Merus Global Discloses 866,058-Share (3.8%) Position in HCM II Acquisition

Rhea-AI Filing Summary

Merus Global Investments, LLC reports beneficial ownership of 866,058 Class A ordinary shares of HCM II Acquisition Corp., representing 3.8% of the class based on 23,000,000 shares outstanding as reported by the issuer. The filer states it has sole voting and sole dispositive power over these shares and certifies the shares were not acquired to change or influence control of the issuer. This filing is an amendment to a Schedule 13G and confirms the holder's passive reporting status under the applicable rule.

Positive

• Clear disclosure of beneficial ownership amounting to 866,058 shares (3.8%)
• Sole voting and dispositive power explicitly stated, eliminating ambiguity about voting control
• Certification that the shares were not acquired to change or influence issuer control

Negative

• None.

Insights

Financial Analyst

TL;DR: Passive 3.8% stake disclosed; ownership size is informative but below typical activist thresholds.

Merus Global's disclosure of 866,058 shares and sole voting/dispositive power provides clarity on ownership concentration. At 3.8% of the class, the stake is meaningful for transparency but below the 5% level that often triggers closer investor scrutiny or signals potential influence. The certification that the position is not intended to change control supports a passive investment interpretation. No financial performance or transaction terms are provided in this filing.

Corporate Governance Expert

TL;DR: Ownership disclosure aligns with governance transparency; not indicative of control or activist intent.

The filing clarifies governance implications by stating sole voting and dispositive power while explicitly denying any intent to influence control. This reduces immediate governance risk for the issuer. Because the stake is under 5% and the filer uses Schedule 13G amendment language, it signals passive ownership rather than a control-oriented 13D profile. Investors gain visibility but should note no committee seats, agreements, or concert party links are disclosed here.

08/14/2025 - 04:58 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

HCM II Acquisition Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G43658106

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G43658106

1

Names of Reporting Persons

Merus Global Investments, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 866,058.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 866,058.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

866,058.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.8 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Note to Row 11: Calculated based on the 23,000,000 shares of the Class A ordinary shares, $0.0001 par value, of HCM II Acquisition Corp. (the "Issuer") outstanding as of August 12, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: HCM II Acquisition Corp.
(b)	Address of issuer's principal executive offices: 100 FIRST STAMFORD PLACE, STAMFORD, CT, 06902
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 866,058
(b)	Percent of class: 3.8%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 866,058
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 866,058
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Merus Global Investments, LLC

Signature:	/s/ Amrita M. Mahabaleswara
Name/Title:	Amrita M. Mahabaleswara, General Counsel and Head of Compliance
Date:	08/14/2025

FAQ

How many shares of HONDW does Merus Global Investments, LLC report owning?

The filer reports beneficial ownership of 866,058 shares of the Class A ordinary shares.

What percentage of HCM II Acquisition Corp. (HONDW) does this filing represent?

The ownership represents 3.8% of the Class A ordinary shares based on 23,000,000 shares outstanding as reported by the issuer.

Does Merus Global intend to influence control of HCM II Acquisition Corp. (HONDW)?

No. The filing includes a certification stating the securities were not acquired to change or influence control of the issuer.

What voting and disposition powers does Merus Global hold over these HONDW shares?

The filer reports sole voting power and sole dispositive power over the 866,058 shares, with no shared powers reported.

Is this a Schedule 13G or 13D filing and what does that imply for HONDW investors?

This is an amended Schedule 13G, which typically indicates a passive investor reporting ownership below activist thresholds rather than a Schedule 13D controlling/active intent filing.