Welcome to our dedicated page for HCM II ACQUISITION SEC filings (Ticker: HONDU), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for HCM II Acquisition Corp. (HONDU) brings together the regulatory documents that describe its life cycle as a special purpose acquisition company and its transition through a business combination. HCM II Acquisition Corp. is characterized in its disclosures as a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, with flexibility across sectors and a stated focus on established businesses of scale.
Key filings include registration statements related to its initial public offering of units on the Nasdaq Global Market, where each unit consisted of one Class A ordinary share and one-half of one redeemable warrant. These documents outline the structure of the units, the Class A ordinary shares, and the warrants, and describe how the securities are expected to trade under the symbols HONDU, HOND and HONDW.
Filings also cover the company’s business combination with Terrestrial Energy Inc. A Registration Statement on Form S-4 was declared effective by the SEC in connection with this transaction, registering securities to be issued in the combination and including a proxy statement/prospectus for HCM II shareholders. An 8-K filing later explains that the entity formerly known as HCM II Acquisition Corp. consummated the business combination with the entity formerly known as Terrestrial Energy Inc., with a merger subsidiary of HCM II merging into the legacy Terrestrial Energy entity.
That same 8-K identifies the post-combination registrant as Terrestrial Energy Inc., with common stock and redeemable warrants listed on the Nasdaq Stock Market under the symbols IMSR and IMSRW. It also discusses matters such as changes in the independent registered public accounting firm following the merger. Through these filings, readers can follow how the HONDU SPAC vehicle raised capital, structured its securities, and ultimately combined with Terrestrial Energy to form the publicly traded company under the IMSR and IMSRW symbols.
On Stock Titan, these SEC filings are paired with AI-powered summaries that explain the purpose and key points of documents such as registration statements and 8-K reports. Real-time updates from EDGAR, along with structured access to information about common stock and warrant terms, help users understand the regulatory history of HCM II Acquisition Corp. and its evolution into the Terrestrial Energy structure.
Terrestrial Energy Inc. (IMSR) 10% owner Roberto Marco Sella has filed an amended Form 3 to update how his existing stakes are described, without reporting any new purchases or sales. The filing lists holdings of common stock and warrants as of
Directly, he reports 180,316 shares of common stock and 539,117 warrants to purchase common stock. Indirectly, he reports 12,244,088 shares of common stock and multiple warrant positions held through joint ownership with his spouse, a 2012 family trust where he serves as trustee, and the LL Charitable Foundation where he is president. The amendment states it is made solely to correct footnote designations in the warrant table, indicating the change is administrative rather than economic.
Citadel affiliates and Kenneth Griffin report beneficial ownership in Terrestrial Energy Inc. They may be deemed to beneficially own a total of 2,303,796 common shares, representing 2.2% of the outstanding Shares as of December 15, 2025.
Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC each may be deemed to own 2,029,208 Shares, or 1.9% of the class. Citadel Securities LLC, Citadel Securities Group LP and Citadel Securities GP LLC each may be deemed to own 274,588 Shares, or 0.3% of the class.
The Reporting Persons state they share voting and dispositive power over these Shares and certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Terrestrial Energy Inc.
Terrestrial Energy Inc. filed a current report to let investors know it has shared a new corporate update with shareholders. On January 29, 2026, the company issued a letter providing this update, which is attached to the filing as Exhibit 99.1 and incorporated by reference.
The report states that the shareholder letter and related information are being furnished under Regulation FD, meaning they are provided for fair disclosure but are not treated as filed for liability purposes under the Exchange Act or automatically included in other securities filings.
Terrestrial Energy Inc. received a Schedule 13G filing disclosing that investor Roberto Sella, together with the Roberto M. Sella 2012 Family Trust and LL Charitable Foundation, holds a significant passive stake in the company. The filing reports that Sella beneficially owns 15,378,689 shares of common stock, representing 14.34% of the class, including shares held directly, jointly with his spouse, and through warrants. The Trust holds 1,538,319 shares (1.44% of the class), and the Foundation holds 653,334 shares (0.62% of the class). These positions arose when the reporting persons received Terrestrial Energy Inc. securities at the closing of an October 29, 2025 business combination, and they certify that the holdings are not for the purpose of changing or influencing control.
Terrestrial Energy Inc. insider Sella Roberto Marco, a more than 10% owner, filed an initial statement of beneficial ownership as of 10/29/2025, reflecting equity received at the closing of a business combination between the current Terrestrial Energy entity and its predecessor.
The filing reports 180,316 shares of common stock held directly, plus additional common shares held indirectly through joint ownership with his spouse, the Roberto M. Sella 2012 Family Trust and the LL Charitable Foundation, where he may have voting and dispositive power but disclaims beneficial ownership except to the extent of his pecuniary interest. It also lists several series of warrants to purchase common stock, both directly and through these related entities, with exercise prices of $2.24 per share and expirations on 07/31/2028.
Terrestrial Energy Inc. filed an amended Form 4 for a director to correct the reported size of a recent equity award. On 12/18/2025, the director received 1,029 restricted stock units, each representing a contingent right to one share of common stock at a price of $0 per unit.
The restricted stock units will vest 100% on December 31, 2026, as long as the director continues to provide service to Terrestrial Energy Inc. After this grant, the director beneficially owns 6,894 derivative securities. The amendment notes that the original Form 4 filed on 12/22/2025 contained an inadvertent error in the number of restricted stock units reported.
Terrestrial Energy Inc. has filed a Form S-1 to register a mixed offering consisting of a primary offering of up to 18,776,119 shares of common stock and a secondary offering for the resale of up to 13,117,599 common shares plus 1,267,599 warrants. The primary shares are issuable upon exercise of Private Placement Warrants and Legacy Terrestrial Warrants assumed in connection with the recent business combination with HCM II Acquisition Corp. Selling securityholders will be able to resell their shares and private placement warrants from time to time once lock-up restrictions lapse.
As of November 21, 2025, the company reports 105,782,452 New Terrestrial Common Shares and share equivalents outstanding, including 81,771,423 shares issued and outstanding and 24,011,029 shares issuable upon exchange of Exchangeable Shares. The resale shares represent about 9.7% of fully diluted common shares, and the private placement warrants being registered for resale represent about 4.2% of outstanding warrants. Some selling holders acquired shares at prices well below the current $9.62 market price, which could create selling pressure. The company would receive up to approximately $225.6 million from cash exercises of New Terrestrial Warrants and $23.9 million from cash exercises of Legacy Terrestrial Warrants, though such proceeds depend on future warrant exercise decisions.
Terrestrial Energy Inc. filed a Form 8-K reporting a change in its independent registered public accounting firm following its March 28, 2025 business combination with Legacy Terrestrial Energy. On November 21, 2025, the Audit Committee dismissed WithumSmith+Brown, PC, which previously audited HCM II, and approved the engagement of UHY LLP, which had audited Legacy Terrestrial Energy, for the year ended December 31, 2025.
The prior Withum report on HCM II’s 2024 financial statements contained an explanatory paragraph about substantial doubt regarding HCM II’s ability to continue as a going concern and an emphasis of matter related to a restatement to correct a related party footnote. The company states there were no disagreements with Withum and no reportable events, and has filed Withum’s confirming letter as an exhibit.
Terrestrial Energy Inc. filed an amended quarterly report for the period ended September 30, 2025. The amendment is limited to fixing information on the cover page of the original report. It corrects the number of common shares outstanding to 81,771,423 as of November 14, 2025. It also clarifies that, as of that date, there were 24,011,029 additional common shares issuable upon exchange of subsidiary exchangeable shares on a one-for-one basis.
The company also corrected cover page checkboxes that had incorrectly indicated it was a shell company and had not filed all required reports during the prior 12 months. The filing states that Terrestrial Energy ceased being a shell company upon completion of a previously reported merger. No other sections of the original quarterly report are updated, and no financial statements are included in this amendment.
HCM II and Terrestrial Energy are proposing a Business Combination that will domesticate HCM II as a Delaware corporation and rename it New Terrestrial Energy (to be styled Terrestrial Energy Inc.). Under the transaction, HCM II ordinary shares, warrants and units convert into New Terrestrial Common Shares and New Terrestrial Warrants on a one-for-one or fractionated basis, sponsor founder shares and private placement warrants convert as described, and Terrestrial security holders will receive up to 151,970,541 New Terrestrial Common Shares based on an assumed Exchange Ratio of 45.85.
The filing discloses a Trust Account balance of approximately $242,511,057.72, a contemplated PIPE financing (aggregate proceeds up to $50,000,000 subject to offset rights), Sponsor holdings of 5,675,000 New Terrestrial Common Shares and 4,275,000 New Terrestrial Warrants, reimbursable sponsor expenses of approximately $286,003.09, and multiple closing conditions including a VWAP test tied to the VanEck Uranium and Nuclear Energy ETF and a minimum Available Closing SPAC Cash of $150,000,000.