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                              May 24, 2024

       Shawn Matthews
       Chairman and Chief Executive Officer
       HCM II Acquisition Corp.
       100 First Stamford Place, Suite 330
       Stamford, CT 06902

                                                        Re: HCM II Acquisition
Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted April 26,
2024
                                                            CIK No. 0002019804

       Dear Shawn Matthews:

                                                        We have reviewed your
draft registration statement and have the following comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form S-1 Submitted April 26, 2024

       Proceeds to be held in trust account, page 19

   1.                                                   Disclosure at the end
of the first paragraph in this section states that you may instruct the
                                                        trustee to liquidate
the investments held in the trust account and instead to hold the funds
                                                        in cash or in an
interest bearing demand deposit account at a bank, "in each case after
                                                        deducting $4,000,000 in
underwriting discounts and commissions payable upon the
                                                        closing of this
offering and an aggregate of $2,000,000 to pay fees and expenses in
                                                        connection with the
closing of the offering and for working capital following the closing
                                                        of this offering."
Please reconcile this disclosure with your use of proceeds described on
                                                        page 85, which
indicates that these amounts are separate from the $200,000,000 deposited
                                                        in the trust account.
 Shawn Matthews
FirstName  LastNameShawn
HCM II Acquisition Corp. Matthews
Comapany
May        NameHCM II Acquisition Corp.
     24, 2024
May 24,
Page 2 2024 Page 2
FirstName LastName
Manner of conducting redemptions, page 25

2.       Disclosure in this section and elsewhere in the prospectus indicates
that a quorum will be
         present for a shareholder vote on a business combination if the
holders of a majority, or
         the holders of one-third of issued and outstanding shares are present.
Please reconcile
         these disclosures throughout the prospectus.
If we are deemed to be an investment company under the Investment Company Act .
.. ., page 48

3.       We note your disclosures suggesting that to avoid being subject to the
Investment
         Company Act, you will invest the trust assets in U.S. government
treasury obligations or
         in money market funds meeting certain conditions under Rule 2a-7.
While we note that
         you also state that the risk that you would be deemed to be an
investment company
         increases the longer you hold investments in the trust account, please
clarify that this risk
         exists even though your investments are in U.S. government securities
or shares of money
         market funds meeting the conditions of Rule 2a-7.
Proposed Business
Permitted Purchases of our Securities, page 107

4.       We note your disclosure on page 108 that, in the event your sponsor,
directors, executive
         officers, advisors or their affiliates were to purchase shares or
warrants from public
         shareholders, such purchases would be structured in compliance with
the requirements of
         Rule 14e-5 under the Exchange Act, including adding a representation
in any registration
         statement/proxy statement filed for the business combination
transaction that any of your
         securities purchased by your sponsor, initial shareholders, directors,
officers, and their
         affiliates would not be voted in favor of approving the business
combination transaction.
         Please reconcile this statement with that on page 132 that if you
submit your initial
         business combination for a vote of your public shareholders, your
sponsor, officers, and
         directors have agreed to vote their founder shares and any shares
purchased during or after
         the offering in favor of your initial business combination. Refer to
Tender Offer Rules and
         Schedules Compliance and Disclosure Interpretation 166.01 for
guidance.

General

5.       We note the disclosure in your prospectus that the trust account funds
may be released
            [o]n the completion of our initial business combination or an
earlier redemption in
         connection with the commencement of the procedures to consummate the
initial business
         combination if we determine it is desirable to facilitate the
completion of the initial
         business combination.    Nasdaq Listing Rule IM-5101-2 states that
[a]t least 90% of the
         gross proceeds . . . must be deposited in a trust account maintained
by an independent
         trustee.    It is unclear how the release of funds earlier than the
consummation of the initial
         business combination would comport with this listing standard. Please
revise your
         disclosure for consistency with the Nasdaq listing rules.
 Shawn Matthews
HCM II Acquisition Corp.
May 24, 2024
Page 3

       Please contact Kellie Kim at 202-551-3129 or Kristina Marrone at
202-551-3429 if you
have questions regarding the financial statements and related matters. Please
contact Ronald
(Ron) E. Alper at 202-551-3329 or Pam Long at 202-551-3765 with any other
questions.



                                                          Sincerely,
FirstName LastNameShawn Matthews
                                                          Division of
Corporation Finance
Comapany NameHCM II Acquisition Corp.
                                                          Office of Real Estate
& Construction
May 24, 2024 Page 3
cc:       Kevin Manz
FirstName LastName