Exhibit 10.1

   

  FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT 

   

  THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of July [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”),


    by and between HCM Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

   

  WHEREAS, the Company’s registration statement on Form S-1, File No. 333-253673 (the “Registration Statement”) and prospectus (the “Prospectus”)


    for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary
          Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

   

  WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co., as underwriter
    (the “Underwriter”) named therein;

   

  WHEREAS, as described in the Prospectus, $250,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the
    Underwriting Agreement) (or $287,500,000 if the Underwriter’s option to purchase additional units is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States
    (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest
    subsequently earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property are referred to herein as the “Public Shareholders” and the Public
    Shareholders and the Company are referred to herein together as the “Beneficiaries”);

   

  WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $8,750,000 (or $10,812,500 if the Underwriter’s option to purchase additional
    units is exercised in full) is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);


    and

   

  WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the
    Property.

   

   

  NOW THEREFORE, IT IS AGREED:

   

  	
          1.

        	
          Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:

        


   

  	
           

        	
          (i)

        	
          Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the
            Trustee in the United States at [J.P. Morgan Chase Bank, N.A.] (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in the United States, maintained by the Trustee and at a brokerage institution
            selected by the Trustee that is reasonably satisfactory to the Company;

        


   

  	
           

        	
          (ii)

        	
          Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

        


   

  	
           

        	
          (iii)

        	
          In a timely manner, upon the written instruction of the Company, invest and reinvest the Property only in United States government
            securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule
            2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; it being understood that the Trust Account will earn
            no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration;

        


   

  
     

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          (iv)

        	
          Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”


            as such term is used herein;

        


   

  	
           

        	
          (v)

        	
          Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring
            action by the Company;

        


   

  	
           

        	
          (vi)

        	
          Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the
            Company’s preparation of the tax returns relating to assets held in the Trust Account;

        


   

  	
           

        	
          (vii)

        	
          Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
            instructed by the Company to do so;

        


   

  	
           

        	
          (viii)

        	
          Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
            disbursements of the Trust Account;

        


   

  	
           

        	
          (ix)

        	
          Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a
            letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive
            Officer, Chief Financial Officer or other authorized officer of the Company, and, in the case of the Termination Letter attached hereto as Exhibit A, acknowledged and agreed to by the Representatives, and complete the liquidation of the
            Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution
            expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) twenty-four (24) months after the closing of the Offering and (2) such later date as may be
            approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust
            Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached hereto as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and
            not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and agreed that there should be
            no reduction in the principal amount per share initially deposited in the Trust Account;

        


   

  	
           

        	
          (x)

        	
          Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit


              C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the
            Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall
            forward such payment to the relevant taxing authority, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, however, that, to the extent there is not sufficient
            cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any such
            amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and
            the Trustee shall have no responsibility to look beyond said request;

        


   

  	
           

        	
          (xi)

        	
          Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit


              D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed Ordinary
            Shares from Public Shareholders pursuant to the Company’s amended and restated memorandum and articles of association; and

        


   

  	
           

        	
          (xii)

        	
          Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(ix), (x) or (xi)
            above.

        


   

  
     

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          2.

        	
          Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

        


   

  	
           

        	
          (i)

        	
          Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer or
            other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(ix), (x) or (xi), the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or
            telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions
            in writing;

        


   

  	
           

        	
          (ii)

        	
          Subject to Section 4, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
            reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in
            connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the
            Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification
            under this Section 2(ii), it shall notify the Company in writing of such claim (an “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided,
            however, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior
            written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;

        


   

  	
           

        	
          (iii)

        	
          Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and
            transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant
            to Sections 1(ix) through 1(xi). The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees
            or charges of the Trustee except as set forth in this Section 2(iii) and as may be provided in Section 2(ii);

        


   

  	
           

        	
          (iv)

        	
          In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase,
            reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the general
            meeting verifying the vote of such shareholders regarding such Business Combination;

        


   

  	
           

        	
          (v)

        	
          Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with
            respect to any proposed withdrawal from the Trust Account promptly after it issues the same;

        


   

  	
           

        	
          (vi)

        	
          Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A)
            delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to
            any transfer of the funds held in the Trust Account to the Company or any other person;

        


   

  	
           

        	
          (vii)

        	
          Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
            to make any distributions that are not permitted under this Agreement;

        


   

  	
           

        	
          (viii)

        	
          If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the
            substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the
            Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”),


            the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their
            redemption option in connection with such Amendment; and

        


   

  
     

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          (ix)

        	
          Within five (5) business days after the Underwriters exercise their option to purchase additional units (or any unexercised portion
            thereof) or such option to purchase additional units expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.

        


   

  	
          3.

        	
          Limitations of Liability. The Trustee shall have no responsibility or liability to:

        


   

  	
           

        	
          (i)

        	
          Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
            Agreement and that which is expressly set forth herein;

        


   

  	
           

        	
          (ii)

        	
          Take any action with respect to the Property, other than as directed in Section 1, and the Trustee shall have no liability to any
            third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;

        


   

  	
           

        	
          (iii)

        	
          Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
            any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
            incident thereto;

        


   

  	
           

        	
          (iv)

        	
          Change the investment of any Property, other than in compliance with Section 1;

        


   

  	
           

        	
          (v)

        	
          Refund any depreciation in principal of any Property;

        


   

  	
           

        	
          (vi)

        	
          Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
            otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

        


   

  	
           

        	
          (vii)

        	
          The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
            good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or
            advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its
            provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The
            Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper
            party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;

        


   

  	
           

        	
          (viii)

        	
          Verify the accuracy of the information contained in the Registration Statement;

        


   

  	
           

        	
          (ix)

        	
          Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
            contemplated by the Registration Statement;

        


   

  	
           

        	
          (x)

        	
          File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
            statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;

        


   

  	
           

        	
          (xi)

        	
          Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and
            activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section 1(x); or

        


   

  	
           

        	
          (xii)

        	
          Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(ix), 1(x)
            or 1(xi).

        


   

  	
          4.

        	
          Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)


            to, or to any monies in, the Trust Account and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this
            Agreement, including, without limitation, under Section 2(ii) or Section 2(iii), the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies
            in the Trust Account.

        


   

  
     

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          5.

        	
          Termination. This Agreement shall terminate as follows:

        


   

  	
           

        	
          (i)

        	
          If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
            efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become
            subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account,
            whereupon this Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may
            submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
            whatsoever; or

        


   

  	
           

        	
          (ii)

        	
          At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
            Section 1(ix) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(ii).

        


   

  	
          6.

        	
          Miscellaneous.

        


   

  	
           

        	
          (i)

        	
          The Company and the Trustee each acknowledge that the Trustee shall follow the security procedures set forth below with respect to funds
            transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has
            reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the
            Company, including, account names, account numbers and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or
            willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.

        


   

  	
           

        	
          (ii)

        	
          This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. This Agreement may
            be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

        


   

  	
           

        	
          (iii)

        	
          This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
            for Section 1(ix), 1(x) and 1(xi) (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par
            value $0.0001 per share, of the Company, voting together as a single class; provided, however, that no such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection
            with a shareholder vote to amend this Agreement to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an initial Business Combination or an Amendment or to redeem
            100% of its Ordinary Shares if the Company does not complete its initial Business Combination within the time frame specified in the Company’s amended and restated memorandum and articles of association), this Agreement or any provision hereof
            may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.

        


   

  	
           

        	
          (iv)

        	
          The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
            York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

        


   

  
     

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          (v)

        	
          Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and
            shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:

        


    

  

  if to the Trustee, to:

   

  Continental Stock Transfer & Trust Company

  1 State Street, 30th Floor

  New York, New York 10004

  Attention: Francis Wolf and Celeste Gonzalez

  E-mail: fwolf@continentalstock.com

  cgonzalez@continentalstock.com

   

  if to the Company, to:

   

  HCM Acquisition Corp

  100 First Stamford Place, Suite 330

  Stamford, CT 06902

  Attention: Shawn Matthews, Chief Executive Officer

  E-mail: smatthews@hondiuscapital.com

   

  in each case, with copies to:

   

  King & Spalding LLP

  1185 Avenue of the Americas, 34th Floor

  New York, NY 10036

  Attention: Keith Townsend and Kevin Manz

  E-mail: ktownsend@kslaw.com

  kmanz@kslaw.com

   

  and

   

  Cantor Fitzgerald & Co.

  110 East 59th Street

  New York, New York 10022

  Attention: Cantor Fitzgerald & Co. Legal

  Facsimile: [(___) ___-___]

   

  and

   

  Ellenoff Grossman & Schole LLP

  1345 Avenue of the Americas, 11th Floor

  New York, NY 10105

  Attention: Stuart Neuhauser

  E-mail: sneuhauser@egsllp.com

   

  	
           

        	
          (vi)

        	
          Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
            this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be
            entitled to any funds in the Trust Account under any circumstance.

        


   

  	
           

        	
          (vii)

        	
          This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
            negotiation and agreement of such parties and shall not be construed for or against any party hereto.

        


   

  
     

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          (viii)

        	
          This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
            shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.

        


   

  	
           

        	
          (ix)

        	
          Each of the Company and the Trustee hereby acknowledges and agrees that each of the Representatives on behalf of the Underwriters is a
            third-party beneficiary of this Agreement.

        


   

  	
           

        	
          (x)

        	
          Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or
            entity.

        


   

  [Signature Page Follows]

   

  
     

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  IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

   

  
    	
            CONTINENTAL STOCK TRANSFER & TRUST COMPANY, 

            as Trustee

          
	
             

          	
             

          
	
            By:

          	
             

          
	
             

          	
            Name:

          
	
             

          	
            Title:

          
	
             

          
	
            HCM ACQUISITION CORP

          
	
             

          	
             

          
	
            By:

          	
             

          	
             

          
	
             

          	
            Name: Shawn Matthews

          	
             

          
	
             

          	
            Title: Chairman and Chief Executive Officer

          	
             

          


     

    

    [Signature Page to Investment Management Trust Agreement— HCM Acquisition Corp] 

    

  

  
     

    
      
 

  

   

  SCHEDULE A

   

  TRUSTEE’S FEES 

  	
           

        	
           

        	
           

        	
           

        	
           

        
	
          Fee Item

        	
           

        	
          Time and method of payment

        	
           

        	
          Amount

        
	
          Initial acceptance fee

        	
           

        	
          Initial closing of the Offering by wire transfer

        	
           

        	
          $[3,500.00]

        
	
          Annual fee

        	
           

        	
          First year, initial closing of the Offering by wire transfer; thereafter on the anniversary of the closing date of the Offering by wire transfer or check

        	
           

        	
          $[10,000.00]

        
	
          Transaction processing fee for disbursements to the Company pursuant to Sections 1(i), (j) and (k)

        	
           

        	
          Billed by the Trustee to the Company pursuant to Section 1

        	
           

        	
          $[250.00]

        
	
          Paying Agent services as required pursuant to Sections 1(i) and (k)

        	
           

        	
          Billed to the Company upon delivery of service pursuant to Sections 1(i) and (k)

        	
           

        	
          Prevailing rates

        


   

   

  
     

    
      
 

  

   

  EXHIBIT A

   

  HCM Acquisition Corp

  100 First Stamford Place, Suite 330

  Stamford, CT 06902

   

  July [__], 2021 

   

  Continental Stock Transfer & Trust Company

  1 State Street, 30th Floor

  New York, New York 10004

  Attention: Francis Wolf

  	
           

        	
          Re:

        	
          Trust Account No. [ ] – Termination Letter

        


   

  Dear Mr. Wolf:

   

  Pursuant to Section 1(ix) of the Investment Management Trust Agreement, dated as of July [ ], 2021 (as amended, supplemented or otherwise modified from time to
    time, the “Trust Agreement”), by and between HCM Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), this is to advise you that the Company
    has entered into an agreement with [insert name] (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall
    notify you at least seventy-two (72) hours (or such shorter period as you may agree) in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined
    herein shall have the meanings set forth in the Trust Agreement.

   

  In accordance with the terms of the Trust Agreement, we hereby authorize you to commence the liquidation of all of the assets of the Trust Account and to transfer
    the proceeds to the trust operating account at [JPMorgan Chase Bank N.A.] to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
    shall direct on the Consummation Date (including as directed to it by the Representatives with respect to the Deferred Discount). It is acknowledged and agreed that, while the funds are on deposit in the trust operating account at [JPMorgan Chase Bank
    N.A.] awaiting distribution, the Company will not earn any interest or dividends.

   

  On the Consummation Date, (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated or will be
    consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer or the
    Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with
    respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public shareholders who have properly exercised their redemption rights and payment of Deferred Discount to the account or accounts directed by the
    Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter,
    in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
    shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses
    related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.

   

  In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and the Company has not notified you on or
    before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(iii) of the Trust Agreement on
    the business day immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible.

   

  
     

    
      
 

  

   

  	 	
          Very truly yours,

        
	 	
           

        
	 	
          HCM ACQUISITION CORP

        
	 	
           

        	
           

        
	 	
          By:

        	
           

        
	 	
           

        	
          Name: Shawn Matthews

        
	 	
           

        	
          Title: Chairman and Chief Executive Officer

        


   

  	
          Agreed and acknowledged:

        	 
	
           

        	 
	
          CANTOR FITZGERALD & CO.

        	 
	
           

        	
           

        	 
	
          By:

        	
              

        	 
	
           

        	
          Name:

        	 
	
           

        	
          Title:

        	 
	
           

        	 


  
     

    
      
 

  

   

  EXHIBIT B

   

  HCM Acquisition Corp

  100 First Stamford Place, Suite 330

  Stamford, CT 06902

   

  July [__], 2021 

   

  Continental Stock Transfer & Trust Company

  1 State Street, 30th Floor

  New York, New York 10004

  Attention: Francis Wolf

  	
           

        	
          Re:

        	
          Trust Account No. [ ] – Termination Letter

        


   

  Dear Mr. Wolf:

   

  Pursuant to Section 1(ix) of the Investment Management Trust Agreement, dated as of July [ ], 2021 (as amended, supplemented or otherwise modified from time to
    time, the “Trust Agreement”), by and between HCM Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), this is to advise you that the Company
    has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering.
    Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

   

  In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
    into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [insert completion deadline] as the effective date for the purpose of determining when the Public
    Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the paying agent of record and, in your separate capacity as paying agent, agree to distribute said funds directly to the Public Shareholders in
    accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to
    liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(ix) of the Trust Agreement.

   

  * * * * *

  

  	 	Very truly yours,
	 	 	 
	 	HCM ACQUISITION CORP
	 	By:	 
	 	 	Name: Shawn Matthews
	 	 	Title: Chairman and Chief Executive Officer 


  

   

  

  	cc:  Cantor Fitzgerald & Co.


  

   

  
     

    
      
 

  

   

  EXHIBIT C

   

  HCM Acquisition Corp

  100 First Stamford Place, Suite 330

  Stamford, CT 06902

   

  July [__], 2021 

   

  Continental Stock Transfer & Trust Company,

  1 State Street, 30th Floor,

  New York, New York 10004,

  Attention: Francis Wolf

  	
           

        	
          Re:

        	
          Trust Account No. [ ] – Tax Payment Withdrawal Instruction

        


   

  Dear Mr. Wolf:

   

  Pursuant to Section 1(x) of the Investment Management Trust Agreement, dated as of July [ ], 2021 (as amended, supplemented or otherwise modified from time to time,
    the “Trust Agreement”), by and between HCM Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), the Company hereby requests that you deliver
    to the Company $[ ] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

   

  The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust
    Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

   

  [WIRE INSTRUCTION INFORMATION] 

   

  * * * * *

  	
           

        	
          Very truly yours,

        
	
           

        	
           

        
	
           

        	
          HCM ACQUISITION CORP

        
	
           

        	
           

        	
           

        
	
           

        	
          By:

        	
           

        
	
           

        	
           

        	
          Name: Shawn Matthews

        
	
           

        	
           

        	
          Title: Chairman and Chief Executive Officer

        


   

  	
          cc: Cantor Fitzgerald & Co.

        


   

  
     

    
      
 

  

   

  EXHIBIT D

   

  HCM Acquisition Corp

  100 First Stamford Place, Suite 330

  Stamford, CT 06902

   

  July [__], 2021 

   

  Continental Stock Transfer & Trust Company

    1 State Street, 30th Floor 

    New York, New York 10004 

    Attention: Francis Wolf

  	
           

        	
          Re:

        	
          Trust Account No. [ ] – Working Capital Withdrawal Instruction

        


   

  Dear Mr. Wolf:

   

  Pursuant to Section 1(xi) of the Investment Management Trust Agreement, dated as of July [ ], 2021 (as amended, supplemented or otherwise modified from time to
    time, the “Trust Agreement”), by and between HCM Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), the Company hereby requests that you
    deliver to the Company $[ ] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

   

  The Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company 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 provide holders of the Ordinary Shares the right to have their
    shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any
    other provision relating to the rights of holders of the Ordinary Shares. As such. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
    letter to the Company’s operating trust account at:

   

  [WIRE INSTRUCTION INFORMATION] 

   

  * * * * *

  	
           

        	
          Very truly yours,

        
	
           

        	
           

        
	
           

        	
          HCM ACQUISITION CORP

        
	
           

        	
           

        	
           

        
	
           

        	
          By:

        	
           

        
	
           

        	
           

        	
          Name: Shawn Matthews

        
	
           

        	
           

        	
          Title: Chairman and Chief Executive Officer

        


   

  	
          cc: Cantor Fitzgerald & Co.