8-K - HCMA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2025 (August 19, 2025)

HCM III Acquisition Corp.

(Exact name of registrant as specified in itscharter)

Cayman Islands	001-42774	98-1854444
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(IRS Employer<br><br>Identification No.)

100 First Stamford Place, Suite 330

Stamford, CT 06902

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(203) 930-2200

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one Redeemable Warrant	HCMAU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	HCMA	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class ordinary share at a price of $11.50 per share	HCMAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Advisory Agreement

On July 31, 2025, the Company entered into an advisory agreement (the “Advisory Agreement”) with Zenith Securities, LLC (“Zenith”), an affiliate of a passive member of the Company’s sponsor, pursuant to which Zenith is to provide consulting and advisory services in connection with the Company’s initial public offering and initial business combination. Under the Advisory Agreement, Zenith’s fee is equal to 0.20% of the aggregate proceeds of the Company’s initial public offering (excluding the proceeds of the exercise of the overallotment option) net of underwriter’s out-of-pocket expenses (the “Advisor IPO Fee”). Also under the Advisory Agreement, the Company engaged Zenith as an advisor in connection with the initial Business Combination for which it earned an advisory fee of 0.45% of the proceeds of the Initial Public Offering (including proceeds from the overallotment option), net of underwriter’s out-of-pocket expenses (the “Advisor IBC Fee”). The Advisor IBC Fee and any portion of the aggregate 0.65% Advisor Fee attributable to the exercise of the overallotment option will be payable at the closing of the Company’s initial Business Combination. The parties have agreed that the underwriter in the Company’s initial public offering will reimburse the Company for these expenses.

Item 8.01 Other Events

On August 4, 2025, HCM III Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 25,300,000 units, including 3,300,000 units issued pursuant to the full exercise by the underwriter of its over-allotment option (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit.

On August 1, 2025, simultaneously with the consummation of the IPO the Company completed the private sale (the “Private Placement”) of an aggregate of 4,266,667 warrants (the “Private Placement Warrants”) to HCM Investor Holdings III, LLC (the “Sponsor”) and Cantor Fitzgerald & Co. at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $6,400,000.

A total of $253,000,000 of the proceeds from the IPO (which amount includes $12,045,000 of the underwriter’s deferred discount) was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company acting as trustee.

An audited balance sheet as of August 4, 2025, reflecting receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Advisory Agreement
99.1	Audited Balance Sheet as of August 4, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HCM III Acquisition Corp.
	By:	/s/ Shawn Matthews
	Name:	Shawn Matthews
	Title:	Chairman and Chief Executive Officer
Dated: August 19, 2025

Exhibit 10.1

CONFIDENTIAL

Jul 31, 2025

Shawn Matthews

Chief Executive Officer

HCM III Acquisition Corp.

100 First Stamford Place, Suite 330

Stamford, CT 06902

Re:	Engagement of Services

Dear Mr. Matthews:

This will confirm the basis upon which HCM III Acquisition Corp. (“Client”) has engaged Zenith Securities, LLC (“Zenith”), to provide consulting and advisory services (the ”Engagement”) in connection with Client’s special purpose acquisition company ***(“SPAC”)***initial public offering ***(“IPO”)***of its securities (the “Transaction”). Such services include:

●	Evaluating the feasibility of Client pursuing a potential<br>SPAC IPO transaction, including evaluation of current SPAC market conditions, advising on Client’s sponsor promote structure and<br>terms, and counseling Client as to strategy and tactics for a potential Transaction;
●	Strategic advice and guidance with respect to fee and economics<br>recommendations;
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●	Advice with respect to broad categories of prospective investors<br>that may be interested in the Transaction (although Zenith will not identify specific prospective investors and will not have direct<br>or indirect contact with, or otherwise be involved in soliciting, prospective investors as part of the Transaction);
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●	Marketing message development, including advice and support<br>on positioning as well as “testing the waters” activities;
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●	Review of Transaction-related material prepared by Client<br>and/or the underwriters;
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●	Book-building analysis;
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●	Deal size analysis; and
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●	Review of share allocations.
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In addition, following the successful completion of the SPAC’s IPO and as part of this Engagement, Zenith will provide consulting and advisory services in support of the SPAC’s initial business combination. Such services include evaluation of potential targets and related due diligence support, strategic advice and guidance on transaction structuring, review of informational and investor materials and consultations on marketing materials and investor relations activities.

The parties acknowledge that Zenith is being retained solely to provide the services set forth herein, and that Zenith is not being retained to act as an underwriter or member of any selling syndicate in connection with the Transaction. Client agrees that Zenith shall (a) serve as an ”independent financial adviser” as defined in FINRA Rule 5110G)(9); (b) provide the services set forth herein independently of the underwriter(s); (c) have no liability to Client, its affiliates or its securities holders for any actions or omissions of the underwriter(s); and (d) have no responsibility or liability to the underwriter(s) in connection with the services set forth herein.

Further, Zenith is providing the services set forth herein solely in an advisory capacity, and Client retains full discretion as to whether or not to follow such advice. For the avoidance of doubt, Zenith will not participate in the Transaction (as defined in FINRA Rule 5110(i)(16)); the execution of the Transaction (including, but not limited to, structuring of the IPO, solicitation of prospective investors, and negotiation of the terms of the IPO) will be the responsibility of the underwriter(s). Zenith will not advise on the proposed price range for the offered securities or the key SPAC terms or structure for which securities are offered in the Transaction.

Fee. Client shall pay Zenith an advisory fee in an amount equal to 0.65% of the aggregate proceeds of the IPO (including proceeds from the overallotment option if exercised), after deducting the reasonable out-of-pocket expenses incurred by the underwriters (the “Advisor IPOFee”), in connection with Transaction. Zenith agrees to defer the portion of the Advisor IPO Fee resulting from the exercise of the overallotment option until the consummation of the SPAC’s initial business combination. The portion of the Advisor IPO Fee resulting from the base deal (i.e., 0.20% of the of the aggregate proceeds of the IPO (excluding the proceeds from the overallotment option if exercised) shall be payable at the closing of the IPO. In addition, Client shall pay Zenith an advisory fee in an amount equal to 0.45% of the aggregate proceeds of the IPO (including proceeds from the overallotment option if exercised), after deducting the reasonable out-of-pocket expenses incurred by the underwriters (the “Advisor IBC Fee” and together with the Advisor IPO Fee, the “***Advisor Fees”),***in connection with Zenith’s consulting and advisory services in support of the SPAC’s initial business combination. The Advisor IBC Fee and any portion of the aggregate 0.65% Advisor Fee attributable to the exercise of the overallotment option will be payable at the closing of the SPAC’s initial business combination. If the IPO does not occur during the Term, then no Advisor Fees shall be payable to Zenith.

The fees described in this paragraph 1 are compensation for the Engagement, which consists of work directly related to the Engagement. Any work outside of the scope of the Engagement shall be subject to additional compensation as separately agreed by the parties hereto.

2.	Term of Engagement. This letter agreement shall remain in force until terminated in writing by either party hereto in accordance<br>with the terms hereof (the “Term”). The Term may be terminated by either Zenith or Client at any time with<br>thirty (30) days’ advance written notice to the other. Termination of this letter agreement shall not affect Zenith’s<br>right to indemnification or contribution or payment of the Advisor Fee in accordance with the terms of this letter agreement if the closing<br>of the IPO occurs within twelve (12) months following the termination of this letter agreement. Without limiting the foregoing, notwithstanding<br>the termination of this letter agreement, the provisions of this letter agreement shall survive and remain operative in accordance with<br>their respective terms.
3.	Scope of Liability. Neither Zenith nor any of its control persons, members, managers, officers, employees, or agents shall<br>be liable to Client or to any other person claiming through Client for any error of judgment or for any claim, loss or expense suffered<br>by Client or any such other person in connection with the matters to which the Engagement relates except to the extent a claim, loss or<br>expense arises out of or is based upon any action or failure to act by Zenith or any of its control persons, members, managers, officers,<br>employees, or agents that is found in a final judicial determination (or a settlement tantamount thereto) to constitute bad faith, willful<br>misconduct or gross negligence on the part of Zenith or any such other person.
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4.	Indemnity and Contribution. Subject to Section 8 below and recognizing that transactions of the type contemplated by the Engagement<br>sometimes result in litigation and that Zenith’s role is limited to acting in the capacities described herein, Client agrees to<br>indemnify Zenith and its control persons, members, managers, officers, employees, and agents (each, including Zenith, an “*IndemnifiedPerson”*to the full extent lawful against any and all claims, losses and expenses as incurred (including all reasonable<br>fees and disbursements of each such Indemnified Person’s counsel and all reasonable travel and other out-of-pocket expenses incurred<br>by each such Indemnified Person in connection with investigation of and preparation for any such pending or threatened claims and any<br>litigation or other proceedings arising therefrom) arising out of any actual or proposed Transaction or the Engagement; provided;<br>however, that there shall be excluded from such indemnification any such claim, loss or expense to the extent that such claim,<br>loss or expense arises out of, or is related to, any action or failure to act by any Indemnified Person that is found in a final judicial<br>determination (or a settlement tantamount thereto) to constitute bad faith, willful misconduct or gross negligence on the part of any<br>Indemnified Person.
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Zenith shall notify Client in writing if any action, suit or investigation (an ***”Action”***is commenced against Zenith within five (5) days after Zenith or any other Indemnified Person shall have been served with a summons or other first legal process, but failure so to notify Client shall not relieve Client from any liability that it may have hereunder, except to the extent that such failure so to notify Client materially prejudices Client’s rights. Client may assume, at its own expense, the defense of any Action exercisable upon written notice to Zenith and any such Indemnified Person(s), if applicable, within fifteen (15) days of notice by Zenith or such Indemnified Person provided pursuant to the preceding sentence, and such defense shall be conducted by counsel chosen by Client and reasonably satisfactory to Zenith and such Indemnified Person(s), if applicable. The Indemnified Person shall have the right to participate in the defense of any Action with counsel selected by it subject to the Client’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Person, provided, thatif in the reasonable opinion of counsel to the Indemnified Person, there exists a conflict of interest between the Client and the Indemnified Person that cannot be waived, the Client shall be liable for the reasonable fees and expenses of counsel to the Indemnified Person in each jurisdiction for which the Indemnified Person determines counsel is required. If the Client elects not to compromise or defend such Action, fails to promptly notify the Indemnified Person in writing of its election to defend as provided in this letter agreement, or fails to diligently prosecute the defense of such Action (and such failure to diligently prosecute is judicially determined), the Indemnified Person may, subject to the next paragraph, pay, compromise, defend such Action and seek indemnification for any and all damages, expenses, liabilities and losses based upon, arising from or relating to such Action. The parties hereto shall cooperate with each other in all reasonable respects in connection with the defense of any Action.

Notwithstanding any other provision of this letter agreement, Client shall not enter into any settlement of any Action without the prior written consent of the Indemnified Person, which consent will not be unreasonably withheld or delayed, except as provided in this paragraph. If a firm offer is made to settle an Action without permitting or leading to further claims, losses, liability or expense or the creation of a financial or other obligation on the part of the Indemnified Person and provides, in customary form, for the unconditional release of each Indemnified Person from all liabilities and obligations in connection with such Action, and Client desires to accept and agree to such offer, Client shall give written notice to that effect to the Indemnified Person. If the Indemnified Person fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Person may continue to contest or defend such Action and in such event, the maximum liability of the Client as to such Action shall not exceed the amount of such settlement offer plus the Indemnified Person’s costs and expenses (including reasonable fees and disbursements of counsel and other out-of-pocket expenses) through the end of such ten (10) day period. If the Indemnified Person fails to consent to such firm offer and also fails to assume defense of such Action, Client may settle the Action upon the terms set forth in such firm offer to settle such Action. If the Indemnified Person has assumed the defense pursuant to the previous paragraph, it shall not agree to any settlement without the written consent of Client (which consent shall not be unreasonably withheld or delayed).

In the event that the foregoing indemnity is unavailable or insufficient to hold such Indemnified Person(s) harmless, then subject to Section 8 below, Client shall contribute to amounts paid or payable by such Indemnified Person(s) in respect of such claims, losses and expenses in such proportion as appropriately reflects the relative benefits received by, and fault of, Client and such Indemnified Person(s) in connection with the matters as to which such claims, losses and expenses relate and other equitable considerations.

5.	Information Provided to Zenith. In performing the services described above, Client agrees to furnish or cause to be furnished<br>to Zenith such information as Zenith reasonably believes appropriate to permit Zenith to provide the services contemplated by this letter<br>agreement to or for Client (all such information so furnished being the “Information”). Client represents<br>and covenants that all Information furnished by Client or its agents will be complete and correct in all material respects, to the best<br>of Client’s knowledge, and that Client will advise Zenith immediately of the occurrence of any event or any other change known by<br>Client or its agents which results in the Information ceasing to be complete and correct in all material Zenith. Client also represents<br>and warrants that any projections or forecasts that it provides to ZENITH will be prepared in good faith and will be based upon assumptions<br>which the management of Client believes in light of the circumstances in which they are made, are reasonable. Client recognizes and confirms<br>that Zenith (a) will use and rely primarily on the Information and on information available from generally recognized public sources in<br>performing the services contemplated hereby without having independently verified any of the same, (b) does not assume responsibility for<br>the accuracy or completeness of the Information and such other information, and (c) will not make any appraisal of any of the assets or<br>liabilities of Client.
6.	Confidentiality. In the event of the consummation and public disclosure of any Transaction, Zenith shall have the right to<br>disclose its advisory role in the Transaction by listing the client name and logo on its website and in its marketing materials.
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Information Provided to Zenith. In performing the services described above, Client agrees to furnish or cause to be furnished to Zenith such information as Zenith reasonably believes appropriate to permit Zenith to provide the services contemplated by this letter agreement to or for Client (all such information so furnished being the “Information”). Client represents and covenants that all Information furnished by Client or its agents will be complete and correct in all material respects, to the best of Client’s knowledge, and that Client will advise Zenith immediately of the occurrence of any event or any other change known by Client or its agents which results in the Information ceasing to be complete and correct in all material Zenith. Client also represents and warrants that any projections or forecasts that it provides to ZENITH will be prepared in good faith and will be based upon assumptions which the management of Client believes in light of the circumstances in which they are made, are reasonable. Client recognizes and confirms that Zenith (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated hereby without having independently verified any of the same, (b) does not assume responsibility for the accuracy or completeness of the Information and such other information, and (c) will not make any appraisal of any of the assets or liabilities of Client.

Confidentiality. In the event of the consummation and public disclosure of any Transaction, Zenith shall have the right to disclose its advisory role in the Transaction by listing the client name and logo on its website and in its marketing materials.

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No analysis, information or advice, whether communicated in written, electronic, oral or other form, provided by Zenith or its affiliates to Client or to its Client Representatives (as such term is defined below) in connection with the Engagement (the ”Zenith Information”) shall be disclosed by Client or such Client Representatives, in whole or in part, to any third party, or circulated or referred to publicly, or used for any purpose other than in connection with the Engagement and the Transaction without the prior written consent of Zenith. Neither party may disclose to any third party the existence or terms of this letter agreement without the prior written consent of the other party. Notwithstanding anything herein to the contrary, the fact of Zenith’s Engagement may be disclosed by Client to its affiliates and its directors, officers, accountants, legal advisors and employees (the “Client Representatives”) and to its underwriters to the extent required for the exclusive purpose of the Engagement or as required by law, rule or regulation. Client may disclose Zenith Information to its Client Representatives solely for purposes directly related to the Engagement and the Transaction and shall cause each of its Client Representatives to whom the Zenith Information is disclosed to commit to keeping such Zenith Information confidential as provided by this Section 6. Client shall be responsible for any direct damages to Zenith to the extent caused by breaches of this Section 6 by any of its Client Representatives.

Zenith agrees to keep confidential all nonpublic information provided to it by Client, including without limitation trade information, business practices, trade secrets, and other proprietary information (the “Client Information”). Notwithstanding any provision herein to the contrary, Zenith may disclose Client Information to its affiliates, members, officers, accountants, agents, legal advisors and employees (the “ZenithRepresentatives”) to the extent required for the exclusive purpose of the Engagement. Zenith shall cause each of its Zenith Representatives to whom the Client Information is disclosed to commit to keeping such Client Information confidential as provided by this Section 6. Zenith shall be responsible for any direct damages to Client to the extent caused by breaches of this Section 6 by any of its Zenith Representatives.

Client Information and Zenith Information shall be considered public and not protected by this letter agreement if (a) it is or becomes generally available to the public other than as a result of a disclosure by the receiving party or a representative of the receiving party in breach of the terms of this Section 6, (b) it becomes available to the receiving party on a non-confidential basis from a source not known by the receiving party to be under a duty of confidentiality to the disclosing party, or (c) if it is already known to the receiving party at the time of disclosure.

Nothing in this letter agreement shall obligate either party to refrain from disclosure of Zenith Information or Client Information (as the case may be, “Confidential Information”) hereunder to the extent such disclosure is required by law, regulation or judicial process or at the request of a regulatory authority. In the event that any Confidential Information is required to be disclosed by law, including without limitation, pursuant to the terms of a subpoena or similar document or in connection with litigation or other legal proceedings, the receiving party of such information hereby agrees, to the extent permitted by applicable law or regulation, to notify the disclosing party promptly of the existence, terms and circumstances surrounding such request. To the extent permitted by applicable law or regulation, the receiving party shall allow the disclosing party, in its sole discretion and at its sole expense, to contest the disclosure of Confidential Information on the disclosing party’s behalf, and the receiving party will reasonably cooperate with the disclosing party in such efforts to contest such disclosure at disclosing party’s expense.

Each party hereto acknowledges and agrees that irreparable damage would occur to the other in the event any of the provisions of this Section 6 were not performed in accordance with their specific terms or were otherwise breached and monetary damages would not be a sufficient remedy for any such non-performance or breach. Accordingly, each party shall be entitled to specific performance of the terms of this Section 6, including, without limitation, an injunction or injunctions to prevent breaches of the provisions of this Section 6 and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in the State of New York and of the United States of America located in the Borough of Manhattan, New York City (and appellate courts therefrom) in addition to any other remedy to which such party may be entitled at law or in equity.

The parties hereto agree that the provisions of this Section 6 will survive the termination of this letter agreement for two (2) years after such termination.

7.	Governing Law. This letter agreement shall be governed and construed in accordance with the laws of the State of New York,<br>without regard to conflicts-of-law principles that would result in the application of the laws of another jurisdiction. Each party hereby<br>irrevocably and unconditionally (a) consents to submit to the exclusive jurisdiction of the courts of the State of New York and of the<br>United States of America located in the Borough of Manhattan, New York City (and appellate courts therefrom) for any action, suit or proceeding<br>arising out of or relating to this this agreement (and each party hereby irrevocably and unconditionally agrees not to commence any such<br>action, suit, or proceeding except in such courts), (b) waives any objection to the laying of venue of any such action, suit or proceeding in any<br>such courts, and (c) waives and agrees not to plead or claim that any such action, suit or proceeding brought in any such court has been<br>brought in an inconvenient forum. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING<br>OUT OF OR RELATING TO THIS AGREEMENT. To the extent permitted by applicable law, Client hereby waives rights of setoff, and the right<br>to interpose counterclaims in any lawsuit with respect to, in connection with or arising out of this Engagement, or any other claim or<br>dispute relating to the engagement of Zenith arising between the parties hereto. The provisions of this letter agreement shall be binding<br>solely upon and inure to the benefit of the Parties hereto and their respective successors and assigns.
8.	Trust Account Waiver. Zenith acknowledges it has read the registration statement/preliminary prospectus of the Client<br>and understands that the Client will establish the trust account referred to in the prospectus for the benefit of the public stockholders<br>of the Client (“Trust Account”)and that, except for a portion of the interest earned on the amounts<br>held in the Trust Account, the Client may disburse monies from the trust account only (a) to the public stockholders in the event they<br>elect to redeem shares of the Client’s common stock in connection with the consummation of a business combination, (b) to the public<br>stockholders if the Client fails to consummate a business combination within the time period set forth in the Client’s organizational<br>documents, as disclosed in the prospectus, or (c) to the Client after or concurrently with the consummation of a business combination.<br>Zenith hereby agrees that, notwithstanding anything to the contrary in this agreement, Zenith does not now, nor shall at any time hereafter,<br>have any right, title, interest or claim of any kind in or to any monies in the Trust Account, or make any claim against the<br>Trust Account, in connection with or relating to this agreement, the Engagement or the Transaction, regardless of whether such claim<br>arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”);provided,<br>however, that the foregoing waiver will not limit or prohibit Zenith from pursuing (i) a claim against Client or any other person<br>for legal relief against monies or other assets of Client held outside of the Trust Account (including any funds that have been released<br>from the Trust Account and any asset that have been purchased or acquired with any such funds) or for specific performance or other equitable<br>relief in connection with a claim for Client to specifically perform its obligations under this agreement or for fraud or (ii) a claim<br>Zenith may have with respect to its ownership of the SPAC’s public securities (the “Retained Claims”). Zenith<br>hereby irrevocably waives any Released Claims that ZENITH may have against the Trust Account now or in the future as a result of, or arising<br>out of this agreement, the Engagement or the Transaction and will not seek recourse against the Trust Account for any Released Claims; provided,<br>however, that Zenith does not waive any Retained Claims.
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Governing Law. This letter agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles that would result in the application of the laws of another jurisdiction. Each party hereby irrevocably and unconditionally (a) consents to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America located in the Borough of Manhattan, New York City (and appellate courts therefrom) for any action, suit or proceeding arising out of or relating to this this agreement (and each party hereby irrevocably and unconditionally agrees not to commence any such action, suit, or proceeding except in such courts), (b) waives any objection to the laying of venue of any such action, suit or proceeding in any such courts, and (c) waives and agrees not to plead or claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. To the extent permitted by applicable law, Client hereby waives rights of setoff, and the right to interpose counterclaims in any lawsuit with respect to, in connection with or arising out of this Engagement, or any other claim or dispute relating to the engagement of Zenith arising between the parties hereto. The provisions of this letter agreement shall be binding solely upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

Trust Account Waiver. Zenith acknowledges it has read the registration statement/preliminary prospectus of the Client and understands that the Client will establish the trust account referred to in the prospectus for the benefit of the public stockholders of the Client (“Trust Account”)and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Client may disburse monies from the trust account only (a) to the public stockholders in the event they elect to redeem shares of the Client’s common stock in connection with the consummation of a business combination, (b) to the public stockholders if the Client fails to consummate a business combination within the time period set forth in the Client’s organizational documents, as disclosed in the prospectus, or (c) to the Client after or concurrently with the consummation of a business combination. Zenith hereby agrees that, notwithstanding anything to the contrary in this agreement, Zenith does not now, nor shall at any time hereafter, have any right, title, interest or claim of any kind in or to any monies in the Trust Account, or make any claim against the Trust Account, in connection with or relating to this agreement, the Engagement or the Transaction, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”);provided, however, that the foregoing waiver will not limit or prohibit Zenith from pursuing (i) a claim against Client or any other person for legal relief against monies or other assets of Client held outside of the Trust Account (including any funds that have been released from the Trust Account and any asset that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with a claim for Client to specifically perform its obligations under this agreement or for fraud or (ii) a claim Zenith may have with respect to its ownership of the SPAC’s public securities (the “Retained Claims”). Zenith hereby irrevocably waives any Released Claims that ZENITH may have against the Trust Account now or in the future as a result of, or arising out of this agreement, the Engagement or the Transaction and will not seek recourse against the Trust Account for any Released Claims; provided, however, that Zenith does not waive any Retained Claims.

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9.	Miscellaneous.
a.	Client acknowledges and agrees that the services to be provided<br>pursuant to the Engagement will not include any accounting, tax or legal advice.
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b.	All notices or other communications to be given hereunder<br>shall be in writing and shall be sent by delivery in person, by courier service, by electronic mail transmission (including, for the<br>avoidance of doubt, by electronic mail transmission containing an electronic link to a communication or notification that is electronically<br>accessible) or telecopy or by registered or certified mail (postage prepaid, return receipt requested) addressed as follows or such other<br>address as may be substituted by notice as herein provided:
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If to Client:

HCM III Acquisition Corp.

100 First Stamford Place, Suite 330

Stamford, CT 06902

If to Zenith:

Zenith Securities LLC

100 First Stamford Place, Suite 330

Stamford, CT 06902

Any notice given hereunder shall be deemed to have been given upon the earliest of: (i) receipt, (ii) three (3) days after being deposited in the U.S. mail, postage prepaid, registered or certified mail, return receipt requested and (iii) one (1) day after being sent by Federal Express or other recognized overnight delivery service, return receipt requested. In the case of notices to and from the U.S. to any other country, such notices shall be deemed to have been given upon the earlier of (A) receipt and (B) two (2) days after being sent by Federal Express or other recognized courier service, return receipt requested. In the case of notices sent by electronic mail transmission or telecopy, such notices shall be deemed to have been given when sent.

(c)	The parties understand that Zenith is being engaged hereunder as an independent contractor to provide the services described above<br>solely to Client, and that Zenith is not acting as a fiduciary of Client, the security holders or creditors of Client or any other persons<br>in connection with the Engagement.

(d)	Client understands and acknowledges that Zenith engages in providing a wide variety of financial consulting services and other investment<br>banking products and services to a wide range of institutions and individuals. In the ordinary course of business, Zenith and certain<br>of its employees, as well as investment funds in which they may have financial interests, may acquire, hold or sell, long or short positions,<br>or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including bank loans and<br>other obligations) of, or investments in, a party that may be involved in the matters contemplated by this letter agreement. With respect<br>to any such securities, financial instruments and/or investments, all rights in respect of such securities, financial instruments and<br>investments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, Zenith may<br>currently, and may in the future, have relationships with parties other than Client, including parties that may have interests<br>with respect to Client, the Transaction or other parties involved in the Transaction, from which conflicting interests or duties may arise.<br>Although Zenith in the course of such other activities and relationships may acquire information about Client, the Transaction or such<br>other parties, Zenith shall have no obligation to, and may not be contractually permitted to, disclose such information, or the fact that<br>Zenith is in possession of such information, to Client or to use such information on the Client’s behalf.
(e)	If any term or provision of this letter agreement or the application thereof to any person or circumstances shall be held invalid<br>or unenforceable, the remaining terms and provisions hereof and the application of such term or provision to any person or circumstances<br>other than those to which it is held invalid or unenforceable shall not be affected thereby.
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(f)	It is understood and agreed among the parties that this letter agreement and the covenants made herein are made expressly and solely<br>for the benefit of the parties hereto, and that no other person, other than an Indemnified Person, shall be entitled or be deemed<br>to be entitled to any benefits or rights hereunder, nor be authorized or entitled to enforce any rights, claims or remedies hereunder<br>or by reason hereof.
---	---
(g)	This letter agreement incorporates the entire agreement, and supersedes all prior agreements, arrangements or understandings (whether<br>oral or written), between the parties with respect to the subject matter hereof and may not be amended or modified except in writing signed<br>by each party hereto.
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(h)	This letter agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which<br>together will be deemed to be one and the same document.
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---SIGNATURE PAGE FOLLOWS---

If you are in agreement with the foregoing, please sign and return the attached copy of this letter agreement, whereupon this letter agreement shall become effective as of the date

Acknowledged and Agreed:
HCM III ACQUISITION CORP.
By:	/s/ Shawn Matthews
Name:	Shawn Matthews
Title:	Chief Executive Officer
ZENITH SECURITIES, LLC
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By:	/s/ Steven Bischoff
Name:	Steven Bischoff
Title:	CEO

Exhibit99.1

HCM III AcquisitionCorp.

INDEX TO FINANCIAL STATEMENT

	Page
Financial Statement of HCM III Acquisition Corp.:
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet as of August 4, 2025	F-3
Notes to Financial Statement	F-4

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

To the Board of Directors and Shareholders of

HCM III Acquisition Corp.

Opinion on the Financial Statement

We have audited the accompanying balance sheet of HCM III Acquisition Corp. (the “Company”) as of August 4, 2025, and the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of August 4, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2025.

New York, New York

August 19, 2025

F-2

HCM III Acquisition Corp. BALANCE SHEET

AUGUST 4, 2025

Assets:
Current Assets
Cash	1,306,160
Due from sponsor	7,080
Due from underwriters	440,000
Prepaid expense	42,600
Total Current Assets	1,795,840
Cash held in Trust Account	253,000,000
Total Assets	254,795,840
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current Liabilities
Accrued expenses	2,681
Accrued offering expenses	83,894
Advisory fee payable	440,000
Total Current Liabilities	526,575
Deferred underwriting fee payable	12,045,000
Advisory fee payable, non-current	1,204,500
Total Liabilities	13,776,075
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 25,300,000 shares at a redemption value of 10.00 per share	253,000,000
Shareholders’ Deficit
Preference shares, 0.0001 par value; 1,100,000 shares authorized; none issued or outstanding	—
Class A ordinary shares, 0.0001 par value; 200,000,000 shares authorized; none issued or outstanding	—
Class B ordinary shares, 0.0001 par value; 20,000,000 shares authorized; 8,433,333 shares issued and outstanding	843
Additional paid-in capital	—
Accumulated deficit	(11,981,078	)
Total Shareholders’ Deficit	(11,980,235	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	254,795,840

All values are in US Dollars.

The accompanying notes are an integral part of the financial statement.

F-3

HCM III Acquisition Corp.NOTES TO FINANCIAL STATEMENTAUGUST 4, 2025

Note 1 — Organizationand Business Operations

HCM III Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on April 15, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target, and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

As of August 4, 2025, the Company has not commenced any operations. All activity for the period from April 15, 2025 (inception) through August 4, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.

The Company’s Sponsor is HCM Investor Holdings III, LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on July 31, 2025. On August 4, 2025, the Company consummated the Initial Public Offering of 25,300,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3, which includes the full exercise of the underwriters’ over-allotment option of 3,300,000 Units, generating gross proceeds of $253,000,000.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 4,266,667 Private Placement Warrants (the “Private Placement Warrants”) to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, at a price of $1.50 per warrant, or $6,400,000 in the aggregate. Of those 4,266,667 Private Placement Warrants, the Sponsor purchased 3,533,333 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 733,334 Private Placement Warrants. Each Unit that the Company is offering has a price of $10.00 and consists of one Class A ordinary share, and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.

Transaction costs amounted to $17,106,910, consisting of $4,400,000 of cash underwriting fee, $12,045,000 of deferred underwriting fee, and $661,910 of other offering costs.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the Initial Public Offering on August 4, 2025, an amount of an amount of $253,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Placement Units, are held in a Trust Account (the “Trust Account”) and will only be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

F-4

HCM III Acquisition Corp.NOTES TO FINANCIAL STATEMENTAUGUST 4, 2025

Note 1 — Organizationand Business Operations (cont.)

The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $10.00 per public share.

The ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the trust account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

F-5

HCM III Acquisition Corp.NOTES TO FINANCIAL STATEMENTAUGUST 4, 2025

Note 1 — Organizationand Business Operations (cont.)

The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

Liquidity and Capital Resources

The Company’s liquidity needs up to August 4, 2025 had been satisfied through the loan under an unsecured promissory note. At August 4, 2025, the Company had cash of $1,306,160 and working capital of $1,269,265.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of August 4, 2025, no such Working Capital Loans were outstanding.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements- Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statement.

Note 2 — Significant AccountingPolicies

Basis of Presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

F-6

HCM III Acquisition Corp.NOTES TO FINANCIAL STATEMENTAUGUST 4, 2025

Note 2 — Significant AccountingPolicies (cont.)

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $1,306,160 and did not have any cash equivalents as of August 4, 2025. Subsequently, on August 6, 2025, the Company transferred $1,000,000 from its checking account to a brokerage account and invested the funds in a money market fund (see Note 10).

Cash Held in Trust Account

As of August 4, 2025, the assets held in the Trust Account, amounting to $253,000,000, were held in cash.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs Associated with the InitialPublic Offering

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares subject to possible redemption were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit as Public and Private Placement Warrants after management’s evaluation are accounted for under equity treatment.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

F-7

HCM III Acquisition Corp.NOTES TO FINANCIAL STATEMENTAUGUST 4, 2025

Note 2 — Significant AccountingPolicies (cont.)

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of August 4, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Class A Shares Subject to Possible Redemption

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the public shares if the Company does not complete an initial Business Combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of August 4, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of August 4, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	253,000,000
Less:
Proceeds allocated to Public Warrants		(3,078,167	)
Public shares issuance costs		(16,882,644	)
Plus:
Remeasurement of carrying value to redemption value		19,960,811
Class A Ordinary Shares subject to possible redemption, August 4, 2025	$	253,000,000

Warrant Instruments

The Company accounts for the Public and Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

F-8

HCM III Acquisition Corp.NOTES TO FINANCIAL STATEMENTAUGUST 4, 2025

Note 2 — Significant AccountingPolicies (cont.)

Recent Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on April 15, 2025, date of incorporation.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Note 3 — Initial PublicOffering

Pursuant to the Initial Public Offering on August 4, 2025, the Company sold 25,300,000 Units at a purchase price of $10.00 per Unit for a total of $253,000,000, which includes the full exercise of the underwriters’ overallotment option in the amount of 3,300,000 Units. Each Unit has a price of $10.00 and consists of one Class A ordinary share, and one-third of one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

**Warrants —**As of August 4, 2025, there were there were 8,433,333 Public Warrants and 4,266,667 Private Placement Warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to issue any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60^th^) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

F-9

HCM III Acquisition Corp.NOTES TO FINANCIAL STATEMENTAUGUST 4, 2025

Note 3 — Initial PublicOffering (cont.)

If the holders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

Redemption of Warrants When the Price per Class AOrdinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding warrants:

●	in whole and not in part;
●	at a price of $0.01 per warrant;
---	---
●	upon a minimum of 30 days’ prior written notice<br>of redemption (the “30-day redemption period”); and
---	---
●	if, and only if, the closing price of the Class A ordinary<br>shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise<br>price of a warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion<br>of the Company’s initial Business Combination and ending three business days before the Company sends the notice of redemption<br>to the warrant holders.
---	---

Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

Note 4 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor Fitgerald & Co. purchased an aggregate of 4,266,667 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, in a private placement for an aggregate purchase price of $6,400,000. Of those 4,266,667 Private Placement Warrants, the Sponsor purchased 3,533,333 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 733,334 Private Placement Warrants. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

F-10

HCM III Acquisition Corp.NOTES TO FINANCIAL STATEMENTAUGUST 4, 2025

Note 4 — Private Placement(cont.)

The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald & Co., or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to private placement warrants held by Cantor Fitzgerald & Co. and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the trust account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

Note 5 — Related PartyTransactions

Founder Shares

On April 16, 2025, our sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 7,666,667 founder shares. On May 29, 2025, the Company through a share recapitalization issued an additional 766,666 Class B ordinary shares to the Sponsor and therefore the Sponsor now holds 8,433,333 founder shares, at approximately, $0.003 per share. All share and per-share data have been retrospectively presented. Up to 1,100,000 of the founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. On August 4, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,100,000 founder shares are no longer subject to forfeiture.

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

F-11

HCM III Acquisition Corp.NOTES TO FINANCIAL STATEMENTAUGUST 4, 2025

Note 5 — Related PartyTransactions (cont.)

Promissory Note — Related Party

The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2026 or the closing of the Initial Public Offering. The Company had borrowed $248,243 under the promissory note, which was repaid as of August 4, 2025. Borrowings under the note are no longer available.

Due from Sponsor

On August 4, 2025, the Company repaid in excess of the promissory note – related party of $248,243 to the Sponsor, a total of $7,080. The $7,080 is due to be repaid to the Company from the Sponsor.

Administrative Services Agreement

Commencing on July 31, 2025, the Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $15,000 per month for office space, utilities, and secretarial and administrative support. These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of the Company. As of August 4, 2025, the Company incurred $2,500 of administrative services fees which was included in accrued expenses line in the accompanying balance sheet.

Advisory Agreement

The Company engaged Zenith Securities, LLC (“Zenith”), an affiliate of a passive member of the Sponsor, to provide consulting and advisory services in connection with the Initial Public Offering, for which it earned customary advisory fees. Zenith represents the Company’s interests only, is independent of the underwriters and is not a party to any securities purchase agreement with the Company, the underwriters, or investors in relation to Initial Public Offering. Zenith’s fee is equal to 0.20% of the aggregate proceeds of the Initial Public Offering (excluding the proceeds of the exercise of the overallotment option) net of underwriter’s out-of-pocket expenses (the “Advisor IPO Fee”).

The Company also engaged Zenith as an advisor in connection with the initial Business Combination for which it earned an advisory fee of 0.45% of the proceeds of the Initial Public Offering (including proceeds from the overallotment option), net of underwriter’s out-of-pocket expenses (the “Advisor IBC Fee”). The Advisor IBC Fee and any portion of the aggregate 0.65% Advisor Fee attributable to the exercise of the overallotment option will be payable at the closing of the Company’s initial Business Combination.

The underwriters will reimburse the Company for the advisory fees paid to Zenith in connection with the Initial Public Offering and the Business Combination, as set forth in this paragraph. As of August 4, 2025, the Company incurred $1,644,500 of advisory fees which was included in advisory fees payable in the accompanying balance sheet, of which $440,000 is classified as current and $1,204,500 as non-current, and a corresponding current receivable of $440,000 is included in due from underwriters, for the reimbursable amount. The remaining $1,204,500 is contingent and payable upon the closing of the Company’s initial Business Combination.

Related Party Loans

F-12

HCM III Acquisition Corp.NOTES TO FINANCIAL STATEMENTAUGUST 4, 2025

Note 6 — Commitments andContingencies

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Registration Rights

The holders of the founder shares, Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters’ Agreement

The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,300,000 units to cover over-allotments, if any. On August 4, 2025, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,300,000 Units at a price of $10.00 per Unit.

The underwriters were entitled to a cash underwriting discount of $4,400,000 (2.0% of the gross proceeds of the units offered in the Initial Public Offering, excluding any proceeds from units sold pursuant to the underwriters’ over-allotment option), which was paid at the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 4.50% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.50% of the gross proceeds sold pursuant to the underwriters’ over-allotment option, $12,045,000 in the aggregate upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Note 7 — Shareholders’Deficit

Preference Shares — The Company is authorized to issue a total of 1,100,000 preference shares at par value of $0.0001 each. At August 4, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares— The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. At August 4, 2025, there were no Class A ordinary shares issued or outstanding, excluding 25,300,000 shares subject to possible redemption.

F-13

HCM III Acquisition Corp.NOTES TO FINANCIAL STATEMENTAUGUST 4, 2025

Note 7 — Shareholders’Deficit (cont.)

Class B Ordinary Shares— The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $0.0001 each. On April 16, 2025, our sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 7,666,667 founder shares. On May 29, 2025, the Company through a share recapitalization issued an additional 766,666 Class B ordinary shares to the Sponsor and therefore the Sponsor now holds 8,433,333 founder shares, at approximately, $0.003 per share. All share and per-share data have been retrospectively presented. The founder shares include an aggregate of up to 1,100,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. At August 4, 2025, there were 8,433,333 shares of Class B ordinary shares issued and outstanding. On August 4, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,100,000 founder shares are no longer subject to forfeiture.

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the private placement warrants issued to the sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

F-14

HCM III Acquisition Corp.NOTES TO FINANCIAL STATEMENTAUGUST 4, 2025

Note 8 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:	Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The fair value of the Public Warrants issued in the Initial Public Offering is $3,078,167, or $0.365 per Public Warrant and was determined using Monte Carlo Simulation Model. The Public Warrants issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants issued in the Initial Public Offering:

	August 4,<br> 2025
Volatility	$	7.8	%
Risk-free rate		3.66	%
Stock price		9.878
Weighted Term (Yrs)		2.92

Note 9 — Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources. Accordingly, management has determined that the Company only has one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

	August 4,<br><br> 2025
Cash held in Trust Account	$	253,000,000

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through August 19, 2025, the date that the financial statement was available to be issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

On August 6, 2025, the Company transferred $1,000,000 from its checking account to a brokerage account and invested the funds in a money market fund.

F-15