July 10, 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.
           Registration Statement on Form S-1
           Filed June 18, 2024
           File No. 333-280283
Dear Shawn Matthews:

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

       Please respond to this letter by amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed June 18, 2024
General

1.     We note your disclosure on the cover page and elsewhere in the filing
that the non-
       managing sponsor investors have indicated an interest to purchase
approximately
       $226,118,030 of the units in the offering at the offering price. We also
note that the non-
       managing sponsor investors may determine to purchase a different number
of units in the
       offering. So that investors will be able to understand the minimum
amount of your
       securities that will enter the public market through sales to the
public, as opposed to the
       non-managing sponsor investors, please clarify that the ceiling on the
amount of purchase
       is $226,118,030 of the units. Additionally, please tell us whether the
limited number of
       public investors would impact the company   s eligibility to list its
securities on Nasdaq.
2.     We note disclosure on page 22 that none of the non-managing sponsor
investors has any
       obligation to vote any of their public shares in favor of your initial
business combination.
       Please revise to disclose that the non-managing sponsor investors will
nevertheless be
       incentivized to vote in favor of a business combination because of their
indirect
 July 10, 2024
Page 2

       ownership through the sponsor of up to 2,800,000 founder shares and
3,500,000 private
       placement warrants.
3.     With respect to the 3,500,000 private placement warrants that the
non-managing sponsor
       investors have expressed an interest to purchase, please clarify whether
these warrants are
       part of or in addition to the 6,000,000 private placement warrants to be
purchased by your
       sponsor.
4.     Please disclose whether the non-managing sponsor investors    securities
would be subject
       to a lock up agreement with the underwriters.
The non-managing sponsor investors have expressed an interest . . ., page 76

5.     Please revise your risk factor disclosure starting on page 76 to address
the potential
       conflicts of interest with the non-managing sponsor investors in
approving your business
       combination and otherwise exercising their rights as public shareholders
because of their
       indirect ownership of founder shares and private placement warrants, and
the ability to
       pursue a business combination with a company that is affiliated with the
non-managing
       sponsor investors.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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,

                                                           Division of
Corporation Finance
                                                           Office of Real
Estate & Construction
cc:   Kevin Manz