SecProbe.io

CORRESP
 1
 filename1.htm

 HCM II Acquisition Corp.

 100 First Stamford Place, Suite 330

 Stamford, CT 06902

 Terrestrial Energy Inc.

 2730 W. Tyvola Road, Suite 100

 Charlotte, NC 28217

 September 24, 2025

 Via Edgar

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Eiko Yaoita Pyles
 Hugh West
 Sarah Sidwell
 Jennifer Angelini

 Re: HCM II Acquisition Corp.

 Registration Statement on Form S-4,
as amended (File No. 333- 288735)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, and in connection with the captioned registration statement (the " Registration Statement "),
HCM II Acquisition Corp. (the " Registrant ") and Terrestrial Energy Inc. (the " Co-Registrant ") hereby
respectfully request that the Registration Statement be permitted to become effective on September 26, 2025 at 4:00 p.m., Eastern Time,
or as soon thereafter as practicable.

 If you have any questions
or comments, please do not hesitate to contact Kevin E. Manz, Esq. at (212) 556-2133 or Eliot W. Robinson, Esq. at (404) 572-6785.

 [Remainder of the page intentionally left blank]

 HCM II ACQUISITION CORP.

 Sincerely,

 By:
 /s/ Shawn Matthews

 Name:
 Shawn Matthews

 Title:
 Chief Executive Officer, HCM II Acquisition Corp.

 TERRESTRIAL ENERGY
INC.

 Sincerely,

 By:
 /s/ Simon Irish

 Name:
 Simon Irish

 Title:
 Chief Executive Officer, Terrestrial Energy Inc.

 Cc: Kevin E. Manz, Esq., King & Spalding LLP

 Eliot W. Robinson, Esq., Bryan Cave Leighton Paisner
LLP

 Tyler F. Mark, Esq., Bryan Cave Leighton Paisner
LLP

CORRESP
 1
 filename1.htm

 HCM II Acquisition Corp.

 100 First Stamford Place, Suite 330

 Stamford, CT 06902

 Terrestrial Energy Inc.

 2730 W. Tyvola Road, Suite 100

 Charlotte, NC 28217

 VIA EDGAR

 September 16, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Eiko Yaoita Pyles
 Hugh West
 Sarah Sidwell
 Jennifer Angelini

 Re:
 HCM II Acquisition Corp.

 Draft Registration Statement on Form S-4/A

 Submitted on September 3, 2025

 CIK No. 0002019804

 Ladies and Gentlemen:

 Terrestrial Energy Inc. (the
" Company ") and HCM II Acquisition Corp. (" HCM II " and collectively with the Company, " we ,"
" our " or " us ") hereby transmit our response to the comment letter received from the staff (the " Staff ",
" you " or " your ") of the U.S. Securities and Exchange Commission (the " Commission "),
dated September 12, 2025, regarding the amended Draft Registration Statement on Form S-4 (the " Registration Statement ")
submitted to the Commission on September 3, 2025.

 For the Staff's convenience,
we have repeated below the Staff's comment in bold, and have followed each comment with our response. In response to the Staff's
comments, we are filing via Edgar a revised Registration Statement simultaneously with the submission of this response letter.

 Dilution, page 20

 1.
 We note that some of the numbers in your dilution disclosures are not consistent with those disclosed elsewhere in the filing (e.g., number of shares to be issued to Terrestrial Energy Stockholders; the number of Terrestrial Energy shares outstanding post de-SPAC, etc.). Please revise to resolve these inconsistencies or explain.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on pages xviii, xix and elsewhere where appropriate to address the Staff's comment.

 Material U.S. Federal Income Tax Considerations
of the Merger to Holders of Terrestrial Stock and Terrestrial Energy, page 202

 2.
 Please revise this section to state clearly that the disclosure is the opinion of named counsel. Refer to Section III.B.2 of Staff Legal Bulletin 19. The opinion filed as Exhibit 8.2 assumes "the information set forth in the Registration Statement . . . is true, correct and complete." This assumption appears overbroad, since it includes the tax discussion being opined upon; please request counsel to revise accordingly. Additionally include the date of the representation letters in the final opinion.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on page 186 and 203 as well as the assumptions contained in Exhibit 8.2 to address the Staff's
comment.

 Unaudited Pro Forma Condensed Combined Financial Information, page
209

 3.
 Your disclosure on page 308 stated that it is expected that Terrestrial Energy or New Terrestrial will consider one-time additional equity awards to recognize extraordinary services provided in connection with the Business Combination. Where you provide pro forma information, please revise to disclose the nature and terms of the awards to be granted, how you plan to account for those awards, and potential impact on the post-combination company. Also, ensure that any granted awards are appropriately reflected in the pro forma information.

 Response: We acknowledge the Staff's
comment and respectfully advise the Staff that the nature, terms, and number of any awards that may be granted have not been determined
by Terrestrial Energy. Accordingly, the Company cannot yet determine the accounting or other impact such awards may have. If awarded,
the Company undertakes to disclose the nature and terms of any such awards, including in its pro forma information, in its Current Report
on Form 8-K to be filed in connection with the closing of the transaction.

 Adjustments to Unaudited Pro Forma Condensed
Combined Balance Sheet Adjustment (F), page 216

 4.
 You state that adjustment (F) was recorded to give effect to the issuance of 97,200,530 New Terrestrial Common Shares to the existing stockholder of Terrestrial Energy. However, the table disclosed on page 212 and elsewhere throughout the filing appear to indicate that that 62,176,098 shares are expected to be issued to those shareholders. Please revise to correct the inconsistencies.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on page 216 to address the Staff's comment.

 2

 Notes to Condensed Consolidated Financial Statements

 Note 5. Stockholders' Deficit

 Exchangeable Shares, p. F-59

 5.

 Your revised disclosures in response to
 prior comment 8 stated that in the event the Company declares dividends on its common stock, exchangeable shareholders are entitled
 to receive the same dividends from ExchangeCo. Considering that ExchangeCo will be making the distribution in such event, the
 exchangeable shareholders appear to hold the economic interest in ExchangeCo. Please revise your presentation accordingly (e.g.,
 present exchangeable shares as non-controlling interests) or explain why you believe your existing presentation is appropriate with
 references to authoritative literatures you relied upon to support your conclusion.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on page F-60 to address the Staff's comment.

 Exhibits

 6.
 We note revisions to the exhibit index identifies Exhibits 3.2 and 3.3 as corporate documents of HCM II following domestication, and Exhibit 3.6 as a document of Terrestrial Energy Inc. Please revise to clarify that these reflect the corporate documents of the post-combination company, clearly distinguishing them from the SPAC corporate documents, and ensure consistency with the table of contents, which refers to New Terrestrial Energy corporate documents. Additionally ensure that the securities of the post-combination company are clearly identified as such in the exhibit index. We further note that Exhibit 3.4 does not appear to be filed; please file or revise the index accordingly.

 Response: We acknowledge the Staff's
comment and have revised the exhibit list to address the Staff's comment. Additionally, we have revised the exhibit list to reflect
that former Exhibit 3.6 has been renumbered to be filed as Exhibit 3.5 and filed Exhibit 3.4.

 7.
 We note you have filed the Form of Assignment and Assumption Agreement as Exhibit 4.7. Please also file the Terrestrial Warrant and related Warrant Agreement.

 We acknowledge the Staff's comment
and have filed the Form of Terrestrial Warrant as Exhibit 10.8, to address the Staff's comment. We respectfully advise the Staff
that there is no separate warrant agreement governing the Terrestrial Warrant.

 3

 We thank the Staff in advance for its consideration
of the foregoing. Should you have any questions, please do not hesitate to contact Kevin E. Manz, Esq. at (212) 556-2133 or Eliot W. Robinson,
Esq. at (404) 572-6785.

 Sincerely,

 By:
 /s/ Shawn Matthews

 Name:
 Shawn Matthews

 Title:
 Chief Executive Officer, HCM II Acquisition Corp.

 cc:

 Sincerely,

 By:
 /s/ Simon Irish

 Name:
 Simon Irish

 Title:
 Chief Executive Officer, Terrestrial Energy Inc.

 cc:

 4

September 12, 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.
Amendment No. 2 to Registration Statement on Form S-4
Filed on September 4, 2025
File No. 333-288735
Dear Shawn Matthews and Simon Irish:
            We have reviewed your amended 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 August 28, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-4
Dilution, page 20
1.We note that some of the numbers in your dilution disclosures are not consistent with
those disclosed elsewhere in the filing (e.g., number of shares to be issued to
Terrestrial Energy Stockholders; the number of Terrestrial Energy shares outstanding
post de-SPAC, etc.). Please revise to resolve these inconsistencies or explain.

September 12, 2025
Page 2
Material U.S. Federal Income Tax Considerations of the Merger to Holders of Terrestrial
Stock and Terrestrial Energy, page 202
2.Please revise this section to state clearly that the disclosure is the opinion of named
counsel. Refer to Section III.B.2 of Staff Legal Bulletin 19. The opinion filed as
Exhibit 8.2 assumes “the information set forth in the Registration Statement . . . is
true, correct and complete." This assumption appears overbroad, since it includes the
tax discussion being opined upon; please request counsel to revise accordingly.
Additionally include the date of the representation letters in the final opinion.
Unaudited Pro Forma Condensed Combined Financial Information, page 209
3.Your disclosure on page 308 stated that it is expected that Terrestrial Energy or New
Terrestrial will consider one-time additional equity awards to recognize extraordinary
services provided in connection with the Business Combination. Where you provide
pro forma information, please revise to disclose the nature and terms of the awards to
be granted, how you plan to account for those awards, and potential impact on the
post-combination company. Also, ensure that any granted awards are appropriately
reflected in the pro forma information.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
Adjustment (F), page 216
4.You state that adjustment (F) was recorded to give effect to the issuance of
97,200,530 New Terrestrial Common Shares to the existing stockholder of Terrestrial
Energy. However, the table disclosed on page 212 and elsewhere throughout the filing
appear to indicate that that 62,176,098 shares are expected to be issued to those
shareholders. Please revise to correct the inconsistencies.
Notes to Condensed Consolidated Financial Statements
Note 5. Stockholders' Deficit
Exchangeable Shares, page F-59
5.Your revised disclosures in response to prior comment 8 stated that in the event the
Company declares dividends on its common stock, exchangeable shareholders are
entitled to receive the same dividends from ExchangeCo. Considering that
ExchangeCo will be making the distribution in such event, the exchangeable
shareholders appear to hold the economic interest in ExchangeCo. Please revise your
presentation accordingly (e.g., present exchangeable shares as non-controlling
interests) or explain why you believe your existing presentation is appropriate with
references to authoritative literatures you relied upon to support your conclusion.
Exhibits
We note revisions to the exhibit index identifies Exhibits 3.2 and 3.3 as corporate
documents of HCM II following domestication, and Exhibit 3.6 as a document of
Terrestrial Energy Inc. Please revise to clarify that these reflect the corporate
documents of the post-combination company, clearly distinguishing them from the
SPAC corporate documents, and ensure consistency with the table of contents, which
refers to New Terrestrial Energy corporate documents. Additionally ensure that the 6.

September 12, 2025
Page 3
securities of the post-combination company are clearly identified as such in the
exhibit index. We further note that Exhibit 3.4 does not appear to be filed; please file
or revise the index accordingly.
7.We note you have filed the Form of Assignment and Assumption Agreement as
Exhibit 4.7. Please also file the Terrestrial Warrant and related Warrant Agreement.
            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

CORRESP
 1
 filename1.htm

 HCM II Acquisition Corp.

 100 First Stamford Place, Suite 330

 Stamford, CT 06902

 Terrestrial Energy Inc.

 2730 W. Tyvola Road, Suite 100

 Charlotte, NC 28217

 VIA EDGAR

 September 3, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Eiko Yaoita Pyles
 Hugh West
 Sarah Sidwell
 Jennifer Angelini

 Re:
 HCM II Acquisition Corp.

 Draft Registration Statement on Form S-4/A

 Submitted on August 15, 2025

 CIK No. 0002019804

 Ladies and Gentlemen:

 Terrestrial Energy Inc. (the
" Company ") and HCM II Acquisition Corp. (" HCM II " and collectively with the Company, " we ,"
" our " or " us ") hereby transmit our response to the comment letter and oral comment received from
the staff (the " Staff ", " you " or " your ") of the U.S. Securities and Exchange
Commission (the " Commission "), dated August 28, 2025, regarding the amended Draft Registration Statement on Form S-4
(the " Registration Statement ") submitted to the Commission on August 15, 2025.

 For the Staff's convenience,
we have repeated below the Staff's comment in bold, and have followed each comment with our response. In response to the Staff's
comments, we are filing via Edgar a revised Registration Statement simultaneously with the submission of this response letter.

 General

 1.
 We note your response to prior comment 1. Please revise your disclosure to additionally include the maximum number of shares issuable to Mr. Matthews pursuant to the contingent value right, without assuming a No Pricing Event, or otherwise. Refer to Items 1603(a)(6), 1604(a)(3), and 1604(b)(4) of Regulation S-K.

 Response: We acknowledge the Staff's comment and have revised
the disclosure on pages 14 and 16 to address the Staff's comment.

 2.

 We note that your disclosure regarding
 the DOE's Advanced Reactor Program includes references to "fast-track commercial licensing activities,"
 "commercialization pathway," and "leveraging the program's fast-track approach to advance the licensing and
 deployment" of your IMSR technology. We further note that the DOE's press release announcing the pilot program on June
 18, 2025, refers to testing, research, and development, toward ensuring at least three reactors achieve criticality by July 4, 2026,
 and does "not demonstrate reactors for commercial suitability," consistent with the related Executive Order. Please
 revise your disclosure to more clearly discuss the purpose and scope of the pilot program in light of the foregoing, including
 clarification of its relation to commercial licensing and commercialization. Please also discuss your plans to achieve criticality
 of the IMSR technology by the target date.

 Response: We acknowledge the Staff's comment and have revised
the disclosure on pages 79 and 268 to address the Staff's comment.

 Interests of Certain HCM II Persons in the
Business Combination, page 148

 3.
 Please reinstate the language that appears to have been inadvertently deleted at the bottom of page 148.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on page 148 to address the Staff's comment.

 Unaudited Pro Forma Condensed Combined Financial
Information Other Agreements, page 212

 4.
 We note your disclosure in footnote (2) of the Equity Capitalization Summary table indicates that you assumed full exercise of the Terrestrial Call Options, however, you state in footnote (3) that you assumed no repurchases pursuant to the Terrestrial Call Options. Please revise to resolve this inconsistency here and throughout the filing.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on page 212 to address the Staff's comment.

 Beneficial Ownership of Securities, page 299

 5.
 We note your response to prior comment 10. Please revise the disclosure preceding the table to clearly state that post-business combination ownership does not reflect the exercise or conversion of any securities, including those that may become exercisable or convertible upon completion of the business combination or within 60 days thereof. In addition, we reissue our comment in relation to Note 3, which 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.

 Response: We acknowledge the Staff's comment and have revised
the disclosure on pages 299-301 to address the Staff's comment.

 Certain Relationships and Related Person Transactions,
page 303

 6.
 Please revise to update the disclosure in this section.

 Response: We acknowledge the Staff's comment and have revised
the disclosure on page 304 to address the Staff's comment.

 Condensed Consolidated Financial Statements,
page F-44

 7.
 Please revise to present the exchangeable common and preferred shares in separate line items on the face of financial statements.

 Response: We acknowledge the Staff's
comment and have revised the face of the financial statements beginning on F-44 to address the Staff's comment.

 Exchangeable Shares, page F-59

 8.
 Your response to prior comment 11 stated that Exchangeable Shareholders have rights only to the Terrestrial Energy Inc.'s common and preferred stock and do not have any voting, control or economic rights to ExchangeCo through the Exchangeable Shares. Please confirm that Exchangeable Shareholders do not have economic interests in ExchangeCo through their ownerships of Exchangeable shares and revise your disclosure to clarify that throughout the filing.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on F-60 and throughout the filing to address the Staff's comment.

 Exhibits

 9.
 We note your response to prior comment #13, please revise Exhibit 2.1 to include a list briefly identifying the contents of the omitted disclosure letters. Refer to Item 601(a)(5) of Regulation S-K.

 Response: We acknowledge the Staff's
comment and have revised Exhibit 2.1 to include a list briefly identifying the contents of the omitted disclosure letters.

 2

 We thank the Staff
in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact Kevin E. Manz, Esq.
at (212) 556-2133 or Eliot W. Robinson, Esq. at (404) 572-6785.

 Sincerely,

 By:
 /s/ Shawn Matthews

 Name:
 Shawn Matthews

 Title:
 Chief Executive Officer, HCM
II Acquisition Corp.

 cc:

 Sincerely,

 By:
 /s/ Simon Irish

 Name:
 Simon Irish

 Title:
 Chief Executive
Officer, Terrestrial Energy Inc.

 cc:

 3

August 28, 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 August 15, 2025
File No. 333-288735
Dear Shawn Matthews and Simon Irish:
            We have reviewed your amended 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 July 30, 2025 letter.
Amendment No. 1 to Form S-4 filed on August 15, 2025
General
1.We note your response to prior comment 1. Please revise your disclosure to
additionally include the maximum number of shares issuable to Mr. Matthews
pursuant to the contingent value right, without assuming a No Pricing Event, or
otherwise. Refer to Items 1603(a)(6), 1604(a)(3), and 1604(b)(4) of Regulation S-K.

August 28, 2025
Page 2
2.We note that your disclosure regarding the DOE’s Advanced Reactor Program
includes references to “fast-track commercial licensing activities,”
“commercialization pathway,” and “leveraging the program’s fast-track approach to
advance the licensing and deployment” of your IMSR technology. We further note
that the DOE’s press release announcing the pilot program on June 18, 2025, refers to
testing, research, and development, toward ensuring at least three reactors achieve
criticality by July 4, 2026, and does “not demonstrate reactors for commercial
suitability,” consistent with the related Executive Order. Please revise your disclosure
to more clearly discuss the purpose and scope of the pilot program in light of the
foregoing, including clarification of its relation to commercial licensing and
commercialization. Please also discuss your plans to achieve criticality of the IMSR
technology by the target date.
The Business Combination Proposal
Interests of Certain HCM II Persons in the Business Combination, page 147
3.Please reinstate the language that appears to have been inadvertently deleted at the
bottom of page 148.
Unaudited Pro Forma Condensed Combined Financial Information
Other Agreements, page 212
4.We note your disclosure in footnote (2) of the Equity Capitalization Summary table
indicates that you assumed full exercise of the Terrestrial Call Options, however, you
state in footnote (3) that you assumed no repurchases pursuant to the Terrestrial Call
Options. Please revise to resolve this inconsistency here and throughout the filing.
Beneficial Ownership of Securities, page 299
5.We note your response to prior comment 10. Please revise the disclosure preceding
the table to clearly state that post-business combination ownership does not reflect the
exercise or conversion of any securities, including those that may become exercisable
or convertible upon completion of the business combination or within 60 days thereof.
In addition, we reissue our comment in relation to Note 3, which 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.
Certain Relationships and Related Person Transactions, page 303
6.Please revise to update the disclosure in this section.
Terrestrial Energy Inc
Condensed Consolidated Financial Statements, page F-44
7.Please revise to present the exchangeable common and preferred shares in separate
line items on the face of financial statements.

August 28, 2025
Page 3
Exchangeable Shares, page F-59
8.Your response to prior comment 11 stated that Exchangeable Shareholders have rights
only to the Terrestrial Energy Inc.’s common and preferred stock and do not have any
voting, control or economic rights to ExchangeCo through the Exchangeable Shares.
Please confirm that Exchangeable Shareholders do not have economic interests in
ExchangeCo through their ownerships of Exchangeable shares and revise your
disclosure to clarify that throughout the filing.
            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

CORRESP
 1
 filename1.htm

 HCM II Acquisition Corp.

 100 First Stamford Place, Suite 330

 Stamford, CT 06902

 Terrestrial Energy Inc.

 2730 W. Tyvola Road, Suite 100

 Charlotte, NC 28217

 VIA EDGAR

 August
15, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Eiko Yaoita Pyles
 Hugh West
 Sarah Sidwell
 Jennifer Angelini

 Re:
 HCM II Acquisition Corp.

 Draft Registration Statement on Form S-4/A

 Submitted on July 17, 2025

 CIK No. 0002019804

 Ladies and Gentlemen:

 Terrestrial Energy Inc.
(the " Company ") and HCM II Acquisition Corp. (" HCM II " and collectively with the Company,
" we ," " our " or " us ") hereby transmit our response to the comment letter
received from the staff (the " Staff ", " you " or " your ") of the U.S.
Securities and Exchange Commission (the " Commission "), dated July 30, 2025, regarding the amended Draft
Registration Statement on Form S-4 (the " Registration Statement ") submitted to the Commission on July 17,
2025.

 For the Staff's convenience,
we have repeated below the Staff's comment in bold, and have followed each comment with our response. In response to the Staff's
comments, we are filing via Edgar a revised Registration Statement simultaneously with the submission of this response 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 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.

 Response: We acknowledge the Staff's comment and have
revised the disclosure on the cover page and pages 16-17 to address the Staff's comment.

 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.

 Response: We acknowledge the Staff's comment and have
revised the disclosure on pages 138-140 to address the Staff's comment.

 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."

 Response: We acknowledge the Staff's
comment and have revised the disclosure on pages 2, 141 and 142 to address the Staff's comment.

 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?).

 Response: We acknowledge the Staff's
comment and have revised the disclosure on pages 138-141 and 150-151 to address the Staff's comment.

 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 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.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on pages 155 and 158 to address the Staff's comment.

 2

 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.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on page 212 to address the Staff's comment.

 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.

 Response: We acknowledge the Staff's
comment and have revised the pro forma balance sheet to present the number of shares authorized, issued and outstanding to reflect the
issuance of the preferred shares.

 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.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on page 262 to address the Staff's comment. Further, we have added an additional risk factor
on page 88 as suggested by the Staff.

 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.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on page 271 to provide additional detail concerning our patents, including that approximately
84 patents are granted, five are pending, and eight are Patent Cooperation Treaty applications.

 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.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on pages 299 and 300 to address the Staff's comment.

 3

 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.

 Response: We respectfully acknowledge
the Staff's comment and advise the Staff that as of the most recent practicable date, ExchangeCo has two classes of exchangeable
shares outstanding: 530,924 Common Exchangeable Shares and 6,200 Preferred Exchangeable Shares, all held by third parties. Terrestrial
Energy Inc. holds 100% of the residual common equity of ExchangeCo (non-exchangeable common stock) by way of Terrestrial Energy Inc.'s
100% ownership interest of Terrestrial Energy Canada (Call) Inc., who owns 100% of the issued and outstanding common stock of ExchangeCo.
See below table outlining the economic interests and voting rights as of the most practicable date:

 Share Class
 Shares Outstanding
 Held by Terrestrial Energy Inc.
 Held by Third Parties
 Economic Interest Held by Terrestrial Energy Inc.
 Voting Rights Held by Terrestrial Energy Inc.

 Common Exchangeable Shares
 530,924
 -
 530,924
 100% (via exchange mechanism)
 0% (votes through Special Voting Share)

 Preferred Exchangeable Shares
 6,200
 -
 6,200
 100% (via exchange mechanism)
 0% (votes through Special Voting Share)

 Non-Exchangeable Common Share (Residual)
 100
 100 (through 100% ownership of Terrestrial Energy Canada (Call) Inc.)
 -
 100%
 100%

 We respectfully advise the Staff that
while the exchangeable shares are legally issued by ExchangeCo and held by third parties, they do not represent a substantive equity interest
in ExchangeCo but rather represent in substance preferred and common stock of Terrestrial Energy Inc. and therefore, do not meet the definition
of a noncontrolling interest under ASC 810-10-45-15 and rather the definition of equity securities and participating securities in accordance
with the ASC Master Glossary and ASC 260.

 We further respectfully advise the Staff
that the Company considers ExchangeCo to be an indirect wholly-owned subsidiary of Terrestrial Energy Inc. due to the Exchangeable Shareholders
having rights only to the Terrestrial Energy Inc.'s common and preferred stock and not having any voting, control or economic rights
to ExchangeCo through the Exchangeable Shares.

 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.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on page 293 to address the Staff's comment.

 4

 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.

 Response: In response to the Staff's
comment, the Company respectfully advises the Staff that the disclosure letter to the Business Combination has been omitted pursuant to
Item 601(a)(5) of Regulation S-K rather than Item 601(b)(2), and the Company agrees to furnish supplementally a copy of any omitted schedule
or exhibit to the SEC upon its request

 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.

 Response: We acknowledge the
Staff's comment and have revised the disclosure on the cover page as well as pages xxiii, 108, 231 and 232 to address the
Staff's comment.

 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.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on page 23 to address the Staff's comment. Additionally, we acknowledge the Staff's
comment concerning the Warrant Assignment and Assumption Agreement and agree to file the agreement by amendment to the Registration Statement.

 5

 We thank the Staff in advance for its consideration
of the foregoing. Should you have any questions, please do not hesitate to contact Kevin E. Manz, Esq. at (212) 556-2133 or Eliot W. Robinson,
Esq. at (404) 572-6785.

 Sincerely,

 By:
 /s/ Shawn Matthews

 Name:
 Shawn Matthews

 Title:
 Chief Executive Officer, HCM II Acquisition Corp.

 cc:

 Sincerely,

 By:
 /s/ Simon Irish

 Name:
 Simon Irish

 Title:
 Chief Executive Officer, Terrestrial Energy Inc.

 cc:

 6

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
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 1.

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
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 5.

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

CORRESP
 1
 filename1.htm

 HCM II Acquisition Corp.

 100 First Stamford Place, Suite 330

 Stamford, CT 06902

 Terrestrial Energy Inc.

 2730 W. Tyvola Road, Suite 100

 Charlotte, NC 28217

 VIA EDGAR

 July
17, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Eiko Yaoita Pyles
 Hugh West
 Sarah Sidwell
 Jennifer Angelini

 Re:
 HCM II Acquisition Corp.

 Draft Registration Statement on Form S-4

 Submitted on May 30, 2025

 CIK No. 0002019804

 Ladies and Gentlemen:

 Terrestrial Energy (the " Company ")
and HCM II Acquisition Corp. (" HCM II " and collectively with the Company, " we ," " our "
or " us ") hereby transmit our response to the comment letter received from the staff (the " Staff ",
" you " or " your ") of the U.S. Securities and Exchange Commission (the " Commission "),
dated June 26, 2025, regarding the Draft Registration Statement on Form S-4 (the " Registration Statement ") confidentially
submitted to the Commission on May 30, 2025.

 For the Staff's convenience,
we have repeated below the Staff's comment in bold, and have followed each comment with our response. In response to the Staff's
comments, we are filing via Edgar a revised Registration Statement simultaneously with the submission of this response letter.

 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.

 Response: We acknowledge the Staff's comment and have
revised the disclosure on the cover page to address the Staff's comment.

 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.

 Response: We acknowledge the Staff's comment on material financing
transactions and have revised the disclosure on the cover page to address the Staff's comment.

 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.

 Response: We acknowledge the Staff's
comment and have revised the tabular disclosure in the Q&A on pages xviii, xix, 17, 18, 21 and 58 to address the Staff's comment,
including to use the terms "Terrestrial Energy Stockholders" and "Holders of Terrestrial Convertible Notes" to
align with the terms already defined in the Registration Statement.

 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.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on page xx to address the Staff's comment.

 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.

 Response: We respectfully advise the Staff that no NRC filing and/or
waiting period is required in connection with the consummation of the Business Combination. We have revised the disclosure on the cover
page as well as pages 37 – 39 and 125 to address the Staff's comment.

 2

 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, 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."

 Response: We acknowledge the Staff's comment and have revised the disclosure
on pages xxxi and xxxii to address the Staff's comment.

 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.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on page xxxii to address the Staff's comment.

 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.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on pages 2 and 3 to address the Staff's comment.

 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.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on pages 10 and 11 to address the Staff's comment.

 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.

 Response: We acknowledge the Staff's comment and have revised the disclosure
on page 15 – 16 as well as on pages 143 – 145 to address the Staff's comment.

 3

 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.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on page 13 to address the Staff's comment.

 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 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."

 Response: We acknowledge the Staff's
comment and have revised the disclosure on pages xxxi, 13, 16, 17, 137 and 152 to address the Staff's comment.

 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.

 Response: We acknowledge the Staff's comment and have updated
the dilution table on pages 19 and 20 to reflect the information as of March 31, 2025.

 We respectively advise the Staff that
the deferred underwriting fees has already been accrued in HCM II's historical balance sheet as a liability. Upon consummation of
the Business Combination, the payment of the deferred underwriting fees will result in a corresponding reduction of cash and liabilities.
As such, the transaction will have no net impact on the net tangible book value as adjusted. Accordingly, we believe no revision is required
to the pro forma net tangible book value presented in the table.

 We respectively advise the Staff that
the 5,000,000 shares subject to the forward purchase agreement are presented in the PIPE shares line in the table. As such, the impact
of the forward purchase agreement has already been reflected in the dilution calculations, and no further revision is necessary.

 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.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on pages 19-23 to address the Staff's comment.

 4

 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.

 Response: We acknowledge the Staff's
comment and have added the disclosure on pages 23-41 to address the Staff's comment.

 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.

 Response: We acknowledge the Staff's
comment and have (i) added a risk factor on page 45 and (ii) revised the disclosure on pages 68 and 70 to address the Staff's comment.

 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."

 Response: We acknowledge the Staff's comment and have revised
the disclosure on pages 47, 48, 91, 92, 262 and 263 to address the Staff's comment.

 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 nonredeeming public
shareholders, for instance under the maximum contractual redemption scenario.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on pages 58 and 59 to address the Staff's comment.

 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.

 Response: We acknowledge the Staff's
comment and have revised the disclosure on pages 71 and 100 to address the Staff's comment.

 5

 Customers may rescin

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
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, 6.

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
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 12.

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 focus on
one or more businesses that have established and growing revenue streams. We do not
intend to acquire startup companies, companies with speculative business plans, or
companies that are excessively leveraged.” Please include

CORRESP
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  August 13, 2024

  VIA EDGAR

  United States Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C.  20549

        Re:

          Acceleration Request of HCM II Acquisition Corp.

          Registration Statement on Form S-1 (File No. 333-280283)

  Dear Ronald E. Alper,

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, HCM II Acquisition Corp (the “Company”), hereby requests that the effective date for the
    Registration Statement referred to above be accelerated so that it will be declared effective at 4:45 p.m., Eastern time, on August 15, 2024, or as soon thereafter as practicable.  Once the Registration Statement has been declared effective, please
    orally confirm that event with our counsel, King & Spalding LLP, by calling Kevin E. Manz at (212) 556-2133.

  * * * *

  Thank you for your assistance in this matter.

          Very truly yours,

            /s/ Steven Bischoff

            Steven Bischoff

            President and Chief Financial Officer

          cc:
          Stuart Neuhauser, Ellenoff Grossman & Schole LLP

CORRESP
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    August 13, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C.  20549

    Attention: Ronald E. Alper

    Re:

    HCM II Acquisition Corp.

    Registration Statement on Form S-1

    Filed June 18, 2024, as amended

    File No. 333-280283

    Dear Mr. Alper:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of HCM II Acquisition Corp. that the effective date of the above-referenced
      Registration Statement be accelerated so as to permit it to become effective at 4:45 p.m. Eastern Time on August 15, 2024, or as soon thereafter as practicable.

    Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably
      anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

    The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    * * *

    [Signature Page Follows]

            Very truly yours,

            CANTOR FITZGERALD & CO.

            By:

            /s/ David batalion

            Name:

            David Batalion

            Title:

            Managing Director, Investment Banking

    [Signature Page to UW Acceleration Request]

CORRESP
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    August 2, 2024

    U.S. Securities & Exchange Commission

    Division of Corporation Finance

    Office of Real Estate & Construction

    100 F Street, NE

    Washington, D.C. 20549

              Attn:

              Ronald E. Alper

                Pam Long

    Re: HCM II Acquisition Corp.

    Amendment No. 2 to Registration Statement on Form S-1

    Filed July 19, 2024

    File No. 333-280283

    Dear Mr. Alper and Ms. Long:

    HCM II Acquisition Corp. (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange
      Commission (the “Commission”), on July 31, 2024, regarding our Amendment No. 2 to Registration Statement on Form S-1 filed with the Commission on July 19, 2024.

    For the Staff’s convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. Disclosure
      changes have been made in the Registration Statement on Form S-1 (the “Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

    Amendment No. 2 to Registration Statement on Form S-1 filed July 19, 2024

    General

              1.

              We note your responses to prior comments 3 and 4. Regarding the expressions of interest by non-managing sponsor investors described on the cover
                page and elsewhere, we note that:

              •

              you disclose that the non-managing sponsor investors have expressed an interest in indirectly purchasing, through the purchase of non-managing
                sponsor membership interests, 3.5 million of the 6.85 million private warrants to be issued at closing at price of $1.00 per warrant. Since the private warrants will be indirectly purchased from the sponsor’s private warrants, please also
                directly compare the 3.5 million to the sponsor’s 5 million private warrants, amounting to 70% of the sponsor’s private warrants.

              The Company respectfully acknowledges the Staff’s comment and notes that it has revised its disclosure to
                  clarify that the non-managing sponsor membership interests representing 3.5 million private placement warrants will constitute 81.9% of the sponsor's 4,275,000 private placement warrants (whether or not the underwriter's over-allotment
                  option is exercised). The Company has revised the disclosure on the cover page and pages 21, 62, 141 and 144 of the Registration Statement.

              •

              you state that, subject to the non-managing sponsor investors indirectly purchasing the private warrants in which it has expressed an interest
                through the purchase of nonmanaging sponsor membership interests, the sponsor will issue membership interests at a nominal purchase price reflecting interests in 2.8 million (amounting to approximately 65% if the over-allotment option is
                not exercised) of the founder shares held by the sponsor. To help investors better understand the interests expressed by the non-managing sponsor investors, please clarify why this is described as a separate investment in the sponsor by the
                non-management sponsor investors and not as a single investment in a sponsor membership interest that represents 81% of the sponsor’s warrants and 65% of its founder shares. Please also clarify whether the 2.8 million shares assumes that
                the over-allotment option is or is not exercised and explain whether it would be adjusted depending upon such exercise. In this regard, we note that up to 750,000 shares may be forfeited by the sponsor to the extent the overallotment option
                is not exercised.

              The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and
                  pages 1, 15, 21, 23, 62, 141-142, and 144 of the Registration Statement. The Company notes for the Staff's consideration that the non-managing sponsor membership interests representing private placement warrants will constitute 3.5
                  million private placement warrants or 81.9% of the sponsor's 4,275,000 private placement warrants (whether or not the underwriter's over-allotment option is exercised) and the non-managing sponsor membership interests representing Class B
                  ordinary shares will constitute 48.7% of the Class B ordinary shares held by the sponsor (or 2,800,000 Class B ordinary shares assuming that the underwriters' over-allotment option is exercised in full).   Because the quantum of
                  underlying private placement warrants is a fixed number, whether or not the underwriter's allotment is exercised, and the quantum of underlying Class B ordinary shares is a fixed percentage of the sponsor's Class B ordinary shares,
                  whether or not the underwriter's allotment is exercised, we believe that the presentation in the Registration Statement as two separate investments by the non-managing sponsor members provides clarity to investors and reflects the
                  contractual arrangements among the parties.

              •

              you state that the non-managing sponsor investors have expressed an interest in purchasing up to $226,118,030 of units in the public offering.
                Please clarify whether the purchase of the non-managing sponsor membership interests is contingent or related in any way to the purchase of these public units in the offering.

              The Company respectfully acknowledges the Staff’s comment and confirms that the purchase of the non-managing
                  sponsor membership interests is not contingent on the purchase of these public units in the offering.  The Company has revised the disclosure on the cover page and pages 23, 142, and 180 of the Registration Statement.

              •

              you state that the private placement warrants in which the non-managing sponsor investors have expressed an interest are subject to a lock-up,
                but that they will not be subject to a lock-up or any transfer restrictions on the Class A shares they may purchase in the offering. Please clarify, if true, that they also would not be subject to any lock-up or transfer restrictions on the
                warrants that are included in the units you are offering.

              The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on the
                  cover page and pages 21, 62, 141, and 144 of the Registration Statement.

              •

              you use the terms “founder shares” and “Class B shares” interchangeably. Please revise to use a consistent term.

                The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure throughout the Registration Statement.

    We thank the Staff very much for its review of the foregoing and the Registration Statement. If you have questions or further comments, please feel free to
      contact our counsel, Kevin E. Manz, Esq., by telephone at 212-556-2133.

            Sincerely,

            HCM II Acquisition Corp.

            /s/ Shawn Matthews

            Shawn Matthews

            Chief Executive Officer

    cc: Kevin E. Manz, Esq.

July 31, 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.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 19, 2024
File No. 333-280283
Dear Shawn Matthews:
            We have reviewed your amended registration statement and have the following comment.
            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 July 10, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed July 19, 2024
General
We note your responses to prior comments 3 and 4. Regarding the expressions of interest
by non-managing sponsor investors described on the cover page and elsewhere, we note
that:

•you disclose that the non-managing sponsor investors have expressed an interest in
indirectly purchasing, through the purchase of non-managing sponsor membership
interests, 3.5 million of the 6.85 million private warrants to be issued at closing at a
price of $1.00 per warrant. Since the private warrants will be indirectly purchased
from the sponsor's private warrants, please also directly compare the 3.5 million to the
sponsor's 5 million private warrants, amounting to 70% of the sponsor's private
warrants.
 1.

July 31, 2024
Page 2
•you state that, subject to the non-managing sponsor investors indirectly purchasing
the private warrants in which it has expressed an interest through the purchase of non-
managing sponsor membership interests, the sponsor will issue membership interests
at a nominal purchase price reflecting interests in 2.8 million (amounting to
approximately 65% if the over-allotment option is not exercised) of the founder
shares held by the sponsor. To help investors better understand the interests expressed
by the non-managing sponsor investors, please clarify why this is described as a
separate investment in the sponsor by the non-management sponsor investors and not
as a single investment in a sponsor membership interest that represents 81% of the
sponsor's warrants and 65% of its founder shares. Please also clarify whether the 2.8
million shares assumes that the over-allotment option is or is not exercised and
explain whether it would be adjusted depending upon such exercise. In this regard, we
note that up to 750,000 shares may be forfeited by the sponsor to the extent the over-
allotment option is not exercised.

•you state that the non-managing sponsor investors have expressed an interest in
purchasing up to $226,118,030 of units in the public offering. Please clarify whether
the purchase of the non-managing sponsor membership interests is contingent or
related in any way to the purchase of these public units in the offering.

•you state that the private placement warrants in which the non-managing sponsor
investors have expressed an interest are subject to a lock-up, but that they will not be
subject to a lock-up or any transfer restrictions on the Class A shares they may
purchase in the offering. Please clarify, if true, that they also would not be subject to
any lock-up or transfer restrictions on the warrants that are included in the units you
are offering.

•you use the terms "founder shares" and "Class B shares" interchangeably. Please
revise to use a consistent term.
            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

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    July 19, 2024

    U.S. Securities & Exchange Commission

    Division of Corporation Finance

    Office of Real Estate & Construction

    100 F Street, NE

    Washington, D.C. 20549

            Attn:

            Ronald E. Alper

            Pam Long

    Re: HCM II Acquisition Corp.

    Registration Statement on Form S-1

    Filed June 18, 2024

    CIK No. 0002019804

    Registration No. 333-280283

    Dear Mr. Alper and Ms. Long:

    HCM II Acquisition Corp. (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on July 10, 2024, regarding our Registration Statement on Form S-1 submitted to the Commission on June 18, 2024.

    For the Staff’s convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. Disclosure changes have been made in the Registration
      Statement on Form S-1 (the “Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

    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 nonmanaging 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 nonmanaging 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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on the cover page and pages 22, 142, and 180 of the Registration Statement. The Company confirms,
      following consultation with the prospective underwriters participating in the offering, that the limited number of public investors would not impact the company’s listing eligibility on the Nasdaq Global Market.

    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 ownership through the sponsor of up to 2,800,000 founder shares and 3,500,000 private
      placement warrants.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on page 23 of the Registration Statement.

    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.

    The 3,500,000 private placement warrants that the non-managing sponsor investors have expressed an interest to purchase are a part of the 6,850,000 private placement warrants. The Company
      respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on the cover page and pages 1, 20, 61, 141, and 144 of the Registration Statement.

    4.          Please disclose whether the non-managing sponsor investors’ securities would be subject to a lock up agreement with the underwriters.

    The private placement warrants held by the sponsor, including the private placement warrants represented by the non-managing sponsor investors’ membership interests, are subject to a lock-up as
      described in “Principal Shareholders—Restrictions on Transfers of Founder Shares and Private Placement Warrants”; however, the non-managing sponsor investors will not be subject to transfer restrictions or a lock-up agreement on any Class A ordinary
      shares that they may purchase in this offering.. The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on the cover page and pages 21, 61, 141, and 144 of the Registration Statement.

    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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on page 76 of the Registration Statement.

    We thank the Staff very much for its review of the foregoing and the Registration Statement. If you have questions or further comments, please feel free to contact our counsel, Kevin E. Manz, Esq.,
      by telephone at 212-556-2133.

            Sincerely,

            HCM II Acquisition Corp.

            /s/ Shawn Matthews

            Shawn Matthews

            Chief Executive Officer

    cc: Kevin E. Manz, Esq.

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.
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 2.

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

United States securities and exchange commission logo
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.

 FirstName LastNameShawn Matthews
 Comapany NameHCM II Acquisition Corp.
 May 24, 2024 Page 2
 FirstName LastName
Shawn Matthews
HCM II Acquisition Corp.
May 24, 2024
Page 2
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.

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