Schedule 13G/A: First Trust Discloses HCM II Holdings (HONDW)

Rhea-AI Filing Summary

HCM II Acquisition Corp.'s Class A Ordinary Shares (CUSIP G43658106) are the subject of a joint Schedule 13G/A filed by First Trust entities. First Trust Merger Arbitrage Fund (VARBX) reports 959,283 shares, representing 4.17% of the class, with sole voting and dispositive power. First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC report 1,071,124 shares, representing 4.66%, also with sole voting and dispositive power. The filing states these shares are held in the ordinary course of business and were not acquired to change or influence issuer control; FTCS and Sub GP may be deemed to control FTCM but do not own shares for their own accounts. Signatures on the filing are dated 08/14/2025.

Positive

• Transparent, detailed disclosure of share counts and voting/dispositive powers for each reporting person
• Certification under Item 10 that the shares are held in the ordinary course and not to influence control, clarifying passive intent

Negative

• None.

Insights

Securities Analyst

TL;DR: First Trust reports passive stakes below 5%, disclosing sole voting and dispositive power but asserting no intent to influence control.

The Schedule 13G/A shows two related sets of holdings: VARBX with 959,283 shares (4.17%) and FTCM/FTCS/Sub GP with 1,071,124 shares (4.66%). Both report sole voting and dispositive authority over the reported shares, which can matter for proxy tallies, but each position is below the 5% materiality threshold typically associated with activist intent. The filing's Item 10 certification that the securities are held in the ordinary course and not to influence control reinforces a passive investor classification under Schedule 13G rules. For investors, this is a transparent, routine disclosure rather than a control-oriented development.

Corporate Governance Expert

TL;DR: Passive disclosure and explicit certification reduce governance risk; no single reporting person claims control of the issuer.

The filing explicitly notes the holdings are held in the ordinary course of business and were not acquired to change or influence control, per the Item 10 certification. Although FTCS and Sub GP may be deemed to control FTCM, the filing states neither FTCS nor Sub GP own Ordinary Shares for their own accounts, and no individual is reported to control FTCS or Sub GP. Because reported stakes remain under 5%, this disclosure does not create immediate governance or control concerns under federal proxy rules, but it does provide clarity on voting and disposition authority should proxy matters arise.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

HCM II Acquisition Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")

(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

First Trust Merger Arbitrage Fund

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 959,283.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 959,283.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

959,283.00

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)

4.17 %

12

Type of Reporting Person (See Instructions)

IV

SCHEDULE 13G

CUSIP No. G43658106

1

Names of Reporting Persons

First Trust Capital Management L.P.

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 1,071,124.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,071,124.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,071,124.00

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)

4.66 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. G43658106

1

Names of Reporting Persons

First Trust Capital Solutions L.P.

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 1,071,124.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,071,124.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,071,124.00

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)

4.66 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. G43658106

1

Names of Reporting Persons

FTCS Sub GP 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 1,071,124.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,071,124.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,071,124.00

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)

4.66 %

12

Type of Reporting Person (See Instructions)

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, STAMFORD, CT, 06902
Item 2.
(a)	Name of person filing: This Schedule 13G/A is being filed jointly by First Trust Merger Arbitrage Fund ("VARBX"), First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP LLC ("Sub GP"). (1) VARBX, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940. (2) FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the "Client Accounts"). (3) FTCS, a Delaware limited partnership and control person of FTCM. (4) Sub GP, a Delaware limited liability company and control person of FTCM. Each of the persons identified herein is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto.
(b)	Address or principal business office or, if none, residence: The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.
(c)	Citizenship: United States
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")
(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).
Item 4.	Ownership
(a)	Amount beneficially owned: As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Ordinary Shares of HCM II Acquisition Corp (the Issuer)) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer's Ordinary Shares held in the Client Accounts. As of June 30, 2025 VARBX owned 959,283 shares of the outstanding Ordinary Shares of the Issuer FTCM, FTCS and Sub GP collectively owned 1,071,124 shares of the outstanding Ordinary Shares of the Issuer. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in this Schedule 13G/A. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Ordinary Shares of the Issuer for their own accounts.
(b)	Percent of class: VARBX: 4.17% FTCM, FTCS and Sub GP: 4.66%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: VARBX: 959,283 FTCM, FTCS and Sub GP: 1,071,124
	(ii) Shared power to vote or to direct the vote: VARBX: 0 FTCM, FTCS and Sub GP: 0
	(iii) Sole power to dispose or to direct the disposition of: VARBX: 959,283 FTCM, FTCS and Sub GP: 1,071,124
	(iv) Shared power to dispose or to direct the disposition of: VARBX: 0 FTCM, FTCS and Sub GP: 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.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Item 2.
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.

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.

First Trust Merger Arbitrage Fund

Signature:	/s/ Joy Ausili
Name/Title:	Trustee, Vice President and Assistant Secretary
Date:	08/14/2025

First Trust Capital Management L.P.

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	08/14/2025

First Trust Capital Solutions L.P.

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	08/14/2025

FTCS Sub GP LLC

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	08/14/2025

Exhibit Information

Exhibit I: Joint Filing Statement

FAQ

How many HONDW shares does First Trust Merger Arbitrage Fund (VARBX) report owning?

VARBX reports owning 959,283 shares of HCM II Class A Ordinary Shares, equal to 4.17% of the class, with sole voting and dispositive power.

What ownership do First Trust Capital Management, First Trust Capital Solutions and FTCS Sub GP report in HONDW?

FTCM, FTCS and FTCS Sub GP collectively report 1,071,124 shares, equal to 4.66% of the class, with sole voting and dispositive power.

Does the filing indicate these holdings are intended to influence HCM II's control?

No. Item 10 includes a certification that the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer.

Which class of securities and CUSIP are covered in this Schedule 13G/A for HONDW?

The filing covers Class A Ordinary Shares of HCM II Acquisition Corp., CUSIP G43658106.

When were the signatures on this Schedule 13G/A executed?

The signatures on the filing are dated 08/14/2025; the filing cites the relevant event date as 06/30/2025.