&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's final IPO prospectus - No material changes have occurred to the risk factors disclosed in the company's final IPO prospectus[109](index=109&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the $230 million IPO proceeds and $6.85 million from private warrant sales, with $231.15 million placed in trust - The IPO of **23,000,000 units** generated gross proceeds of **$230,000,000**[110](index=110&type=chunk) - A private placement of **6,850,000 warrants** at **$1.00 each** generated gross proceeds of **$6,850,000**[111](index=111&type=chunk) - Total offering costs amounted to **$15,396,014**, including a **$4,000,000** cash underwriting fee and a **$10,720,000** deferred underwriting fee[112](index=112&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[113](index=113&type=chunk) [Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[113](index=113&type=chunk) [Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[113](index=113&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including various agreements and certifications - The report includes several exhibits, such as the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, and CEO/CFO certifications[115](index=115&type=chunk) [Part III. Signatures](index=32&type=section&id=Part%20III.%20Signatures)