UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~February~~November 730, 2022 (November 29, 2022)

HUDSON EXECUTIVE INVESTMENT CORP. II

(Exact name of registrant as specified in its charter)

Delaware	001-39931	85-2658967
(State or other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~Address~~C/O ~~Not~~MILBANK ~~Applicable~~LLP ~~Address~~55 ~~Not~~HUDSON ~~Applicable~~YARDS New York, New York 10001 (Address of principal executive offices), ~~(Zip~~including ~~Code~~zip code)

Registrant’s telephone number, including area code: (212) 521-8495

~~Securities~~Not ~~registered pursuant to Section 12(b) of the Act:~~Applicable

Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant	HCIIU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	HCII	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	HCIIW	The Nasdaq Stock Market LLC

(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))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant	HCIIU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	HCII	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	HCIIW	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 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

On November 29, 2022, Hudson Executive Investment Corp. II (the “Company”) ~~previously~~issued ~~presented~~ a ~~portion~~press ofrelease ~~its~~announcing ~~Class A common stock sold in its initial public offering (the “Public Shares”) as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis~~ that the Company’s ~~will~~board ~~consummate~~of ~~its~~directors ~~initial business combination only if the Company~~ has ~~net~~determined ~~tangible~~to ~~assets~~dissolve ~~of at least $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part of net tangible assets. After discussion~~ and ~~evaluation,~~liquidate the Company ~~concluded~~in ~~that~~accordance ~~the~~with ~~Public~~its ~~Shares~~governing ~~include~~documents ~~certain~~because ~~provisions~~it ~~that~~will ~~require~~not ~~classification~~consummate ofan ~~the Public Shares as temporary equity regardless of the minimum net tangible assets required by the Company to complete its~~ initial business combination. ~~This~~within ~~reclassification of equity was reflected in~~ the ~~Company’s~~time ~~Quarterly Report on Form 10-Q for the quarterly~~ period ~~ended~~required ~~September 30,~~by ~~2021,~~its ~~filed~~Amended ~~with the Securities~~ and ~~Exchange~~Restated ~~Commission~~Certificate ~~(the~~of ~~“SEC”) on November 12, 2021~~Incorporation. ~~However,~~All onoutstanding ~~February 7,~~shares ~~2022,~~of ~~the~~common ~~audit~~stock ~~committee~~ of the Company’s ~~Board~~issued ofin ~~Directors~~connection ~~(the “Audit Committee”) concluded, after discussion~~ with the Company’s ~~management,~~initial ~~that~~public ~~the~~offering ~~Company’s~~will ~~(i) unaudited~~be ~~interim~~redeemed ~~financial~~at ~~statements~~a ~~for~~per-share ~~the~~redemption ~~quarterly~~price ~~period~~of ~~ended~~approximately ~~March 31, 2021 included in the Company’s Quarterly Report on Form~~ $10-Q.10, ~~dated~~ ~~May 26,~~such ~~2021~~redemption ~~and~~expected ~~filed~~to ~~with~~occur ~~the SEC~~ on ~~May~~December 2721, ~~2021,~~2022. ~~and~~A ~~(ii) unaudited~~copy ~~interim~~of ~~financial statements for~~ the ~~quarterly~~press ~~period~~release ~~ended~~is ~~June 30,~~attached ~~2021~~hereto ~~included in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 17, 2021, should no longer be relied upon because the reclassification should have instead been characterized~~ as aExhibit ~~restatement under relevant accounting guidance~~99.1 Asand ais ~~result,~~incorporated ~~the~~herein ~~Company~~by will restate its financial statements for the affected periods in an amendment to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 17, 2021reference.

AsItem noted above, the Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective9.01. ~~Notwithstanding~~Financial ~~this~~Statements classification error, the Company’s management believes that the financial statements included in its Quarterly Report on Form 10-Q filed with the SEC on November 12, 2021 present fairly in all material respects the Company’s financial position, results of operations and ~~cash flows for the periods presented~~Exhibits.

(d) Exhibits. The ~~Company’s~~following ~~management~~exhibits ~~and~~are ~~the~~filed ~~Audit~~with ~~Committee have discussed the matters disclosed in~~ this ~~Current Report on~~ Form 8-K ~~with~~: ~~WithumSmith+Brown, PC, the Company’s independent registered accounting firm.~~

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account.


Exhibit No.		Description of Exhibits

99.1		Press Release, dated November 29, 2022

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 hereunto duly authorized.


HUDSON EXECUTIVE INVESTMENT CORP. II

By:		/s/ Ira Mosberg
Name:		Ira Mosberg
Title:		Chief Financial Officer

Dated: November 30, 2022

HUDSON EXECUTIVE INVESTMENT CORP. II

Date: February 9, 2022

/s/ Ira Mosberg

Ira Mosberg

Chief Financial Officer

Filing Compare · Hudson Executive Investment Corp. II