LMR Investment Managers and principals Ben Levine and Stefan Renold report aggregate beneficial ownership of 941,287 Class A Ordinary Shares of HCM II Acquisition Corp., representing approximately 4.1% of the 23,000,000 Class A shares outstanding. The shares are directly held by two master funds: LMR Multi-Strategy Master Fund (590,644 shares, ~2.6%) and LMR CCSA Master Fund (350,643 shares, ~1.5%). The filing discloses shared voting and dispositive power over all 941,287 shares and no sole voting or dispositive power. The holders certify the positions were acquired in the ordinary course of business and are not intended to change or influence control of the issuer.
Positive
LMR Investment Managers disclose an aggregate stake of 941,287 Class A shares, representing 4.1% of HCM II's Class A shares.
The filing is made on Schedule 13G, with certifications stating the holdings were acquired in the ordinary course and are not intended to change control.
Negative
None.
Insights
TL;DR: LMR holds a passive, sub-5% stake of 941,287 shares (4.1%) via two master funds; shared power limits unilateral influence.
The disclosure shows LMR controls 941,287 Class A shares split between two master funds (590,644 and 350,643). Filing on Schedule 13G and the certification of ordinary-course acquisition signal a passive position rather than an active takeover intent. Because the stake is below 5% and voting/dispositive power is shared, this holding is material to record but unlikely to alone alter governance or trigger control thresholds.
TL;DR: Reporting persons report shared voting/dispositive power over 941,287 shares and disclaim intent to influence control.
The filing identifies multiple LMR entities across jurisdictions and two individuals as the ultimate decision-makers. Itemized ownership shows no sole voting or dispositive power and confirms ownership is held for investment purposes. Items regarding group formation, >5% ownership, and parent/subsidiary acquisitions are marked not applicable or indicate 5% or less, aligning with a passive investor profile under Schedule 13G.
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
LMR Partners LLP
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
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
941,287.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
941,287.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
941,287.00
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)
4.1 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
G43658106
1
Names of Reporting Persons
LMR PARTNERS Ltd
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
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
941,287.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
941,287.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
941,287.00
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)
4.1 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP No.
G43658106
1
Names of Reporting Persons
LMR Partners 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
0.00
6
Shared Voting Power
941,287.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
941,287.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
941,287.00
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)
4.1 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
G43658106
1
Names of Reporting Persons
LMR Partners AG
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
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
941,287.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
941,287.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
941,287.00
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)
4.1 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP No.
G43658106
1
Names of Reporting Persons
LMR PARTNERS (DIFC) Ltd
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
UNITED ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
941,287.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
941,287.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
941,287.00
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)
4.1 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP No.
G43658106
1
Names of Reporting Persons
LMR Partners (Ireland) Limited
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
IRELAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
941,287.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
941,287.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
941,287.00
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)
4.1 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP No.
G43658106
1
Names of Reporting Persons
Ben Levine
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
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
941,287.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
941,287.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
941,287.00
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)
4.1 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
CUSIP No.
G43658106
1
Names of Reporting Persons
Stefan Renold
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
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
941,287.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
941,287.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
941,287.00
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)
4.1 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
HCM II Acquisition Corp.
(b)
Address of issuer's principal executive offices:
100 First Stamford Place, Suite 330, Stamford, Connecticut, 06902
Item 2.
(a)
Name of person filing:
(i) LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the "LMR Investment Managers"), which serve as the investment managers to certain funds with respect to the Class A Ordinary Shares, par value $0.0001 per share ("Class A Ordinary Shares"), held by certain funds; and
(ii) Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.
(c)
Citizenship:
LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. LMR Partners (DIFC) Limited is a United Arab Emirates corporation. LMR Partners (Ireland) Limited is a limited company incorporated in Ireland. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G43658106
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).
investment adviser
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
As of June 30, 2025:
The Class A Ordinary Shares beneficially owned by the Reporting Persons are directly held by LMR Multi-Strategy Master Fund Limited ("LMR Master Fund") and LMR CCSA Master Fund Ltd ("LMR CCSA Master Fund"). LMR Master Fund directly holds 590,644 Class A Ordinary Shares and LMR CCSA Master Fund directly holds 350,643 Class A Ordinary Shares, with a total of 941,287 Class A Ordinary Shares in the aggregate (the "LMR Shares")
(b)
Percent of class:
As of June 30, 2025:
The Class A Ordinary Shares held by LMR Master Fund represent approximately 2.6% and the Class A Ordinary Shares held by LMR CCSA Master Fund represent approximately 1.5% and the LMR Shares in the aggregate represent approximately 4.1% of the outstanding Class A Ordinary Shares, based on 23,000,000 Class A Ordinary Shares of the Issuer outstanding as of May 20, 2025, as reported in the Issuer's Form 10-Q/A filed with the Securities and Exchange Commission on July 17, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of June 30, 2025, each of the Reporting Persons had sole power to vote or direct the vote of 0 shares of Class A Ordinary Shares.
(ii) Shared power to vote or to direct the vote:
As of June 30, 2025, each of the Reporting Persons had shared power to vote or direct the vote of 941,287 Class A Ordinary Shares.
(iii) Sole power to dispose or to direct the disposition of:
As of June 30, 2025, each of the Reporting Persons had sole power to dispose or to direct the disposition of 0 Class A Ordinary Shares.
(iv) Shared power to dispose or to direct the disposition of:
As of June 30, 2025, each of the Reporting Persons had shared power to dispose or to direct the disposition of 941,287 Class A Ordinary Shares.
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 acquired and are held in the ordinary course of business and 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.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to LMR Partners LLP, LMR Partners Limited, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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.
How many HONDW Class A shares does LMR report owning?
The reporting persons state they beneficially own 941,287 Class A Ordinary Shares, equal to 4.1% of the class.
Which funds directly hold the reported HONDW shares?
The shares are held directly by LMR Multi-Strategy Master Fund (590,644 shares) and LMR CCSA Master Fund (350,643 shares).
Do the reporting persons have sole voting or dispositive power over the shares?
No. The filing reports 0 sole voting power and 0 sole dispositive power, with 941,287 shared voting and shared dispositive power.
Does the filing indicate an intent to influence issuer control?
No. The certification states the securities were acquired and are held in the ordinary course of business and not to change or influence control.
What percentage of HCM II does each master fund represent?
LMR Multi-Strategy Master Fund represents approximately 2.6% and LMR CCSA Master Fund approximately 1.5% of Class A shares, based on 23,000,000 shares.
Who are the named reporting persons in the filing?
The reporting persons include LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited, LMR Partners (Ireland) Limited, and individuals Ben Levine and Stefan Renold.
