Welcome to our dedicated page for HCM II Acquisition SEC filings (Ticker: HONDW), 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 HCM II Acquisition Corp. (HONDW) SEC filings page aggregates the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. As a blank check company listed on Nasdaq, HCM II Acquisition Corp. submits registration statements, prospectuses, annual and quarterly reports, and current reports that describe its structure, financial reporting and progress toward completing a business combination.
Key filings for HCM II Acquisition Corp. include the registration statement related to its initial public offering of units, which detailed the composition of each unit, the terms of the redeemable warrants and the intended listing of the Class A ordinary shares and warrants under the symbols HOND and HONDW. Another important category of filings consists of its periodic reports, such as annual reports on Form 10-K and quarterly reports on Form 10-Q, which provide financial statements and other required disclosures.
HCM II Acquisition Corp. has also filed a Registration Statement on Form S-4 in connection with its proposed business combination with Terrestrial Energy Inc. This filing, which has been declared effective by the SEC, includes a proxy statement/prospectus that explains the terms of the transaction, information about both companies and the securities to be issued. In addition, current reports on Form 8-K document significant events, such as the company’s determination that certain previously issued financial statements should no longer be relied upon due to an error in a related party transaction disclosure and its intention to restate those financial statements.
On this page, users can access these filings as they become available through EDGAR, and AI-powered summaries can help explain the contents of complex documents such as the Form S-4, Form 10-K, Form 10-Q and Form 8-K. This provides a structured way to review HCM II Acquisition Corp.’s regulatory history and understand the disclosures surrounding its SPAC structure and proposed business combination.
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.
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.
HCM II Acquisition Corp. proposes a business combination to domesticate as Delaware corporation and combine with Terrestrial Energy, creating New Terrestrial Energy. The transaction will convert HCM II securities into New Terrestrial Common Shares and New Terrestrial Warrants, cancel units and adjust holdings per the Domestication and Merger agreements. Key financing includes PIPE subscriptions intended to raise up to $50,000,000 (subject to offset if PIPE investors hold non-redeemed shares). The Sponsor currently holds 5,675,000 New Terrestrial Common Shares via a sponsor conversion and 4,275,000 Private Placement Warrants. Approximately $231,150,000 of net IPO proceeds were placed in the Trust Account. Closing is conditioned on customary regulatory, shareholder and financing conditions, including minimum Available Closing SPAC Cash of $150,000,000 and certain VWAP thresholds tied to the VanEck Uranium and Nuclear Energy ETF and lock-up vesting provisions. The proxy/prospectus discloses potential dilution from convertible notes, warrants, options and contingent value rights and lists extensive risk factors, procedures for public shareholder redemptions and governance changes under proposed Delaware organizational documents.
HCM II Acquisition Corp. proposes a business combination to domesticate as a Delaware corporation and rename as Terrestrial Energy Inc., whereby HCM II will become the sole stockholder of Terrestrial Energy Opco and substantially all assets and operations will be held by Terrestrial Energy Opco and its subsidiaries. The transaction converts HCM II securities into New Terrestrial Common Shares, New Terrestrial Warrants and related instruments, and contemplates PIPE financing and conversion of Sponsor and warrant holdings upon the Domestication and Closing.
Key economic points disclosed include Sponsor conversion of 5,675,000 New Terrestrial Common Shares and 4,275,000 New Terrestrial Warrants, a PIPE financing with gross proceeds target up to $50,000,000 (which may be reduced if PIPE investors offset with Non-Redeemed Shares), trust account proceeds placed at IPO (approx. $231,150,000 referenced) and warrant exercise price of $11.50. Closing conditions include a VWAP test for the VanEck Uranium and Nuclear Energy ETF at $63.00 over a 20-trading-day period and customary corporate and regulatory conditions. The proxy/prospectus contains detailed conversion mechanics, lock-up provisions (VWAP-triggered releases at $15.00 and $20.00), dilution scenarios and numerous risk factors.
Merus Global Investments, LLC reports beneficial ownership of 866,058 Class A ordinary shares of HCM II Acquisition Corp., representing 3.8% of the class based on 23,000,000 shares outstanding as reported by the issuer. The filer states it has sole voting and sole dispositive power over these shares and certifies the shares were not acquired to change or influence control of the issuer. This filing is an amendment to a Schedule 13G and confirms the holder's passive reporting status under the applicable rule.
HCM II Acquisition Corp.'s Class A Ordinary Shares (CUSIP G43658106) are the subject of a joint Schedule 13G/A filed by First Trust entities. First Trust Merger Arbitrage Fund (VARBX) reports 959,283 shares, representing 4.17% of the class, with sole voting and dispositive power. First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC report 1,071,124 shares, representing 4.66%, also with sole voting and dispositive power. The filing states these shares are held in the ordinary course of business and were not acquired to change or influence issuer control; FTCS and Sub GP may be deemed to control FTCM but do not own shares for their own accounts. Signatures on the filing are dated 08/14/2025.