IMSR CEO Form 3 details direct, indirect and derivative holdings
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Terrestrial Energy Inc. (IMSR) filed a Form 3 disclosing its CEO and director’s initial beneficial ownership. Reported common stock holdings include 2,295,934 shares direct, 2,818,520 shares indirect through an LLC, and 52,255 shares indirect through a defined benefit plan.
Derivative holdings include multiple stock options (some currently exercisable) with stated exercise prices such as $2.237, $2.0133, and $0.2013 (the latter expressed in Canadian dollars). The filing lists RSUs for 1,023,160 shares that vest in two equal installments on the first and second anniversaries of grant, warrants for 44,703 (direct) and 89,406 (indirect via the plan) shares, and contingent value rights tied to a $7.905 redemption price threshold. The positions reflect awards and exchanges completed in connection with the closing of a business combination.
Positive
- None.
Negative
- None.
Insider Trade Summary
20 transactions reported
Mixed
20 txns
Insider
Irish Simon
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Warrants (Right to Buy) | -- | -- | -- |
| holding | Warrants (Right to Buy) | -- | -- | -- |
| holding | Contingent Value Right | -- | -- | -- |
| holding | Contingent Value Right | -- | -- | -- |
| holding | Common Stock, par value $0.0001 per share ("Common Stock") | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 24,140 shares (Direct);
Restricted Stock Units — 1,023,160 shares (Direct);
Warrants (Right to Buy) — 44,703 shares (Direct);
Warrants (Right to Buy) — 89,406 shares (Indirect, Through Defined Benefit Plan);
Contingent Value Right — 0 shares (Direct);
Contingent Value Right — 0 shares (Indirect, Through Defined Benefit Plan);
Common Stock, par value $0.0001 per share ("Common Stock") — 2,295,934 shares (Direct);
Common Stock — 2,818,520 shares (Indirect, Through LLC)
Footnotes (1)
- Upon closing of the business combination (the "Business Combination") between Terrestrial Energy Inc., a Delaware corporation formerly known as HCM II Acquisition Corp. ("New Terrestrial"), and Terrestrial Energy Development Inc., a Delaware corporation formerly known as Terrestrial Energy Inc. ("Legacy Terrestrial"), the reporting person acquired these securities in exchange for the reporting person's securities in Legacy Terrestrial pursuant to the terms and conditions of the Business Combination Agreement, dated as of March 26, 2025, by and among HCM II Acquisition Corp., HCM II Merger Sub Inc. and Legacy Terrestrial. Consists of options granted pursuant to the Legacy Terrestrial Second Amended and Restated 2024 Stock Option Plan. The options are currently exercisable. Consists of options granted pursuant to the Legacy Terrestrial Second Amended and Restated 2024 Stock Option Plan. The options vest in one-third increments on each of the first, second and third anniversaries of the grant date, subject to the reporting person's continued service through each applicable vesting date and accelerated vesting in certain events. Each restricted stock unit represents a contingent right to acquire one share of Common Stock. The restricted stock units vest in one-half increments on each of the first and second anniversaries of the grant date, subject to Mr. Irish's continued employment through each applicable vesting date and accelerated vesting in certain events. Consists of Legacy Terrestrial warrants to purchase common stock that are currently exercisable. Consists of contingent value right issued upon conversion of Legacy Terrestrial convertible notes in connection with the Business Combination. Each contingent value right entitles the holder to receive additional shares of Common Stock in the event that the volume weighed average price of the Common Stock for the twenty (20) trading days beginning on the trading day immediately following expiration of the lock-up period contemplated by the applicable Legacy Terrestrial convertible note is less than seventy-five percent (75%) of the redemption price ($7.905). Price is expressed in Canadian dollars.
FAQ
What did Terrestrial Energy (IMSR) disclose on this Form 3?
An initial statement of beneficial ownership by the CEO and director, covering direct, indirect, and derivative holdings.
What derivative securities are listed for IMSR’s CEO?
Multiple stock options (some currently exercisable), RSUs for 1,023,160 shares, warrants of 44,703 (direct) and 89,406 (indirect), and contingent value rights.
What are key exercise prices and currency notes on the options?
Exercise prices include $2.237, $2.0133, and $0.2013, with the $0.2013 price stated in Canadian dollars.
How do the RSUs for IMSR vest?
They vest in two equal installments on the first and second anniversaries of the grant date, subject to continued employment and certain accelerations.
What triggers the contingent value rights (CVRs)?
Additional shares may be issued if the 20-day VWAP after the lock-up is less than 75% of the $7.905 redemption price.
What corporate event explains these holdings?
Securities were received or exchanged at the closing of a business combination between New Terrestrial and Legacy Terrestrial.