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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 19, 2025 (August 19, 2025)
HCM III Acquisition Corp.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42774 |
|
98-1854444 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
100 First Stamford Place, Suite 330
Stamford, CT 06902
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (203) 930-2200
Not applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-third of one Redeemable Warrant |
|
HCMAU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A Ordinary Shares, par value $0.0001 per share |
|
HCMA |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable Warrants, each whole warrant exercisable for one Class ordinary share at a price of $11.50 per share |
|
HCMAW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement
Advisory Agreement
On July 31, 2025, the Company entered into an advisory
agreement (the “Advisory Agreement”) with Zenith Securities, LLC (“Zenith”), an affiliate of a passive
member of the Company’s sponsor, pursuant to which Zenith is to provide consulting and advisory services in connection with the
Company’s initial public offering and initial business combination. Under the Advisory Agreement, Zenith’s fee is equal to
0.20% of the aggregate proceeds of the Company’s initial public offering (excluding the proceeds of the exercise of the overallotment
option) net of underwriter’s out-of-pocket expenses (the “Advisor IPO Fee”). Also under the Advisory Agreement,
the Company engaged Zenith as an advisor in connection with the initial Business Combination for which it earned an advisory fee of 0.45%
of the proceeds of the Initial Public Offering (including proceeds from the overallotment option), net of underwriter’s out-of-pocket
expenses (the “Advisor IBC Fee”). The Advisor IBC Fee and any portion of the aggregate 0.65% Advisor Fee attributable
to the exercise of the overallotment option will be payable at the closing of the Company’s initial Business Combination. The parties
have agreed that the underwriter in the Company’s initial public offering will reimburse the Company for these expenses.
Item 8.01 Other Events
On August 4, 2025, HCM III
Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 25,300,000
units, including 3,300,000 units issued pursuant to the full exercise by the underwriter of its over-allotment option (the “Units”).
Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”),
and one-third of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof
to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit.
On August 1, 2025, simultaneously
with the consummation of the IPO the Company completed the private sale (the “Private Placement”) of an aggregate of 4,266,667
warrants (the “Private Placement Warrants”) to HCM Investor Holdings III, LLC (the “Sponsor”) and Cantor
Fitzgerald & Co. at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $6,400,000.
A total of $253,000,000 of
the proceeds from the IPO (which amount includes $12,045,000 of the underwriter’s deferred discount) was placed in a U.S.-based
trust account maintained by Continental Stock Transfer & Trust Company acting as trustee.
An audited balance sheet as
of August 4, 2025, reflecting receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included
as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Advisory Agreement |
| 99.1 |
|
Audited Balance Sheet as of August 4, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
HCM III Acquisition Corp. |
| |
|
|
| |
By: |
/s/ Shawn Matthews |
| |
Name: |
Shawn Matthews |
| |
Title: |
Chairman and Chief Executive Officer |
| |
|
|
| Dated: August 19, 2025 |
|
|
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