HCM II Acquisition Corp SEC Filings

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.

Terrestrial Energy Inc. (IMSR) reported an initial insider ownership filing by its Chief Financial Officer. The Form 3 lists a stock option (right to buy) covering 156,461 shares of common stock at an exercise price of $7.8295. The option becomes exercisable on 04/30/2026 and expires on 04/30/2045. According to the company’s Second Amended and Restated 2024 Stock Option Plan, the award vests in one‑third increments on each of the first, second, and third anniversaries of the grant date, contingent on continued service.

Terrestrial Energy Inc. completed its business combination with HCM II, domesticated to Delaware, and closed the merger, creating a new public company structure. The company also closed a PIPE, issuing 5,000,000 common shares at $10.00 per share and receiving $50,000,000 in proceeds at Closing.

In connection with the shareholder vote, 7,390 Class A shares were redeemed at $10.54 per share (about $77,890). New Terrestrial Common Shares and Warrants began trading on Nasdaq as IMSR and IMSRW on October 29, 2025. As of the consummation of the Transactions, 105,782,441 New Terrestrial Common Shares were issued and outstanding (inclusive of shares issuable upon exchange of Exchangeable Shares). The company reports 29,008,520 New Terrestrial Warrants outstanding and has reserved 15,473,715 shares under its 2025 Equity Incentive Plan.

Lock-up agreements restrict transfers for the sponsor and key holders, with early releases tied to VWAP thresholds of $15.00 and $20.00 per share. Contingent value rights may lead to additional share issuance if the 20‑day VWAP after the earliest lock-up expiry is less than 75% of the Redemption Price.

Terrestrial Energy Inc. reported an insider acquisition on a Form 4. On 10/28/2025, the reporting person acquired 25,000 shares of common stock (Transaction Code J) in connection with the closing of a business combination between HCM II Acquisition Corp. and Terrestrial Energy Inc., receiving shares in exchange under the business combination agreement.

Following the transaction, the insider beneficially owns 25,000 shares, held directly. The filing notes the reporting person resigned as a director of HCM II upon closing.

Terrestrial Energy Inc. reported an insider Form 4 showing the acquisition of 25,000 shares of common stock on 10/28/2025. The filing lists transaction code J, and the shares were received in exchange for the reporting person’s Terrestrial securities at the closing of the business combination with the SPAC formerly known as HCM II Acquisition Corp., pursuant to the business combination agreement.

Following the reported transaction, the filing shows beneficial ownership of 25,000 shares, held directly. The explanatory note states the reporting person resigned as a director of HCM II upon the business combination closing.

Terrestrial Energy Inc. reported an insider acquisition tied to its merger. On 10/28/2025, the reporting person acquired 25,000 shares of common stock (Transaction Code J) in exchange for prior Terrestrial securities upon closing of the business combination with the entity formerly known as HCM II Acquisition Corp., under the business combination agreement.

Following the transaction, beneficial ownership was 25,000 shares, held directly. The reporting person resigned as a director upon the closing of the business combination.

Terrestrial Energy Inc. (IMSR): Insider ownership update tied to business combination. On 10/28/2025, reporting persons reflected equity received in exchange for prior holdings at the closing of the Business Combination. They reported 5,675,000 shares of common stock beneficially owned indirectly via the Sponsor and 533,514 shares owned directly.

They also reported warrants with a $11.5 exercise price: one block for 4,275,000 underlying shares (indirect via the Sponsor) and another for 1,267,599 underlying shares (indirect via Hondo Holdings LLC). These warrants are first exercisable on 11/27/2025 and expire on 10/28/2030. The filing notes Mr. Shawn Matthews’ control over the Sponsor and Hondo Holdings LLC and his resignation as an officer at closing.

Terrestrial Energy Inc. reported a Form 4 showing its Chief Executive Officer and Director acquired 166,298 restricted stock units (RSUs) on 10/28/2025.

Each RSU represents the right to receive one share of common stock and vests pro rata over three years following the grant date. The RSUs were acquired at a stated price of $0. Following the transaction, the reporting person beneficially owned 166,298 derivative securities, held in direct ownership form.

Terrestrial Energy Inc. (formerly HCM II Acquisition Corp.) completed its domestication to Delaware and closed its merger with Legacy Terrestrial Energy. At the extraordinary meeting, holders of 7,390 Class A shares elected redemption at $10.54 per share, for an aggregate of approximately $77,890.

Upon domestication, each unredeemed Class A share automatically converted into one New Terrestrial common share, and each warrant became a warrant for one common share with a $11.50 exercise price. Each unit was cancelled, entitling the holder to one common share and one-half warrant; no fractional warrants were issued.

New Terrestrial common shares and warrants began trading on Nasdaq as IMSR and IMSRW on October 29, 2025. The company adopted a new Certificate of Incorporation and Bylaws in connection with the domestication.