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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 21, 2025
TERRESTRIAL ENERGY
INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-42252 |
|
98-1785406 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2730 W. Tyvola Road, Suite 100
Charlotte, NC 28217
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (646) 687-8212
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common Stock, par value $0.0001 per share |
|
IMSR |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one Common Stock at a price of $11.50 per share |
|
IMSRW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
As previously reported, on March 28, 2025, Terrestrial Energy Inc.
(the “Registrant” or the “Company”, formerly known as HCM II Acquisition Corp. (“HCM II”)
prior to the Business Combination described herein) consummated its previously announced business combination (the “Business Combination”)
with the entity formerly known as Terrestrial Energy Inc. and now named Terrestrial Energy Development Inc. (“Legacy Terrestrial
Energy”), pursuant to the terms of that certain Business Combination Agreement (as amended, the “Business Combination
Agreement”) by and among the Company, Legacy Terrestrial Energy, and HCM II Merger Sub Inc., a direct, wholly owned subsidiary
of HCM II (“Merger Sub”). Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into
Legacy Terrestrial Energy, with Legacy Terrestrial Energy as the surviving company and becoming a wholly owned subsidiary of the Registrant
(the “Merger”).
Item 4.01 Changes in Registrant’s Certifying Accountant.
| (a) | Dismissal of independent registered public accounting firm. |
On November 21, 2025, the
Audit Committee approved the dismissal of WithumSmith+Brown, PC (“Withum”), the independent registered public accounting
firm of HCM II prior to the consummation of the Merger, as the independent registered public accounting firm of the Registrant, effective
as of the date of notice to Withum, which was delivered to Withum on Monday, November 24, 2025.
The report of Withum on the
financial statements of HCM II for the year ended December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion, and
was not qualified or modified as to uncertainties, audit scope or accounting principles except for the explanatory paragraph describing
an uncertainty about HCM II’s ability to continue as a going concern. The report of Withum on HCM II’s report on the
financial statements of HCM for the year ended December 31, 2024 included an emphasis of matter paragraph with respect to the restatement
of financial statements to correct the inclusion of a transaction with HCM II’s underwriter in the related party transaction footnote.
During the period from April
4, 2024 (HCM II’s inception) through September 30, 2025 and the subsequent interim period preceding Withum’s dismissal,
there were no (i) disagreements with Withum on any matter of accounting principles or practices, financial statement disclosures or auditing
scope or procedures, which if not resolved to Withum’s satisfaction, would have caused Withum to make reference to the subject matter
of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K under the
Securities Exchange Act of 1935, as amended.
The Registrant has provided
Withum with a copy of the foregoing disclosures and requested that Withum furnish the Registrant with a letter addressed to the Commission
stating whether it agrees with the statements made by the Registrant set forth above. A copy of the letter from Withum, dated November
24, 2025, is filed as Exhibit 16.1 to this Current Report.
| (b) | Disclosures regarding the new independent auditor. |
On November 21, 2025, the Audit Committee approved the engagement of
UHY LLP (“UHY”) as the Registrant’s independent registered public accounting firm to audit the consolidated financial
statements of the Registrant as of and for the year ended December 31, 2025. UHY served as the independent registered public accounting
firm of Legacy Terrestrial Energy prior to the consummation of the Merger. During the period from April 4, 2024 (HCM II’s inception)
to September 30, 2025 and the subsequent interim period through November 21, 2025, HCM II did not consult with UHY with respect
to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that
might be rendered on the financial statements of HCM II, and neither a written report nor oral advice was provided to HCM II that UHY
concluded was an important factor considered by HCM II in reaching a decision as to any accounting, auditing or financial reporting issue,
or (ii) any other matter that was the subject of a disagreement or a reportable event (as defined above).
Item 9.01. Financial Statements and Exhibits.
| Exhibit |
|
Description |
| 16.1 |
|
Letter
from WithumSmith+Brown, PC to the SEC, dated November 24, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: November 24, 2025 |
TERRESTRIAL ENERGY INC. |
| |
|
| |
By: |
/s/ Brian Thrasher |
| |
Name: |
Brian Thrasher |
| |
Title: |
Chief Financial Officer |
