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 July 30, 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.
 Registration Statement on Form S-4
 Filed on July 17, 2025
 File No. 333-288735
Dear Shawn Matthews and Simon Irish:

 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. Unless
we note
otherwise, any references to prior comments are to comments in our June 26,
2025 letter.

Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Compensation Received by the Sponsor..., page 16

1. We note your response to prior comment 12. Please further revise the
compensation
 table to additionally quantify the New Terrestrial shares issuable to
Mr. Matthews (i)
 pursuant to any contingent value right contained in the $4,000,000
Terrestrial
 Convertible Notes and (ii) upon exercise of the 40,000 Terrestrial
Warrants. Refer to
 July 30, 2025
Page 2

 Item 1604(b)(4) of Regulation S-K. Revise as appropriate disclosure
indicating the
 Terrestrial Warrants will convert to New Terrestrial Common Stock, given
disclosure
 elsewhere indicating they will remain outstanding and become exercisable
at closing.
 Confirm whether the paragraph regarding $15,000 per month should appear
in relation
 to the Sponsor, rather than Mr. Matthews, and quantify the amount due as
of the most
 recent practicable date, both here and in the related person
transactions section.
The Business Combination Proposal
Background of the Business Combination, page 137

2. We note your response to our prior comment 24 and reissue. 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.
The HCM II Board's Reasons for the Approval of the Business Combination, page
141

3. Your revisions in response to prior comment 27 do not appear to
specifically address
 the aspects of the unit economic criteria noted; accordingly, we reissue
it. Please
 include disclosure that indicates how the HCM II Board considered this
 criteria. Clearly disclose if some aspects of this criteria were not met
and discuss how
 the Board considered these in determining the criteria was met. In this
regard, we note
 disclosure on page 2 that the HCM II Board concluded that the
Business
 Combination met the evaluation criteria for an initial business
combination disclosed
 in the prospectus for the IPO.
Summary of HCM II Financial Analysis, page 148

4. We note your responses to prior comments 28 and 29. Please further
revise to clearly
 disclose who prepared the Materials and when they were prepared. In this
regard, we
 note references to preparation by HCM II s management, presentation by
Mr.
 Matthews to the Board, and estimates and projections from the management
of
 Terrestrial Energy or third sources (Cf. pages 139, 148, 149).
Additionally confirm
 whether any financial projections with respect to Terrestrial Energy
(other than the
 Illustrative Unit Economics) were provided to the HCM II Board or other
parties, such
 as potential PIPE investors (noting that disclosure on page 149 refers
to by ); if so,
 revise to include such projections. Clarify disclosure on page 137 that,
"PIPE
 Investors continued to only receive cleansed information" (for instance,
does this refer
 to nonpublic information subsequently publicly disclosed via Form 8-K,
as also
 referenced on page 137?).
Unaudited Prospective Unit Economics Information, page 153

5. We note your revisions in response to prior comment 31. Please further
revise to
 disclose (i) the date that the Unit Economics were prepared and, as
applicable,
 updated and (ii) whether or not Terrestrial Energy has affirmed to HCM
II that the
 Unit Economics (and any other projections) reflect the view of its
management or
 July 30, 2025
Page 3

 board as of the most recent practicable date. Refer to Item 1609 of
Regulation S-K.
 Additionally disclose the estimates and key assumptions referenced on
page 155
 (i.e., "certain estimates and other key assumptions that Terrestrial
Energy's
 management relied upon in preparing Terrestrial Energy's business
model," including
 "estimates with respect to certain expenses and working capital and an
illustrative
 schedule depicting a range of deployment targets of IMSR Plants"), or
tell us why you
 believe this is not required.
Unaudited Pro Forma Condensed Combined Financial Information, page 206

6. We note your response to prior comment 38. Please clarify whether the
number of
 ExchangeCo shares held by ExchangeCo shareholders are included in the
number of
 shares held by Terrestrial Energy Shareholders in the ownership level
table on page
 209.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 211

7. We note that Terrestrial Energy issued Series A-1 preferred shares in
July 2025.
 Please revise the pro forma balance sheet to present the number of
shares authorized,
 issued and outstanding.
Information about Terrestrial Energy, page 249

8. We note that Terrestrial Energy's press release of June 24, 2025,
announcing the
 Ameresco collaboration references the "use of a natural gas-fired energy
bridge in
 IMSR plant operation" and "hybridization with other systems including
natural gas."
 Please revise your business section to discuss this hybrid energy
approach and include
 risk factor disclosure as appropriate.
Intellectual Property, page 268

9. We note your revisions in response to prior comment 52. Please revise
disclosure that
 you currently have approximately 90 patents granted or pending, to
separately
 quantify the number of granted patents and pending patents. Include the
information
 required by Item 101(h)(4)(vii) of Regulation S-K.
Beneficial Ownership of Securities, page 296

10. We note your response to prior comment 55. Disclosure on page 296
states, "The
 expected beneficial ownership of New Terrestrial Common Shares
post-Business
 Combination is calculated as if Closing occurred on July 17, 2025."
Accordingly,
 please revise to include securities that each person has the right to
acquire within 60
 days of the assumed closing date, including shares underlying New
Terrestrial
 Warrants and Terrestrial Warrants. Note 3 on page 297 continues to refer
to any
 pecuniary interest that Mr. Matthews "may have;" please revise to
disclose that he has
 an economic interest in 2,950,000, or approximately 51.3%, of the
Founder Shares
 held by the Sponsor, and similarly quantify his economic interest in the
shares
 underlying New Terrestrial Warrants to be issued upon conversion of
private
 placement warrants.
 July 30, 2025
Page 4
Exchangeable Shares, page F-59

11. We note your response to prior comment 60. For each type (e.g.,
preferred stock,
 common stock) and class of issued and outstanding shares of Terrestrial
Energy
 Canada (Exchange) Inc. ( ExchangeCo ), provide the level of economic
interest and
 voting rights held by Terrestrial Energy ( parent ). If any of these
shares are held by
 someone other than the parent, provide the percentage of economic
interests held by
 them and clearly state whether they meet the definition of a
noncontrolling interest in
 ASC810-10-45-15 and provide your basis. If the definition is met, revise
to report
 these holdings as noncontrolling interests. Refer to ASC 810-10-45-16.
General

12. We note your response to prior comment 61. Please include a summary
description of
 the call options in an appropriate location within the proxy
statement/prospectus, with
 a cross-reference to more detailed discussion within notes to financial
statements as
 appropriate.
13. Your response to prior comment 63 indicates you are omitting the
disclosure letter
 pursuant to Item 601(b)(2) of Regulation S-K. Please file the company
and purchaser
 disclosure letters in accordance with the requirements of Item
601(b)(2)(ii), which
 allows a registrant to redact specific provisions or terms of exhibits
required to be
 filed pursuant to Item 601(b)(2) if the registrant customarily and
actually treats that
 information as private or confidential and if the omitted information is
not material.
 Mark the exhibit index to indicate that portions of the exhibits have
been omitted,
 include the requisite statement on the first page of the redacted
exhibits, and include
 brackets indicating where the information is omitted within each
exhibit.
14. We note your response to prior comment 68, and reissue it in part. You
disclose that
 properly tendered Public Shares will be redeemed at least one day prior
to the
 domestication, but also that Public Shares will not be redeemed if the
business
 combination is abandoned and will be returned to the holder; please
reconcile and add
 risk factor disclosure as applicable. Clarify the process for requesting
HCM II s
 consent to withdraw tendered shares following the redemption request
deadline,
 referenced on pages xxiii and 106.
15. We note your revised disclosure regarding the Bridge Round Offering.
Please disclose
 the lock-up period of the Terrestrial Energy Convertible Notes,
following which the
 20 trading day period for the contingent value right begins.
Additionally quantify the
 shares that may be issuable pursuant to the contingent value right
outside the
 ownership table. Refer to Item 1604(c) of Regulation S-K. File the
Terrestrial Warrant
 and related documents, such as the Warrant Assignment and Assumption
Agreement,
 as exhibits to the registration statement.
 July 30, 2025
Page 5

 Please contact Eiko Yaoita Pyles at 202-551-3587 or Hugh West at
202-551-3872 if
you have questions regarding comments on the financial statements and related
matters. Please contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at
202-551-3047
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Kevin Manz
 Eliot Robinson
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