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. 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. 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. 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 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 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.
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.
LMR Investment Managers and principals Ben Levine and Stefan Renold report aggregate beneficial ownership of 941,287 Class A Ordinary Shares of HCM II Acquisition Corp., representing approximately 4.1% of the 23,000,000 Class A shares outstanding. The shares are directly held by two master funds: LMR Multi-Strategy Master Fund (590,644 shares, ~2.6%) and LMR CCSA Master Fund (350,643 shares, ~1.5%). The filing discloses shared voting and dispositive power over all 941,287 shares and no sole voting or dispositive power. The holders certify the positions were acquired in the ordinary course of business and are not intended to change or influence control of the issuer.
Schedule 13G/A summary: AQR Capital affiliates report beneficial ownership of 1,449 Class A Ordinary Shares of HCM II Acquisition Corp, which the filing states represents 0.01% of the class. All reported shares are listed with shared voting and shared dispositive power; each AQR reporting entity shows 0 sole voting and 0 sole dispositive power. The filing states these securities are held in the ordinary course of business and not for the purpose of influencing control. The filing discloses parent/subsidiary relationships among the AQR entities for transparency.
HCM II Acquisition Corp. (a blank check company) reported net income of $1.29 million for the six months ended June 30, 2025, driven primarily by $4.94 million of interest income on proceeds from its August 2024 initial public offering. The company holds $240.13 million in a trust account and recorded gross IPO proceeds of $230 million with $10.72 million of deferred underwriting fees held for the business combination.
The company entered into a Business Combination Agreement to merge with Terrestrial Energy Inc., with consideration linked to an aggregate reference value of $925 million and an expected closing in the fourth quarter of 2025. The company also has PIPE commitments to issue 5,000,000 shares at $10.00 per share and a forward purchase agreement with a derivative liability recorded at $1,057,124. Liquidity constraints are noted: operating cash was $124,083 and a $2.19 million working capital deficit, and management disclosed substantial doubt about going concern absent additional financing or a completed business combination.