UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): January 16, 2024

Date of Report (Date of earliest event reported): January 5, 2024 (December 31, 2023)

HCM Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41241		98-1581263
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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)

(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-half 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 A 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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~Amendment~~As previously announced, HCM Acquisition Corp. (the “Company”) has called and provided a notice of an extraordinary general meeting in lieu of an annual general meeting of the shareholders (the “Meeting”) to be held on January 18, 2024, at 10:00 a.m. Eastern time, at 100 First Stamford Place, Suite 330, Stamford, CT 06902 (and by webcast at www.virtualshareholdermeeting.com/HCMA2024SM), to consider and vote upon the ~~Amended~~matters described in the Company’s definitive proxy statement filed with the U.S. Securities and ~~Restated~~Exchange ~~Business~~Commission ~~Combination~~(the ~~Agreement~~“SEC”) on December 26, 2023 (as may be amended and supplemented, the “Proxy Statement”).

OnAt ~~December~~the 31Meeting, ~~2023,~~shareholders ~~HCM~~will ~~Acquisition~~be ~~Corp~~asked ~~(the~~to ~~“Company”),~~vote ~~entered~~on ~~into~~a anproposal ~~amendment~~by ~~(the~~special ~~“Amendment”)~~resolution, to amend the ~~Amended~~Company’s amended and ~~Restated Business~~restated ~~Combination~~memorandum ~~Agreement,~~and ~~dated~~articles ~~August~~of 2,association ~~2023~~ (the “~~A&R~~Amended ~~BCA”),~~and ~~with~~Restated ~~MURANO~~Memorandum ~~PV,~~and ~~S.A.~~Articles DEof ~~C.V., a Mexican corporation (“Murano~~Association”), ~~which~~to ~~provides~~extend ~~for (a)~~ the ~~extension~~date ofby which the ~~date~~Company bymust ~~which~~consummate ~~either~~a ~~party~~business ~~may~~combination ~~terminate~~ (the ~~A&R~~“Extension”) ~~BCA~~ from January 25, 2024 to(the ~~June~~“Original ~~30,~~Termination ~~2024, (b~~Date”) ~~the~~to ~~transfer~~February 25, ~~prior~~2024 to (the ~~effective~~“Extended ~~time~~Date”), ofwith the ~~transactions~~option ~~contemplated~~to ~~thereby,~~elect ofto ~~1,250,000~~extend of the ~~Company’s~~date ~~class~~to Aconsummate ~~ordinary~~a ~~shares~~business ~~held~~combination byon ~~HCM~~a ~~Investor~~monthly ~~Holdings,~~basis ~~LLC~~for ~~(the~~up ~~“Sponsor”)~~ to ~~certain creditors~~two of times ~~Murano~~by asan ~~set~~additional ~~forth~~month ineach ~~and~~time ~~pursuant~~after toFebruary ~~the~~25, ~~Sponsor Support Agreement~~2024, aswithout ~~amended~~another ~~and~~shareholder ~~described below~~vote, ~~(c)~~upon ~~the~~two ~~payment~~days’ ofadvance ~~any~~notice ~~transaction~~prior ~~expenses~~to ~~incurred~~the inapplicable ~~connection~~deadline, ~~with~~for ~~the~~a ~~transactions~~total ~~contemplated~~of byup ~~the~~to ~~A&R~~three ~~BCA~~months ~~(the~~to ~~“Merger”)~~April 25, ~~as amended~~2024, byunless the ~~Amendment,~~closing ~~including out-~~of~~-pocket~~ ~~fees~~a ~~and~~business combination ~~expenses~~shall ~~paid~~have oroccurred ~~payable by~~ (the ~~surviving~~“Additional ~~company~~Extension ~~created~~Date” byand such ~~transactions (“PubCo”)~~proposal, ~~not paid on~~ the ~~closing~~“Extension ofAmendment ~~the~~Proposal”). The ~~Merger~~Company’s ~~will~~shareholders bepreviously ~~paid~~approved asan ~~may~~extension beof ~~agreed~~the ~~between~~time the Company ~~and~~has ~~Murano, and~~to ~~(d)~~consummate ~~the~~a ~~extension~~business ofcombination ~~the~~from ~~lock-up~~April 25, ~~period~~2023 ~~applicable~~ to ~~certain~~May ~~key~~25, ~~holders~~2023, and ofto ~~PubCo~~allow ~~until~~ the ~~earliest~~Company, ofwithout ~~(a)~~another ~~two~~shareholder ~~years~~vote, ~~after~~by ~~the~~resolution ~~closing~~ of the ~~Merger~~Board, ~~(b)~~to ~~the~~elect ~~date~~to onfurther ~~which~~extend ~~the~~such ~~last~~deadline ~~sale~~in ~~price of PubCo ordinary shares equals or exceeds $12.00 per share for any 20 trading days within any 30~~one-~~trading~~month ~~day~~increments ~~period~~up ~~commencing~~to ateight ~~least~~additional ~~150~~times, ~~days~~until ~~after~~January ~~the closing of the Merger~~25, or2024 (c) the ~~date~~“Previous onExtension”). ~~which~~Defined ~~PubCo~~terms ~~completes~~used abut ~~liquidation,~~not ~~merger,~~defined ~~share~~herein ~~exchange~~have orthe ~~other~~meanings ~~similar~~set ~~transaction~~forth ~~that results~~ in ~~all public shareholders of PubCo having~~ the ~~right~~Proxy ~~to exchange their ordinary shares for cash, securities or other property~~Statement.

The ~~foregoing~~Proxy ~~description~~Statement ofinitially provided that in order to support the ~~Amendment~~extension ~~does~~to ~~not~~consummate ~~purport~~a business combination, which may include the Contemplated Business Combination, to bethe ~~complete~~Extended ~~and~~Date isor ~~qualified~~the inAdditional ~~its~~Extended ~~entirety~~Date, bythe Sponsor has agreed to deposit the ~~terms~~lesser ~~and~~of ~~conditions~~(i) $0.01 per Class A Ordinary Share held by public shareholders or (ii) an aggregate of $40,000 into the ~~Amendment~~Trust Account, afor ~~copy~~each month of ~~which~~the isextension ~~attached~~period ~~hereto~~up asto ~~Exhibit~~and ~~2.1~~until ~~and~~April is25, ~~incorporated~~2024, ~~herein~~pro-rated byfor ~~reference~~partial months during the extension period (the “Monthly Contribution”), resulting in a maximum possible contribution of approximately $120,000.

~~Amendment~~On January 16, 2024, the Company announced that it has filed a supplement (“Supplement”) to the Proxy Statement. The Supplement provides that the Sponsor ~~Support~~has ~~Agreement~~agreed to increase the Monthly Contribution to the lesser of (i) $0.03 per Class A Ordinary Share held by public shareholders or (ii) an aggregate of $30,000 for each Public Share that is not redeemed.

~~The~~Accordingly, ~~Company and~~ the ~~Sponsor,~~amount ~~concurrently~~contributed ~~with~~per ~~the~~share ~~execution~~will ~~and~~depend ~~delivery~~on of the ~~Amendment,~~number ~~have~~of ~~entered~~Public ~~into~~Shares anthat ~~Amendment~~remain tooutstanding ~~the Sponsor~~after ~~Support~~ redemptions ~~Agreement~~in ~~(the~~connection ~~“SSA~~with ~~Amendment”). The~~the ~~SSA~~Extension Amendment ~~amends~~Proposal ~~that~~and ~~certain~~the ~~Sponsor~~length ~~Support~~of ~~Agreement,~~the ~~dated~~extension ~~August~~period 2,that ~~2023,~~will bybe ~~and~~needed ~~between~~to ~~the~~complete ~~Company~~an ~~and~~initial ~~the~~business ~~Sponsor~~combination. If ~~(the~~more ~~“Previous~~than ~~SSA”)~~1,000,000 ~~and~~Public ~~was~~Shares ~~executed~~remain inoutstanding ~~order~~after ~~to facilitate~~ the ~~amended terms~~Redemption, of then the ~~A&R~~amount ~~BCA~~paid ~~set~~per ~~forth~~Public inShare ~~the~~will ~~Amendment~~be reduced proportionately.

~~Pursuant~~The toCompany ~~the~~plans ~~SSA~~to ~~Amendment,~~continue ~~Sponsor~~to ~~has~~solicit ~~agreed,~~proxies ~~among~~from ~~other~~shareholders ~~things,~~during tothe ~~(a)~~period ~~transfer~~prior ~~1,250,000~~to of the ~~Company’s~~Meeting. ~~class~~Only ~~A ordinary shares~~the to holders ~~certain creditors~~ of ~~Murano~~the ~~provided~~Ordinary ~~that~~Shares ~~each~~as ~~creditor~~of ~~executes and delivers to~~ the ~~Sponsor~~close ~~and~~of ~~the~~business ~~Company~~on aDecember ~~Vendor~~19, ~~Participation~~2023, ~~Agreement in~~ the ~~form~~record ~~attached~~date asfor ~~Exhibit A to~~ the ~~SSA Amendment~~Meeting, ~~and~~are ~~(b)~~entitled ~~forfeit all of its warrants~~ to ~~purchase the~~vote ~~Company’s~~at ~~class A ordinary shares upon~~ the ~~closing of the Merger~~Meeting.

~~The~~A ~~foregoing~~copy ~~description~~ of the ~~SSA~~press ~~Amendment~~release ~~and~~issued by the ~~transactions~~Company ~~contemplated~~announcing ~~thereby~~the isincrease ~~not complete and is subject~~ to, ~~and qualified in its entirety by reference to,~~ the ~~actual~~Contribution ~~agreement, a copy of which~~ is ~~filed~~attached ~~with~~hereto ~~this Current Report on Form 8-K~~ as Exhibit 1099.1, and ~~the~~is ~~terms of which are~~ incorporated herein by reference.

Additional Information and Where to Find It

InThe ~~connection~~Company ~~with~~urges ~~the proposed Merger~~investors, ~~Murano~~shareholders ~~has~~and ~~filed~~other ~~with~~interested ~~the~~persons ~~SEC~~to aread ~~Registration Statement, which will include a preliminary proxy statement of~~ the ~~Company~~Proxy ~~and~~Statement ~~a prospectus. The definitive proxy statement~~ and ~~other relevant documents will be mailed to shareholders of~~ the ~~Company~~ Supplement, as ofwell aas ~~record~~other ~~date~~documents tofiled beby ~~established for voting on~~ the ~~Merger. Shareholders of the~~ Company ~~and~~with ~~other interested persons are advised to read, when available,~~ the ~~preliminary proxy statement and amendments thereto~~SEC, ~~and the definitive proxy statement~~ because these documents ~~will~~ contain important information about the Company, ~~Murano,~~the ~~PubCo~~Meeting and ~~the proposed~~Extension ~~transactions~~Amendment Proposal. ~~Shareholders~~The ~~will~~Proxy ~~also~~Statement beis ~~able~~being mailed to ~~obtain~~shareholders ~~copies~~ of the ~~Registration~~Company as ~~Statement~~of ~~and~~a ~~the~~record ~~proxy~~date ~~statement/prospectus~~of ~~once~~December ~~they are available~~19, ~~without charge~~2023, byon ~~directing~~or aabout ~~request~~December ~~to: HCM Acquisition Corp~~26, ~~100 First Stamford Place, Suite 330, Stamford, CT 06902~~2023. ~~These~~Shareholders ~~documents,~~may ~~once~~obtain ~~available,~~copies ~~and~~of the ~~Company’s~~Proxy ~~other~~Statement ~~filings~~ and ~~reports filed with~~ the ~~SEC can also be obtained~~Supplement, without charge, at the SEC’s ~~internet~~website ~~site (http://~~at www.sec.gov).

Participants in ~~the~~ Solicitation

The Company, ~~Murano~~ and ~~PubCo~~its ~~may~~directors, beexecutive ~~considered~~officers ~~participants~~and inother ~~the~~members ~~solicitation~~ of ~~proxies~~their ~~with~~management ~~respect~~may tobe ~~the~~deemed ~~potential~~to ~~transaction~~be ~~described~~ participants in ~~this communication under~~ the ~~rules~~solicitation of ~~the~~proxies ~~SEC. Information about the directors and executive officers~~ of the Company ~~is set forth in the Company~~’s ~~filings~~shareholders ~~with the SEC. Information regarding other persons who may, under the rules of the SEC, be deemed participants~~ in ~~the solicitation of the shareholders in~~ connection with the ~~potential~~proposals ~~transaction~~described ~~and~~therein. aInvestors ~~description of their direct~~ and ~~indirect~~security ~~interests~~holders ~~will~~may beobtain ~~set~~more ~~forth~~detailed ininformation regarding the ~~Registration~~names, ~~Statement~~affiliations (and ~~will~~interests beof ~~included in~~ the ~~proxy~~ Company’s ~~statement/prospectus)~~directors and ~~other~~officers ~~relevant~~in ~~documents when they are filed with~~ the ~~SEC.~~Proxy ~~These~~Statement, ~~documents~~which ~~can~~may be obtained free of charge from the sources indicated above.

~~Forward~~Non-~~Looking Statements~~Solicitation

This Current Report on Form 8-K ~~includes “forward-looking statements” within~~ (the ~~meaning of the~~ “~~safe harbor~~Report”) ~~provisions~~is ofnot ~~the~~a ~~United States~~proxy ~~Private~~statement ~~Securities~~or ~~Litigation~~solicitation ~~Reform Act~~ of ~~1995.~~a ~~Forward-looking statements generally relate to future events~~proxy, ~~including,~~consent ~~without limitation, statements regarding the anticipated timing and benefits of the Merger, and the Company’s~~ or ~~Murano’s~~ ~~future~~authorization financial or operating performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential,” or “continue,” or the negatives of these terms or variations of them or similar terminology. In addition, these forward-looking statements include, without limitation, statements regarding Murano’s and the Company’s expectations with respect to ~~future performance~~any ~~and~~securities ~~anticipated~~or ~~financial~~in ~~impacts~~respect of the ~~Merger,~~Extension ~~the~~Amendment ~~satisfaction~~Proposal ~~of the closing conditions to the Merger,~~ and ~~the~~shall ~~timing~~not ofconstitute ~~the~~an ~~completion~~offer ~~of the Merger. Such forward-looking statements are subject~~ to ~~risks,~~sell ~~uncertainties~~or ~~(some of which~~a ~~are~~ solicitation ~~beyond the control~~ of ~~the~~an ~~Company~~offer ~~and/or Murano), and other factors which could cause actual results~~ to ~~differ~~buy ~~materially~~the ~~from~~securities ~~those~~of ~~expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by~~ the Company ~~and its management~~, ~~and~~nor ~~the~~shall ~~Murano~~there ~~and its management, as the case may~~ be, ~~are~~any ~~inherently~~sale ~~uncertain. Factors that may cause actual results to differ materially from current expectations include, without limitation: (1) the occurrence~~ of any ~~event,~~such ~~change,~~securities orin ~~other circumstances that could give rise to the termination of the definitive agreements respecting the Merger; (2) the outcome of~~ any ~~legal~~state ~~proceedings~~or ~~that~~jurisdiction ~~may~~in ~~be instituted~~which ~~against~~such ~~Murano~~offer, ~~the Company~~solicitation, ~~PubCo~~ or ~~others~~sale ~~following~~would ~~the~~be ~~announcement~~unlawful ofprior ~~the Merger; (3) the inability~~ to ~~complete~~registration ~~the Merger due to the failure to obtain approval of the shareholders of the Company~~ or ~~the~~qualification ~~SEC’s declaration of the~~under ~~effectiveness of~~ the ~~prospectus/proxy~~securities ~~statement~~laws toof besuch ~~filed~~state ~~by Murano and the Company~~ or tojurisdiction. ~~satisfy~~No ~~other~~offer ~~conditions to closing; (4) changes to the proposed structure~~ of ~~the~~securities ~~Merger~~shall ~~that may~~ be ~~required~~made orexcept ~~appropriate~~by asmeans ~~a result~~ of applicable laws or regulations; (5) the ability of PubCo to meet applicable listing standards following the consummation of the Merger; (6) the risk that the Merger disrupts current plans and operations of the Company as a ~~result~~prospectus ofmeeting the ~~announcement~~requirements ~~and consummation~~ of ~~the~~ ~~Merger;~~Section (7) the ability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, continue developing its properties, maintain relationships with customers and suppliers, and retain its management and key employees; (8) costs related to the Merger and the reorganization described in the A&R BCA, as amended by the Amendment; (9) changes in applicable laws or regulations; (10) ~~the possibility that the Company and/or its related entities may be adversely affected by other economic, business, and/or competitive factors; (11) the impact~~ of the ~~COVID-19~~Securities ~~pandemic~~Act ~~on the Company’s business and/or the ability~~ of ~~the~~ parties to complete the Merger; and (12) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s prospectus dated January 241933, ~~2022 and filed with the SEC on January 24, 2022 and the Company’s other filings with the SEC,~~ as ~~well~~ ~~as any further risks and uncertainties to be contained in the proxy statement/prospectus filed after the date hereof~~amended. In addition, there may be additional risks that neither Murano or the Company presently know, or that Murano or the Company currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, neither Murano nor the Company undertakes any duty to update these forward-looking statements.

NoForward ~~Offer~~Looking ~~or Solicitation~~Statements

This Current Report oncontains ~~Form~~statements 8that are forward-Klooking isand as such are not ahistorical ~~proxy~~facts. ~~statement~~This orincludes, without ~~solicitation~~limitation, statements regarding the Company’s financial position, business strategy and the plans and objectives of amanagement ~~proxy~~for future operations, ~~consent~~including as they relate to the Contemplated Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. They involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements ~~authorization~~of ~~with~~the ~~respect~~Company to be materially different from any ~~securities~~ future results, performance or inachievements ~~respect~~expressed ofor implied by these statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” ~~transaction~~“predict,” “project,” “should,” “strive,” “would” and similar ~~shall~~expressions may identify forward-looking statements, but the absence of these words does not ~~constitute~~mean anthat ~~offer~~a tostatement ~~sell~~is not forward-looking. When the Company discusses its strategies or plans, including as they relate to a ~~solicitation~~business combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, anas ~~offer~~well toas ~~buy~~assumptions ~~any~~made ~~securities~~by and information currently available to, ~~nor~~the ~~shall~~Company’s ~~there~~management. Actual results and shareholders’ value will be ~~any~~affected ~~sale~~by a variety of ~~any~~risks ~~securities~~and infactors, ~~any~~including, ~~state~~without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo-political risks, acts of terror or ~~jurisdiction~~war, inand ~~which~~those ~~such~~risk ~~offer~~factors described under “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the United States Securities and Exchange Commission (the “SEC”) on ~~solicitation~~ March 30, 2023, Form 10-Q filed for the quarter ended March 31, 2023 filed with the SEC on May 15, 2023 and Form 10-Q for the quarter ended June 30, 2023 filed with the SEC on August 15, 2023 and the Form 10-Q for the quarter ended September 30, 2023 filed with the SEC on November 13, 2023, in this proxy statement and in other reports the Company files with the SEC. Many of the risks and factors that will determine these results and shareholders’ value are beyond the Company’s ability to control or ~~sale~~predict. All ~~would~~such beforward-looking ~~unlawful~~statements ~~prior~~speak only as of the date of this Current Report. The Company expressly disclaims any obligation or undertaking to ~~registration~~release publicly any updates or ~~qualification~~revisions ~~under~~to any forward-looking statements contained herein to reflect any change in the ~~securities~~Company’s ~~laws~~expectations ofwith regard thereto or any change in events, conditions or circumstances on which any such ~~state~~statement is based. All subsequent written or ~~jurisdiction~~oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this “Forward-Looking Statements” section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Amendment to Amended and Restated Business Combination Agreement, dated December 31, 2023.
99.1		Press Release, dated January 16, 2024.
10.1		Amendment to the Sponsor Support Agreement, dated December 31, 2023, by and among HCM Investor Holdings, LLC, the other holders of HCM Class B Ordinary Shares, and Murano PV, S.A. de C.V.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURES~~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 ~~thereunto~~ hereunto duly authorized.

			HCM Acquisition Corp
	HCM ACQUISITION CORP.
Date:	January 5, 2024	By:	/s/ James Bond
	By:	/s/ James Bond
			James Bond Chief Financial Officer
		Name: James Bond
		Title: Chief Financial Officer
Dated: January 16, 2024

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