Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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HCM III Acquisition Corp. (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G4365E103 (CUSIP Number) |
08/04/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G4365E103 |
| 1 | Names of Reporting Persons
HCM Investor Holdings III, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,433,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | G4365E103 |
| 1 | Names of Reporting Persons
Shawn Matthews | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,433,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) See Item 4. Represents Class B ordinary shares, which will automatically convert into the Issuer's Class A ordinary shares at the time of the Issuer's initial business combination, as more fully described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-287841). (2) Based on 33,733,333 ordinary shares issued and outstanding as reported in the Issuer's prospectus filed with the Securities and Exchange Commission on July 31, 2025 and assuming the conversion of all the Class B ordinary shares held by HCM Investor Holdings III, LLC.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
HCM III Acquisition Corp. | |
| (b) | Address of issuer's principal executive offices:
100 First Stamford Place, Suite 330 Stamford, CT 06902 | |
| Item 2. | ||
| (a) | Name of person filing:
HCM Investor Holdings III, LLC and Shawn Matthews (the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
100 First Stamford Place, Suite 330 Stamford, CT 06902 | |
| (c) | Citizenship:
HCM Investor Holdings III, LLC is a limited liability company formed under the laws of the Cayman Islands. Shawn Matthews is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G4365E103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference. | |
| (b) | Percent of class:
As of August 4, 2025, the Reporting Persons may be deemed to beneficially own 8,433,333 of the Issuer's Class B ordinary shares, representing 25% of the total ordinary shares issued and outstanding and assuming the conversion of all the Class B ordinary shares of the Reporting Persons. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The Class B ordinary shares are automatically convertible into the Issuer's Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-287841). | ||
| (ii) Shared power to vote or to direct the vote:
The percentage of the Class B ordinary shares held by the Reporting Persons is based on 33,733,333 ordinary shares issued and outstanding as reported in the Issuer's prospectus filed with the Securities and Exchange Commission on July 31, 2025 and assuming the conversion of all the Class B ordinary shares held by HCM Investor Holdings III, LLC. | ||
| (iii) Sole power to dispose or to direct the disposition of:
HCM Investor Holdings III, LLC is the record holder of the shares reported herein. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Shawn Matthews is the managing member of HCM Investor Holdings III, LLC. Consequently, he may be deemed the beneficial owner of the shares held by HCM Investor Holdings III, LLC and has voting and dispositive control over such securities. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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