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 June 26, 2025

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

Simon Irish
Chief Executive Officer
Terrestrial Energy Inc.
9319 Robert D. Snyder Rd.
Charlotte, NC 28223

 Re: HCM II Acquisition Corp.
 Draft Registration Statement on Form S-4
 Submitted on May 30, 2025
 CIK No. 0002019804
Dear Shawn Matthews and Simon Irish:

 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-4
Cover Page

1. Please state the amount of all compensation received or to be received
by the Sponsor,
 its affiliates, and promotors on the cover page. In this regard, we note
references
 elsewhere to compensation to be received by Shawn Matthews and the
independent
 directors (e.g., page 13). Refer to Item 1604(a)(3) of Regulation S-K.
 June 26, 2025
Page 2

2. Please briefly describe any material financing transactions that have
occurred since
 the initial public offering. In this regard, we note references
elsewhere to (i) a
 $2,500,000 convertible promissory note issued to the Sponsor and (ii)
working
 capital loans and advances by the Sponsor and HCM II's officers and
directors.
 Additionally revise your summary to discuss material terms of such
financing
 transactions. Please refer to Items 1604(a)(2) and 1604(b)(5) of
Regulation S-K. File
 the promissory note and working capital loan agreement as exhibits to
your
 registration statement, or advise. Include relevant information within
your
 compensation disclosures.
Questions and Answers for Shareholders of HCM II
Q. What equity stake will current HCM II shareholders and Terrestrial
Stockholders hold...?,
page xviii

3. Please revise to explain the terms "Terrestrial Energy Shareholders" and
"Terrestrial
 Energy Debt Holders." Revised disclosure should clarify how Terrestrial
options,
 units, warrants, notes, and other outstanding securities are reflected
for ownership
 purposes (non-diluted and fully-diluted) and quantify underlying shares,
identifying
 any needed assumptions. In this regard, we note disclosure on page 255
that units
 issued in the 2024 bridge financing will receive additional shares based
on the trading
 price following the lock-up period. Please also clarify how shares
issuable in
 connection with the recapitalization are treated for ownership purposes
 throughout. Discuss the call options referenced on page F-64 in an
appropriate
 section, including the related person transactions section as
applicable.
Q. Why is HCM II proposing the Domestication?, page xix

4. We note that the Sponsor and independent directors hold 100% of the
outstanding
 HCM II Class B Ordinary Shares, and that only holders of the HCM II
Class B
 Ordinary Shares may vote in connection with the Domestication Proposal.
If approval
 of the Domestication Proposal is assured, revise to state so
specifically and to
 highlight that for investors.
Q. What conditions must be satisfied to complete the Business Combination?,
page xxvi

5. We note the closing condition that the waiting period with the U.S.
Nuclear
 Regulatory Commission (NRC) has expired or has been terminated, but also
 disclosure on page 127 that the parties are not aware of any material
regulatory
 approvals or actions required for completion of the business
combination, other than
 the antitrust filing and waiting period. Please revise to clearly
disclose whether or not
 an NRC filing and/or waiting period is required for the business
combination.
 Additionally revise your disclosure to clearly identify all material
closing conditions
 (revising the reference to "certain") and to indicate which may be
waived.
Q. Who is the Sponsor?, page xxx

6. We note disclosure that the Sponsor is controlled by Shawn Matthews, and
that Mr.
 Matthews has economic interests of 51.3% in the Founder Shares and 18.1%
in the
 Private Placement Warrants held by the Sponsor. Please revise to
disclose that the
 non-managing sponsor investors hold the remaining economic interests, if
true,
 June 26, 2025
Page 3

 and revise or explain your disclosure that "No other person has a direct
or indirect
 material interest in the Sponsor." Refer to Item 1603(a)(7) of
Regulation S-K.
 Additionally disclose whether Mr. Matthews has sole management
(including voting)
 control of the Sponsor. Reconcile disclosure here that, "Each other
director and officer
 of HCM II have economic interests in the Founder Shares and/or Private
Placement
 Warrants held by the Sponsor," with disclosure on page 10 that, "No
other director or
 officer of HCM II has economic interests in the Founder Shares/Private
Placement
 Warrants."
7. We note disclosure that "HCM II's management believes MRNO represents a
high-
 quality, public-ready company with an attractive valuation" and "HCM I
supported
 the HCM II transaction with extensive due diligence, significant
investor outreach and
 comprehensive planning." Please revise to clarify the relevance of the
prior SPAC and
 target to this current transaction. To the extent that HCM I has
involvement in the
 current transaction, provide disclosure in the related person
transactions section and
 elsewhere as appropriate. We further note that a Form S-1 has been filed
for HCM
 III's initial public offering; please update this section accordingly.
Summary of the Proxy Statement/Prospectus, page 1

8. Please revise the diagram on page 3 to separately show the ownership of
the Sponsor,
 other inside shareholders, and public shareholders. Additionally show
the PIPE
 shareholders.
Quorum and Vote of HCM II Shareholders, page 8

9. Please revise to disclose the percentage of shares held by public
shareholders that is
 required to approve each proposal, clearly stating if none is required.
In this regard,
 we note that 37.5% of Public Shares are required for the Business
Combination
 Proposal, but percentages are not disclosed for other proposals. We also
note
 disclosure that, "If only the minimum number of shares representing a
quorum are
 voted, no additional shares would need to be voted in favor;" please
revise to clearly
 state the percentage of public shareholders needed to establish a quorum
and whether
 any public shareholders are required to vote in favor.
Certain Interests of HCM II s Directors and Officers..., page 10

10. Please provide a brief summary of the conflicts of interest of the
target company
 officers and directors and unaffiliated security holders. Please refer
to Item 1604(b)(3)
 of Regulation S-K.
11. We note disclosure that, since shares and warrants will be subject to
lock-up
 restrictions, you believe such securities have less value. Please remove
or revise to
 more fully explain whether and how transfer restrictions affect value,
including
 whether the end of the lock-up period would restore full value.
Compensation Received by the Sponsor..., page 13

12. Please revise the compensation table to include Mr. Matthews
appointment as a New
 Terrestrial director, and additionally discuss this directorship on page
124.
 Specifically discuss the New Equity Incentive Plan here and/or on page
12 as
 June 26, 2025
Page 4

 appropriate; in this regard we note disclosure on page 147 regarding New
Terrestrial
 management's personal interest in the Plan. Quantify the New Terrestrial
shares
 issuable to Mr. Matthews upon (i) conversion of the $4,000,000
Terrestrial
 Convertible Notes and (ii) exercise of the 40,000 Terrestrial Warrants,
identifying any
 necessary assumptions. Disclose the convertible promissory note issued
to the
 Sponsor, and quantify the outstanding working capital loans and
reimbursable
 expenses as of the date of the proxy statement/prospectus, consistent
with disclosures
 elsewhere (e.g., pages 33, 215). Quantify amounts payable to sponsor
under the
 administrative services agreement, and clarify whether these are
included within
 "reimbursable expenses."
Dilution to HCM II's Shareholders, page 15

13. Please address the following as it relates to your dilution disclosures:
 Update the dilution table to reflect the information as of March 31,
2025 or the
 most recent balance sheet date of HCM II included in the filing.
 Revise the net tangible book value, as adjusted, amounts to reflect
the payment of
 deferred underwriting fees upon closing of the business combination.
 Revise to reflect the forward purchase agreement, including
potential impact of
 the forward purchases on Dilution calculations, if any.
14. We note disclosure on page 77 that the Sponsor may convert working
capital loans
 into 1,500,000 Warrants. Please discuss, by footnote or otherwise, the
contingent
 issuance of such Warrants and potential dilutive effects thereof.
Background and Material Terms of the Business Combination, page 18

15. Please provide a summary of the material terms of the business
combination. Please
 refer to Item 1604(b)(1) of Regulation S-K.
Summary Risk Factors
Risks Related to HCM II and the Business Combination, page 22

16. We note disclosure that the business combination is subject to the
closing conditions
 that HCM II have at least $5,000,0001 in net tangible assets and
$150,000,000 in
 available cash (e.g., page 174). Please include risk factor disclosure
regarding these
 closing conditions, including the impact on public shareholders in the
event
 redemptions cause such conditions (and the separate $75,000,000 million
PIPE
 closing condition) not to be met. Expand the risk factor on pages 46-47
to additionally
 discuss the consequences and related risks to public shareholders.
Risks Related to Our Business and Industry, page 23

17. Please revise to specifically disclose whether you are required to
obtain NRC approval
 of the Integral Molten Salt Reactor (IMSR) and discuss the consequences
and related
 risks if such approval is not obtained. Revise disclosure on page 55 to
clarify the
 regulatory status of your IMSR design (and/or its key components)
compared with the
 other developers designs disclosed to be in preapplication review
with the NRC. In
 this regard, we note disclosure on page 70 that appears to indicate you
are not yet in
 formal application review and on page 229 that refers to a
"pre-application phase."
 June 26, 2025
Page 5

Risk Factors
HCM II's shareholders will experience dilution..., page 36

18. Please expand your disclosure to more fully discuss the effects of
dilution on non-
 redeeming public shareholders, for instance under the maximum
contractual
 redemption scenario.
The Warrant Agreement designates the courts..., page 48

19. We note that the exclusive forum provision in the warrant agreement
applies to
 Securities Act claims. Please revise to state that there is uncertainty
as to whether a
 court would enforce such provision and that investors cannot waive
compliance with
 the federal securities laws and the rules and regulations thereunder. In
that regard, we
 note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal
 and state courts over all suits brought to enforce any duty or liability
created by the
 Securities Act or the rules or regulations thereunder. Include analogous
disclosure on
 page 78 in relation to New Terrestrial's certificate of incorporation,
which provides
 the federal district courts will be the exclusive forum for Securities
Act and Exchange
 Act claims.
Customers may rescind or back out of non-binding agreements..., page 55

20. We note media reports dated February 2025 that Terrestrial Energy and
three other
 small nuclear reactor developers have signed agreements with Texas A&M.
Please
 update your disclosure that no binding agreement has been signed with
Texas
 A&M or advise.
Our ability to procure a stable nuclear fuel supply is reliant on a limited
number of fuel
vendors..., page 55

21. We note your disclosure that you are dependent on a few suppliers to
provide raw
 materials. Please expand your disclosure to describe the material terms
of your long-
 term supply agreement and file any material supply or manufacturing
agreements as
 exhibits to the registration statement. Please also disclose the risks
of this reliance and
 any disruptions you have experienced due to such reliance.
We are part of the nuclear power industry, which is highly regulated..., page
68

22. We note disclosure that NRC review of your IMSR fuel salt and IMSR plant
may be
 longer/prolonged and more extensive, due to their novel nature. Please
revise this and
 following risk factors as appropriate to clearly disclose the current
status of your NRC
 review, future steps, expected timing, and specific related risks.
Provide analogous
 information with respect to any other regulatory reviews you are
undertaking.
The Business Combination Proposal, page 87

23. State whether or not a majority of the directors (or members of similar
governing
 body) who are not employees of HCM II has retained an unaffiliated
representative to
 act solely on behalf of unaffiliated security holders for purposes of
negotiating the
 terms of the de- SPAC transaction and/or preparing a report concerning
the approval
 of the de-SPAC transaction. Please refer to Item 1606(d) of Regulation
S-K.
 June 26, 2025
Page 6

Background of the Business Combination, page 108

24. We note disclosure regarding multiple drafts of the business combination
 agreement. Please revise to describe negotiations relating to material
terms of the
 transaction, including but not limited to structure, consideration,
equity financing, and
 continuing employment or involvement for any persons affiliated with the
SPAC
 before the merger. In your revised disclosure, please explain the
reasons for the terms,
 each party's position on the issues (including proposals and
counter-proposals), and
 how you reached agreement on the final terms.
25. We note disclosure on page 111 regarding Mr. Matthews' purchase, in a
personal
 capacity, of $40,000,000 in Terrestrial Convertible Notes. Please expand
to discuss
 the material terms and conditions of these notes. Additionally discuss
Mr. Matthews'
 acquisition of 40,000 Terrestrial Warrants, including their material
terms and
 conditions. Reconcile disclosure on page 124 which refers to the
issuance of a single
 Terrestrial Warrant to purchase up to 40,000 Terrestrial Class A Units.
26. Please revise to include any discussions about the need to obtain
additional financing
 for the combined company, such as the PIPE transaction, and the
negotiation and
 marketing processes. Without limitation, disclose (i) who selected the
potential PIPE
 investors, (ii) what relationships PIPE investors have to HCM II, the
Sponsor,
 Terrestrial, the placement agent, and/or their respective affiliates,
(iii) how terms of
 the PIPE transaction were determined, and (iv) whether there were any
valuations or
 other material information about HCM II, Terrestrial, or the business
combination
 provided to PIPE investors that have not been disclosed publicly. If the
Sponsor made
 any payments in connection with additional financing, provide the
disclosure required
 by Item 1605(b)(2) of Regulation S-K.
The HCM II Board's Reasons for the Approval of the Business Combination, page
112

27. We note disclosure that the HCM II Board concluded the Business
Combination met
 its evaluation criteria, and that the unit economics criteria states,
We will