HCM II Acquisition Corp. and Terrestrial Energy Announce Filing of Draft Registration Statement on Form S-4 with the SEC
HCM II Acquisition Corp (NASDAQ:HOND) and Terrestrial Energy have filed a draft registration statement on Form S-4 with the SEC for their previously announced business combination. The merger will create a publicly traded company focused on small modular nuclear plants using advanced Generation IV Integral Molten Salt Reactor (IMSR) technology.
The transaction is expected to provide $280 million in gross proceeds, including $50 million in PIPE commitments at $10.00 per share and $230 million from HCM II's trust account. Post-merger, the combined entity will trade on Nasdaq under the ticker "IMSR". The deal is anticipated to close in Q3 or Q4 2025, subject to stockholder approval and customary conditions.
HCM II Acquisition Corp (NASDAQ:HOND) e Terrestrial Energy hanno presentato una bozza di dichiarazione di registrazione sul modulo S-4 alla SEC per la loro fusione già annunciata. La fusione darà vita a una società quotata in borsa focalizzata su piccoli impianti nucleari modulari che utilizzano la tecnologia avanzata Generation IV Integral Molten Salt Reactor (IMSR).
L'operazione dovrebbe generare 280 milioni di dollari di proventi lordi, inclusi 50 milioni di dollari in impegni PIPE a 10,00 dollari per azione e 230 milioni di dollari provenienti dal conto fiduciario di HCM II. Dopo la fusione, la società combinata sarà quotata al Nasdaq con il simbolo "IMSR". La chiusura dell'accordo è prevista nel terzo o quarto trimestre del 2025, subordinata all'approvazione degli azionisti e alle condizioni consuete.
HCM II Acquisition Corp (NASDAQ:HOND) y Terrestrial Energy han presentado una declaración de registro preliminar en el formulario S-4 ante la SEC para su combinación comercial previamente anunciada. La fusión creará una empresa cotizada en bolsa enfocada en plantas nucleares modulares pequeñas que utilizan la avanzada tecnología Generation IV Integral Molten Salt Reactor (IMSR).
Se espera que la transacción genere 280 millones de dólares en ingresos brutos, incluyendo 50 millones de dólares en compromisos PIPE a 10,00 dólares por acción y 230 millones de dólares provenientes de la cuenta fiduciaria de HCM II. Tras la fusión, la entidad combinada cotizará en Nasdaq bajo el símbolo "IMSR". Se anticipa que el acuerdo se cierre en el tercer o cuarto trimestre de 2025, sujeto a la aprobación de los accionistas y condiciones habituales.
HCM II Acquisition Corp (NASDAQ:HOND)와 Terrestrial Energy가 이전에 발표한 사업 합병을 위해 SEC에 S-4 양식 초안 등록 서류를 제출했습니다. 이번 합병으로 첨단 Generation IV Integral Molten Salt Reactor (IMSR) 기술을 사용하는 소형 모듈형 원자력 발전소에 집중하는 상장회사가 탄생합니다.
이번 거래는 주당 10.00달러에 5,000만 달러의 PIPE 약속 투자와 HCM II의 신탁계좌에서 2억 3,000만 달러를 포함해 총 2억 8,000만 달러의 총수익을 제공할 것으로 예상됩니다. 합병 후 통합 법인은 나스닥에서 "IMSR"라는 티커로 거래됩니다. 거래 성사는 주주 승인 및 일반적인 조건 충족을 전제로 2025년 3분기 또는 4분기에 이루어질 것으로 보입니다.
HCM II Acquisition Corp (NASDAQ:HOND) et Terrestrial Energy ont déposé une déclaration d'enregistrement provisoire sur le formulaire S-4 auprès de la SEC pour leur fusion annoncée précédemment. La fusion créera une société cotée en bourse spécialisée dans les petites centrales nucléaires modulaires utilisant la technologie avancée Generation IV Integral Molten Salt Reactor (IMSR).
La transaction devrait générer 280 millions de dollars de produits bruts, incluant 50 millions de dollars d'engagements PIPE à 10,00 dollars par action et 230 millions de dollars provenant du compte en fiducie de HCM II. Après la fusion, l'entité combinée sera cotée au Nasdaq sous le symbole "IMSR". La clôture de l'accord est prévue au troisième ou quatrième trimestre 2025, sous réserve de l'approbation des actionnaires et des conditions habituelles.
HCM II Acquisition Corp (NASDAQ:HOND) und Terrestrial Energy haben eine Entwurfsregistrierungserklärung auf Formular S-4 bei der SEC für ihre zuvor angekündigte Geschäftszusammenführung eingereicht. Die Fusion wird ein börsennotiertes Unternehmen schaffen, das sich auf kleine modulare Kernkraftwerke mit fortschrittlicher Generation IV Integral Molten Salt Reactor (IMSR)-Technologie konzentriert.
Die Transaktion soll 280 Millionen US-Dollar Bruttoerlöse einbringen, darunter 50 Millionen US-Dollar an PIPE-Verpflichtungen zu 10,00 US-Dollar je Aktie und 230 Millionen US-Dollar aus dem Treuhandkonto von HCM II. Nach der Fusion wird das kombinierte Unternehmen unter dem Tickersymbol "IMSR" an der Nasdaq gehandelt. Der Abschluss des Deals wird für das dritte oder vierte Quartal 2025 erwartet, vorbehaltlich der Zustimmung der Aktionäre und üblicher Bedingungen.
- Transaction provides $280 million in gross proceeds for technology development
- Secured $50 million PIPE investment from institutional investors at $10.00 per share
- Advanced Generation IV nuclear technology with competitive economics
- Post-merger Nasdaq listing provides enhanced market visibility
- Deal completion subject to stockholder approval and potential redemptions
- Registration statement not yet effective and subject to SEC review
- Trust account proceeds of $230M subject to potential redemptions
Insights
Filing of S-4 marks key milestone in HCM II/Terrestrial Energy SPAC merger, bringing innovative nuclear technology closer to $280M funding and Nasdaq listing.
The filing of the Form S-4 registration statement represents a critical procedural milestone in the SPAC merger between HCM II Acquisition Corp. and Terrestrial Energy. This filing contains the preliminary proxy statement/prospectus that shareholders will use to evaluate the transaction announced back in March.
The transaction structure involves
What makes this transaction particularly notable is Terrestrial Energy's focus on small modular nuclear plants with potential for clean energy production at competitive economics and fleet scale. The combined entity will trade under the ticker "IMSR" on Nasdaq post-merger.
While standard closing conditions remain - including shareholder approval, SEC effectiveness, and potential redemptions that could reduce available capital - the filing indicates the transaction remains on track for completion in H2 2025. For HOND shareholders, this represents progress toward consummating the business combination with a company developing potentially disruptive nuclear technology in an increasingly important clean energy sector.
CHARLOTTE, N.C. and STAMFORD, Conn., July 18, 2025 (GLOBE NEWSWIRE) -- HCM II Acquisition Corp., (Nasdaq: HOND), (“HCM II”), a special-purpose acquisition company and Terrestrial Energy Inc., (“Terrestrial Energy”), a developer of small modular nuclear plants using advanced reactor technology, today announced the filing of the draft registration statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”).
The Registration Statement contains a preliminary proxy statement/prospectus in connection with the previously announced proposed business combination. While the Registration Statement has not yet become effective and the information therein is subject to change, it provides important information about HCM II and Terrestrial Energy, as well as the proposed business combination.
HCM II entered into a proposed business combination agreement with Terrestrial Energy on March 26, 2025, pursuant to which, following consummation of the business combination contemplated therein, the combined company will be listed on the Nasdaq under the ticker symbol “IMSR”. Completion of the transaction is subject to approval by HCM II’s stockholders, the Registration Statement being declared effective by the SEC, and other customary closing conditions.
Terrestrial Energy Inc. is developing a small modular nuclear plant (the Terrestrial “IMSR plant”) using proprietary Generation IV Integral Molten Salt Reactor (IMSR) nuclear technology. Terrestrial Energy’s IMSR plant will supply high-temperature, clean, firm and flexible heat and electricity, with sector-competitive economics and leading time-to-market at fleet scale.
The Transaction will provide approximately
HCM II and Terrestrial Energy expect to complete the proposed business combination in the third or fourth quarter of 2025.
About Terrestrial Energy
Terrestrial Energy is a developer of Generation IV nuclear plants that use its proprietary Integral Molten Salt Reactor (IMSR). The IMSR captures the full transformative operating benefits of molten salt reactor technology in a plant design that represents true innovation in cost reduction, versatility and functionality of nuclear energy supply. IMSR plants are designed to be small and modular for distributed supply of zero-carbon, reliable, dispatchable, low-cost, high-temperature industrial heat and electricity, and for a dual-use energy role relevant to many industrial applications, such as chemical synthesis and data center operation. In so doing, they extend the application of nuclear energy far beyond electric power markets. Their deployment will support the rapid global decarbonization of the primary energy system across a broad spectrum and increase its sustainability. Terrestrial Energy uses an innovative plant design together with proven and demonstrated molten salt reactor technology and standard nuclear fuel for a nuclear plant with a unique set of operating characteristics and compelling commercial potential. Terrestrial Energy is engaged with regulators, suppliers and industrial partners to build, license and commission the first IMSR plants in the early 2030s.
About HCM II Acquisition Corp.
HCM II Acquisition Corp. (“HCM II”) is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. HCM II may pursue an initial business combination target in any business or industry or at any stage of its corporate evolution. Its primary focus, however, will be in completing a business combination with an established business of scale poised for continued growth, led by a highly regarded management team. HCM II’s Class A ordinary shares and warrants are listed on the NASDAQ under the ticker symbols “HOND” and “HONDW”, respectively.
HCM II’s management team is led by Shawn Matthews, its Chairman of the Board and Chief Executive Officer, and Steven Bischoff, its President and Chief Financial Officer. HCM II’s Board of Directors includes Andrew Brenner, Michael J. Connor and Jacob Loveless.
Important Information for Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
In connection with the business combination, HCM II and Terrestrial Energy will file with the SEC registration statement on Form S-4 (the “Registration Statement”), which will include a preliminary prospectus of HCM II relating to the offer of securities to be issued in connection with the business combination, and a preliminary proxy statement of HCM II to be distributed to holders of HCM II’s capital shares in connection with HCM II’s solicitation of proxies for vote by HCM II’s shareholders with respect to the Business Combination and other matters described in the Registration Statement HCM II and Terrestrial Energy also plan to file other documents with the SEC regarding the business combination. After the Registration Statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of HCM II and Terrestrial Energy. INVESTORS OF HCM II AND TERRESTRIAL ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS RELATING TO THE BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.
Investors will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about HCM II and Terrestrial Energy once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. In addition, the documents filed by HCM II may be obtained free of charge from HCM II’s website at https://hcmacquisition.com/ or by written request to HCM II at 100 First Stamford Place, Suite 330 Stamford, CT 06902.
Participants in the Solicitation
HCM II and Company, and their respective directors and executive officers, may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of HCM II is set forth in HCM II’s filings 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 transaction and a description of their direct and indirect interests will be set forth in the Registration Statement (and will be included in the proxy statement/prospectus) and other relevant documents when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Forward Looking Statements
The statements contained in this press release that are not purely historical are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on HCM II and the Company. There can be no assurance that future developments affecting HCM II and the Company will be those that we have anticipated. These forward-looking statements speak only as of the date this press release is actually delivered and involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against HCM II, the Company, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of HCM II or the SEC’s declaration of the effectiveness of the Registration Statement (which will include the proxy statement/prospectus contained therein) to be filed by HCM II and the Company or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability of HCM II to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination, including the reorganization described in the business combination agreement; (9) changes in applicable laws or regulations; (10) the possibility that the Company or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the amount of redemption requests made by HCM II shareholders and (12) other risk factors described herein as well as the risk factors and uncertainties described in that certain prospectus of HCM II dated August 15, 2024 and the HCM II’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. In addition, there may be additional risks that neither HCM II or Company presently know, or that HCM II or 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.
None of HCM II, the Company, any placement agent nor any of their respective affiliates, officers, employees or agents, makes any representation or warranty, either express or implied, in relation to the fairness, reasonableness, adequacy, accuracy, completeness or reliability of the information, statements or opinions, whichever their source, contained in this press release or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. HCM II, the Company and their respective affiliates, officers, employees and agents further expressly disclaim any and all liability relating to or resulting from the use of this press release and any errors therein or omissions therefrom. Further, the information contained herein is preliminary, is provided for discussion purposes only, is only a summary of key information, is not complete and is subject to change without notice.
In addition, the information contained in this press release is provided as of the date hereof and may change, and neither HCM II nor the Company undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, inaccuracies, future events or otherwise, except as may be required under applicable securities laws.
Terrestrial Energy Investor Center:
https://www.terrestrialenergy.com/investors
Terrestrial Energy Media & Investor Contact:
TerrestrialEnergy@icrinc.com
HCM II Investor Contact:
HCM II Acquisition Corp.
Steven Bischoff
sbischoff@hondiuscapital.com
(203) 930-2200
FAQ
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