Terrestrial Energy 2025 loss widens after $292M raise
Terrestrial Energy Inc. reported a larger net loss for 2025 while dramatically strengthening its balance sheet following a major capital raise and business combination.
Rhea-AI Filing Summary
Terrestrial Energy Inc. reported a larger net loss for 2025 while dramatically strengthening its balance sheet following a major capital raise and business combination. For the year ended December 31, 2025, the company posted a net loss of $28,016,641 versus $11,485,410 in 2024, with no revenue compared to $248,357 a year earlier, reflecting higher research and development and general and administrative spending.
Cash and cash equivalents rose to $97,164,391 from $3,021,795, and short-term investments reached $200,626,281, driven by financing activities including a completed business combination that raised approximately $292 million in gross proceeds. Total assets increased to $302,980,424, stockholders’ equity swung from a deficit of $(13,490,552) to positive equity of $295,406,242, and weighted-average basic and diluted loss per share was $(0.39) on 71.6 million shares. The company highlights regulatory, fuel supply and project development progress for its Integral Molten Salt Reactor and plans to advance clearly defined milestones into 2026.
Positive
- Balance sheet transformed with major capital raise: Total assets rose to $302,980,424 from $5,331,604, stockholders’ equity swung from a $(13,490,552) deficit to $295,406,242, and a completed business combination raised approximately $292 million in gross proceeds.
- Strong liquidity to fund development: Year-end 2025 cash and cash equivalents of $97,164,391 plus short-term investments of $200,626,281 provide substantial resources to advance IMSR regulatory, fuel and project initiatives.
Negative
- Losses widened with no 2025 revenue: Revenue declined to $0 from $248,357 in 2024, while higher operating expenses led to a larger net loss of $28,016,641 versus $11,485,410, and loss per share increased to $(0.39).
Insights
Massive 2025 recapitalization funds IMSR development despite widening losses.
Terrestrial Energy shifted from a small private-style balance sheet to a well-capitalized public-company profile in 2025. A completed business combination and related financings raised about $292 million in gross proceeds, with total financing cash inflows of $311.4 million. Total assets climbed to $303.0 million, and equity turned positive at $295.4 million.
The operating picture remains early-stage. Revenue fell to $0 from $248,357, while research and development plus general and administrative expenses more than doubled, driving the net loss to $28.0 million versus $11.5 million. Basic and diluted loss per share widened to $(0.39).
The strengthened cash position—cash of $97.2 million and short-term investments of $200.6 million at year-end—plus elimination of convertible notes provides runway to pursue regulatory approvals, fuel-line pilots, and project development. Future company filings can show how quickly this capital converts into commercial IMSR deployment progress and whether operating losses scale in line with development milestones.
8-K Event Classification
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act
Title of each class | | Trading | | Name of each exchange |
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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
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.
Item 2.02. Results of Operations and Financial Condition.
On March 30, 2026, Terrestrial Energy Inc. announced its financial and operating results for the year and quarter ended December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information set forth under this Item 2.02, including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit | | Description |
99.1 | Press Release issued by Terrestrial Energy Inc., dated March 30, 2026 | |
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: March 30, 2026 | TERRESTRIAL ENERGY INC. | |
|
| |
| By: | /s/ Brian Thrasher |
| Name: | Brian Thrasher |
| Title: | Chief Financial Officer |
Exhibit 99.1
Terrestrial Energy Announces Fourth Quarter and Full Year 2025 Results
Texas A&M University selected commercial IMSR plant for deployment at RELLIS campus
U.S. Department of Energy selected both Terrestrial Energy reactor pilot and fuel-line pilot projects for advanced reactor programs
NRC Accepted IMSR Principal Design Criteria Including Inherent Reactor Control Mechanisms
Completed business combination, raising approximately $292 million in gross proceeds
CHARLOTTE, N.C. – March 30, 2026 – Terrestrial Energy Inc. (NASDAQ: IMSR) (“Terrestrial Energy” or “the Company”), a developer of small modular nuclear power plants using its Generation IV Integral Molten Salt Reactor (IMSR) technology, today announced its financial results for the fourth quarter and full year ended December 31, 2025.
“The Company made strong progress in 2025 in key areas, regulatory readiness, fuel supply development, and IMSR plant project development from engagements with deployment partners and government stakeholders,” said Simon Irish, CEO of Terrestrial Energy. “We continue into 2026 with the objective to advance with clearly defined development steps and milestones, and from aligning key program elements into a coordinated pathway to deploy IMSR plants at scale and delivering reliable, clean, firm energy to industrial markets.”
Fourth Quarter and Full Year 2025 Highlights:
| ● | Texas A&M University, supported by expertise in its nuclear engineering faculty, selected Terrestrial Energy to site a full-sized commercial IMSR Plant at its RELLIS campus following a competitive and sector-wide evaluation process. This selection positions the RELLIS campus project among the first commercial Generation IV reactor deployments on the ERCOT grid and provides an impressive platform to accelerate IMSR Plant development to commercial operations. |
| ● | The Company expanded commercial reach and ability to execute at greater scale across the United States from collaboration with Ameresco, Inc. (NYSE: AMRC), a leading energy solutions provider with strong federal procurement capabilities. This collaboration expands access to new opportunities, supports site identification and IMSR Plant project development, particularly projects benefiting from the IMSR Plant’s customization capabilities. These include integration with other energy systems, such as natural gas, for early commercial operation and improved supply resilience, which strengthens Terrestrial Energy’s ability to deliver competitive solutions for data center energy supply. |
| ● | The U.S. Nuclear Regulatory Commission (NRC) completed its safety evaluation and accepts Terrestrial Energy’s Topical Report submission on IMSR Principal Design Criteria, which includes its mechanism for inherent reactor power control, important for load following commercial applications. This is an important step forward in licensing readiness for IMSR plant construction and operation. |
| ● | IMSR technology and the Company’s fuel strategy for commercial use received strong validation from the U.S. Department of Energy (DOE) when Terrestrial Energy received two “OTA” awards, one from each of its pilot programs. The first from the DOE’s Advanced Reactor Pilot Program, which supports quick execution of the TETRA project – the Terrestrial Energy Test Reactor Assembly project. The second was from the DOE’s Fuel Line Pilot Program, which supports the Company’s schedule for completion of Fuel Line Assembly project, TEFLA, the antecedent to Terrestrial Energy’s commercial plant for IMSR Plant fuel supply. Together, these two projects provide an accelerated pathway for IMSR Plant licensing, commercial operation and fuel supply. |
| ● | Terrestrial Energy entered the concluding phase of its reactor graphite irradiation and supplier selection program at NRG PALLAS’ High Flux Reactor in Petten, the Netherlands. These irradiation tests, conducted in one of the world’s most powerful test reactors, represent a key step in supplier selection and graphite grade qualification required for IMSR Plant licensing and operation. |
| ● | The Company successfully completed its business combination with HCM II Acquisition Corp, raising more than $292 million in gross proceeds, and began trading with a strengthened balance sheet on the Nasdaq under the ticker symbol IMSR. |
| ● | Terrestrial Energy announced a manufacturing and supply contract with Westinghouse, strengthening supply-chain readiness, and the company enhanced its senior leadership team to support U.S. commercialization efforts and deepen engagement with federal stakeholders. |
Performance, Liquidity and Capital Structure:
| ● | The Company reports a $28 million Net Loss for 2025, representing a $17 million increase from the prior year. The increase is attributable to: |
| o | A $5 million increase in R&D as the Company expanded materials testing and progressed graphite qualification work. |
| o | A $10 million increase in G&A due to increased legal and accounting fees, personnel- related expenses and stock-based compensation. |
| o | A $2 million increase in interest expense due to higher debt balances and amortization of debt discount. |
| ● | As of December 31, 2025, the Company held approximately $298 million in cash and short-term investments. |
| ● | As of December 31, 2025, 105.8 million shares were issued and outstanding. This consisted of approximately 81.8 million common shares and 24.0 million exchangeable shares, exchangeable into common shares on a one-for-one basis at the option of the holder. |
2026 Outlook:
| ● | The Company will provide an update on expected 2026 milestones, including commercial, regulatory and development progress, during the earnings call. |
Conference Call and Webcast
Terrestrial Energy will host a conference call today at 8:30 a.m. Eastern Time to discuss the Company’s financial results. The live webcast of the conference call and accompanying presentation materials can be accessed through Terrestrial Energy’s website at ir.terrestrialenergy.com. For those unable to access the webcast, the conference call can be accessed by dialing (877) 407-0779 (domestic) or +1 (201) 389-0914 (international) and requesting the Terrestrial Energy Fourth-Quarter 2025 Earnings Conference Call. For those unable to listen to the live conference call, a replay will be available after the call through the archived webcast in the Events section of Terrestrial Energy’s investor relations website or by dialing (844) 512-2921 or (412) 317-6671. The access code for the replay is 13759061. The replay will be available until 11:59 PM ET on April 13th, 2026.
About Terrestrial Energy
Terrestrial Energy is a developer of Generation IV nuclear plants that use its proprietary Integral Molten Salt Reactor (IMSR). The IMSR captures the transformative operating benefits of molten salt reactor technology in a plant design that represents true innovation in capital efficiency, cost reduction, versatility and functionality of nuclear energy supply. IMSR plants are designed to be small and modular for distributed supply of low-cost, reliable, dispatchable, clean, high-temperature industrial heat and electricity and to be customized for a dual-use energy role relevant to many industrial applications, such as petrochemical and chemical synthesis and data center operation. In so doing, IMSR plants extend the application of nuclear energy far beyond electric power markets. Their deployment will support the rapid growth of clean firm heat and power, delivering energy self-reliance, grid reliability and economic growth. Terrestrial Energy uses an innovative plant design together with proven and demonstrated molten salt reactor technology and readily-available and inexpensive standard-assay low-enriched uranium in its fuel for a nuclear plant with a unique set of operating characteristics and compelling transformative commercial potential. Terrestrial Energy is engaged with regulators, suppliers, industrial partners and energy end-users to build, license and commission the first IMSR plants in the early 2030s.
Forward-Looking Statements
The statements contained in this press release that are not purely historical are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our expectations, milestones, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that we have anticipated. These forward-looking statements speak only as of the date of this press release and involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to differ materially from those expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) risks related to the development, manufacturing and construction of IMSR Plants and key components, including potential delays, cost overruns and contractor performance issues; (2) the Company’s ability to obtain applicable regulatory approvals and licenses on a timely basis or at all; (3) the ability of management to manage growth; (4) the possibility that the Company may be adversely affected by other economic, business and/or competitive factors, including from alternative energy technologies, energy price volatility and competition from other advanced reactor developers; (5) potential supply chain constraints and cost inflation for specialized nuclear-grade materials and components; (6) any failure to comply with the laws and regulations governing the use, transportation and disposal of toxic, hazardous and/or radioactive materials; (7) changes in domestic and foreign business, market, financial and political conditions and in applicable laws and regulations, including tariffs; (8) the ability to raise additional funding in the future; (9) the outcome of any legal proceedings that may be instituted against the Company; and (10) other risk factors described herein as well as the risk factors and uncertainties described in the documents filed by the Company from time to time with the U.S. Securities and Exchange Commission (the “SEC”).
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing risk factors and the other risks and uncertainties described in the documents filed by the Company from time to time with the SEC. In addition, there may be additional risks that the Company presently knows, or that it currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this press release should be regarded as a representation or warranty, either express or implied, by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made.
The information contained in this press release is provided as of the date hereof and may change and the Company and its representatives and affiliates specifically disclaim any obligation to and do not intend to, update or revise any forward-looking statements, whether as a result of new information, inaccuracies, future events or otherwise, except as may be required under applicable securities laws. Information contained on our website is not a part of or incorporated into this press release.
The Company and its affiliates, officers, employees and agents make no representation or warranty, express or implied, as to the accuracy, completeness, or reliability of the information contained in this press release and expressly disclaim any liability for any errors, omissions, or reliance on such information.
This press release may contain references to trademarks, service marks and trade names belonging to the Company or other entities. Solely for convenience, such trademarks, service marks and trade names
may appear in this press release without the ®, ™, or ℠ symbols, but such references are not intended to indicate, in any way, that the Company or applicable licensor will not assert, to the fullest extent under applicable law, its rights to these marks.
Terrestrial Energy Investor Center:
https://www.terrestrialenergy.com/investors
Terrestrial Energy Media & Investor Contact:
media@terrestrialenergy.com
investor@terrestrialenergy.com
Terrestrial Energy Inc.
Consolidated Balance Sheets
(Expressed in U.S. Dollars)
| | December 31, | ||||
| | 2025 | | 2024 | ||
ASSETS | | | | | ||
Current assets | | | | | | |
Cash and cash equivalents | | $ | 97,164,391 | | $ | 3,021,795 |
Short-term investments | | | 200,626,281 | | | — |
Prepaid expenses and other current assets | | | 1,769,264 | | | 270,091 |
Total current assets | | | 299,559,936 | | | 3,291,886 |
| | | | | | |
Property and equipment, net | | | 834,795 | | | 770,548 |
Intangible assets, net | | | 707,749 | | | 616,972 |
Right-of-use assets | | | 1,814,333 | | | 622,450 |
Other assets | | | 63,611 | | | 29,748 |
Total Assets | | $ | 302,980,424 | | $ | 5,331,604 |
| | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | |
Current liabilities | | | | | | |
Accounts payable and accrued expenses | | $ | 5,500,946 | | $ | 748,867 |
Operating lease liabilities, current | | | 383,223 | | | 114,507 |
Finance lease liabilities, current | | | 33,362 | | | 140,796 |
Related party advance | | | — | | | 100,000 |
Total current liabilities | | | 5,917,531 | | | 1,104,170 |
| | | | | | |
Convertible notes, net of debt discount | | | — | | | 13,708,832 |
Accrued interest on convertible notes | | | — | | | 266,554 |
Convertible notes, net of debt discount – related parties | | | — | | | 2,371,994 |
Accrued interest on convertible notes – related parties | | | — | | | 57,116 |
Operating lease liabilities, noncurrent | | | 1,600,672 | | | 598,493 |
Finance lease liabilities, noncurrent | | | 55,979 | | | 49,044 |
Deferred tax liabilities, net | | | — | | | 665,953 |
Total liabilities | | | 7,574,182 | | | 18,822,156 |
| | | | | | |
Commitments and Contingencies | | | | | | |
| | | | | | |
Stockholders’ Equity (Deficit) | | | | | | |
Common shares, $0.0001 par value; 500,000,000 authorized shares; 81,771,422 and 39,159,901 shares issued and outstanding as of December 31, 2025 and 2024, respectively | | | 8,177 | | | 3,916 |
Exchangeable shares, $0.0001 par value; 24,011,017 shares issued and outstanding as of December 31, 2025 and December 31, 2024 | | | 2,401 | | | 2,401 |
Additional paid-in-capital | | | 418,814,641 | | | 82,774,184 |
Accumulated deficit | | | (124,624,883) | | | (96,608,242) |
Accumulated other comprehensive income | | | 1,205,906 | | | 337,189 |
Total stockholders’ equity (deficit) | | | 295,406,242 | | | (13,490,552) |
Total liabilities and stockholders’ equity (deficit) | | $ | 302,980,424 | | $ | 5,331,604 |
Terrestrial Energy Inc.
Consolidated Statements of Operations and Comprehensive Loss
For the years ended December 31, 2025 and 2024
(Expressed in U.S. Dollars)
| | 2025 | | 2024 | ||
REVENUE | | | | | ||
Engineering services revenue | | $ | — | | $ | 248,357 |
TOTAL REVENUE | | | — | | | 248,357 |
| | | | | | |
OPERATING EXPENSES | | | | | | |
Research and development costs | | | 9,767,996 | | | 5,176,932 |
General and administrative | | | 14,266,775 | | | 4,168,576 |
Depreciation and amortization | | | 1,161,704 | | | 1,256,391 |
Total Operating Expenses | | | 25,196,475 | | | 10,601,899 |
OPERATING LOSS | | | (25,196,475) | | | (10,353,542) |
| | | | | | |
OTHER (EXPENSE) INCOME | | | | | | |
Government grants | | | 323,496 | | | 708,004 |
Interest expense | | | (3,900,997) | | | (1,223,929) |
Interest expense – related party | | | (438,214) | | | (88,906) |
Loss on extinguishment of debt | | | — | | | (1,183,289) |
Interest and dividend income | | | 1,270,713 | | | 59,860 |
Foreign exchange gain (loss) | | | (57,214) | | | 617,357 |
OTHER (EXPENSE) INCOME | | | (2,802,216) | | | (1,110,903) |
| | | | | | |
Net loss before income tax | | | (27,998,691) | | | (11,464,445) |
Income tax expense | | | (17,950) | | | (20,965) |
Net loss | | | (28,016,641) | | | (11,485,410) |
| | | | | | |
Loss per common share, basic and diluted | | $ | (0.39) | | $ | (0.19) |
Weighted-Average Shares of Common Shares Outstanding, Basic and diluted | | | 71,646,985 | | | 60,414,175 |
| | | | | | |
Net loss | | $ | (28,016,641) | | $ | (11,485,410) |
Other comprehensive (loss) income net of tax: | | | | | | |
Foreign currency translation adjustments | | | (260,731) | | | 395,525 |
Change in unrealized gains on short-term investments | | | 1,129,448 | | | — |
Comprehensive loss | | $ | (27,147,924) | | $ | (11,089,885) |
Terrestrial Energy Inc.
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the years ended December 31, 2025 and 2024
(Expressed in U.S. Dollars)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accumulated | | | | | Terrestrial | | | | | | | ||
| | | | | | | | | | | | Preferred Exchangeable | | Common Exchangeable | | Exchangeable | | Additional | | Other | | | | | Energy Inc. | | Attributable to | | | | ||||||||||||
| | Preferred Shares | | Common Shares | | Shares | | Shares | | Shares | | Paid-In- | | Comprehensive | | Accumulated | | Stockholders' | | Non-Controlling | | | | |||||||||||||||||||
| | Shares* | | Amount* | | Shares* | | Amount* | | Shares* | | Amount* | | Shares* | | Amount* | | Shares | | Amount | | Capital | | Income (Loss) | | Deficit | | Equity (Deficit) | | Interest | | Total | ||||||||||
Balance, January 1, 2024, as previously reported | | 137,672 | | | 138 | | 675,281 | | | 675 | | 6,200 | | | 6 | | 530,924 | | | 531 | | — | | | — | | 79,769,519 | | | (58,336) | | | (85,122,832) | | | (5,410,299) | | | 534,611 | | | (4,875,688) |
Retrospective application of recapitalization (Note 3) |
| (137,672) |
| | (138) |
| 35,666,101 |
| | 2,959 |
| (6,200) |
| | (6) |
| (530,924) |
| | (531) |
| 24,011,017 |
| | 2,401 |
| (4,685) |
| | — |
| | — |
| | — |
| | — |
| | — |
Adjusted balance - January 1, 2024 |
| — | | $ | — | | 36,341,382 |
| $ | 3,634 | | — |
| $ | — | | — | | $ | — | | 24,011,017 | | $ | 2,401 | | 79,764,834 |
| $ | (58,336) |
| $ | (85,122,832) |
| $ | (5,410,299) |
| $ | 534,611 |
| $ | (4,875,688) |
Stock-based compensation |
| — | |
| — | | — |
| | — | | — |
| | — | | — | |
| — | | — | |
| — | | 670,243 |
| | — |
| | — |
| | 670,243 |
| | — |
| | 670,243 |
Acquisition of non-controlling interest |
| — | |
| — | | 2,818,520 |
| | 282 | | — |
| | — | | — | |
| — | | — | |
| — | | 534,329 |
| | — |
| | — |
| | 534,611 |
| | (534,611) |
| | — |
Issuance of warrants in connection with convertible notes, net of tax |
| — | |
| — | | — |
| | — | | — |
| | — | | — | |
| — | | — | |
| — | | 2,006,982 |
| | — |
| | — |
| | 2,006,982 |
| | — |
| | 2,006,982 |
Loss on extinguishment of debt from related parties |
| — | |
| — | | — |
| | — | | — |
| | — | | — | |
| — | | — | |
| — | | (202,204) |
| | — |
| | — |
| | (202,204) |
| | — |
| | (202,204) |
Currency translation adjustments |
| — | |
| — | | — |
| | — | | — |
| | — | | — | |
| — | | — | |
| — | | — |
| | 395,525 |
| | — |
| | 395,525 |
| | — |
| | 395,525 |
Net loss |
| — | |
| — | | — |
| | — | | — |
| | — | | — | |
| — | | — | |
| — | | — |
| | — |
| | (11,485,410) |
| | (11,485,410) |
| | — |
| | (11,485,410) |
Balance, December 31, 2024 |
| — | | $ | — | | 39,159,901 |
| $ | 3,916 | | — |
| $ | — | | — | | $ | — | | 24,011,017 | | $ | 2,401 | | 82,774,184 |
| $ | 337,189 |
| $ | (96,608,242) |
| $ | (13,490,552) |
| $ | — |
| $ | (13,490,552) |
Stock-based compensation |
| — | |
| — | | — |
| | — | | — |
| | — | | — | |
| — | | — | |
| — | | 3,103,702 |
| | — |
| | — |
| | 3,103,702 |
| | — |
| | 3,103,702 |
Issuance of Series A-1 preferred shares for cash* |
| — | |
| — | | 2,812,708 |
| | 282 | | — |
| | — | | — | |
| — | | — | |
| — | | 25,796,919 |
| | — |
| | — |
| | 25,797,201 |
| | — |
| | 25,797,201 |
Issuance of warrants in connection with convertible notes, net of tax |
| — | |
| — | | — |
| | — | | — |
| | — | | — | |
| — | | — | |
| — | | 2,594,531 |
| | — |
| | — |
| | 2,594,531 |
| | — |
| | 2,594,531 |
Shares issued upon exercise of warrants |
| — | |
| — | | 2,011,632 |
| | 201 | | — |
| | — | | — | |
| — | | — | |
| — | | 4,499,799 |
| | — |
| | — |
| | 4,500,000 |
| | — |
| | 4,500,000 |
Shares issued upon exercise of options |
| — | |
| — | | 67,054 |
| | 7 | | — |
| | — | | — | |
| — | | — | |
| — | | 129 |
| | — |
| | — |
| | 136 |
| | — |
| | 136 |
Merger financing |
| — | |
| — | | 28,742,610 |
| | 2,874 | | — |
| | — | | — | |
| — | | — | |
| — | | 243,064,103 |
| | — |
| | — |
| | 243,066,977 |
| | — |
| | 243,066,977 |
Transaction costs |
| — | |
| — | | — |
| | — | | — |
| | — | | — | |
| — | | — | |
| — | | (22,305,729) |
| | — |
| | — |
| | (22,305,729) |
| | — |
| | (22,305,729) |
Conversion of convertible notes to Common Shares |
| — | |
| — | | 3,977,517 |
| | 397 | | — |
| | — | | — | |
| — | | — | |
| — | | 29,787,503 |
| | — |
| | — |
| | 29,787,900 |
| | — |
| | 29,787,900 |
Issuance of shares to PIPE investors |
| — | |
| — | | 5,000,000 |
| | 500 | | — |
| | — | | — | |
| — | | — | |
| — | | 49,499,500 |
| | — |
| | — |
| | 49,500,000 |
| | — |
| | 49,500,000 |
Currency translation adjustments |
| — | |
| — | | — |
| | — | | — |
| | — | | — | |
| — | | — | |
| — | | — |
| | (260,731) |
| | — |
| | (260,731) |
| | — |
| | (260,731) |
Change in unrealized gains on short-term investments |
| — | |
| — | | — |
| | — | | — |
| | — | | — | |
| — | | — | |
| — | | — |
| | 1,129,448 |
| | — |
| | 1,129,448 |
| | — |
| | 1,129,448 |
Net loss |
| — | |
| — | | — |
| | — | | — |
| | — | | — | |
| — | | — | |
| — | | — |
| | — |
| | (28,016,641) |
| | (28,016,641) |
| | — |
| | (28,016,641) |
Balance, December 31, 2025 |
| — | | $ | — | | 81,771,422 | | $ | 8,177 | | — | | $ | — | | — | | $ | — | | 24,011,017 | | $ | 2,401 | | 418,814,641 | | $ | 1,205,906 | | $ | (124,624,883) | | $ | 295,406,242 | | $ | — |
| $ | 295,406,242 |
* Share amounts have been retroactively restated to give effect to the Business Combination.
Terrestrial Energy Inc.
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in U.S. Dollars)
| | 2025 | | 2024 | ||
Cash flows from operating activities | | | | | | |
Net loss | | $ | (28,016,641) | | $ | (11,485,410) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | |
Depreciation and amortization | | | 1,161,704 | | | 1,256,391 |
Loss on extinguishment of debt | | | — | | | 1,183,289 |
Amortization of debt discount | | | 2,137,984 | | | 802,573 |
Stock-based compensation | | | 3,103,702 | | | 670,243 |
Unrealized foreign currency transaction gain | | | (807,193) | | | (812,849) |
Noncash lease expense | | | 471,362 | | | 152,086 |
Deferred income taxes | | | 15,401 | | | (15,401) |
Changes in operating assets and liabilities | | | | | | |
Accounts receivable | | | — | | | 19,163 |
Prepaid expenses and other current assets | | | (1,750,631) | | | 166,315 |
Accounts payable and accrued expenses | | | 5,366,309 | | | (196,299) |
Accrued interest | | | 1,847,554 | | | 152,571 |
Accrued interest - related party | | | 326,047 | | | 37,848 |
Operating lease payments | | | (328,510) | | | (133,454) |
Net cash used in operating activities | | | (16,472,912) | | | (8,202,934) |
| | | | | | |
Cash flows from investing activities | | | | | | |
Purchases of intangible assets | | | (86,150) | | | (54,404) |
Purchases of property and equipment | | | (1,055,307) | | | (607,866) |
Purchase of short-term investments | | | (199,496,832) | | | — |
Net cash used in investing activities | | | (200,638,289) | | | (662,270) |
| | | | | | |
Cash flows from financing activities | | | | | | |
Proceeds from issuance of convertible notes | | | 9,335,000 | | | 6,563,000 |
Proceeds from issuance of convertible notes – related parties | | | 1,650,000 | | | 650,000 |
Proceeds from Series A-1 preferred shares issuance | | | 25,797,201 | | | — |
Proceeds from the exercise of stock options for common shares | | | 136 | | | — |
Proceeds from warrant exercise for common shares | | | 4,500,000 | | | — |
Proceeds from issuance of shares to PIPE investors | | | 49,500,000 | | | — |
Proceeds from merger financing | | | 243,066,977 | | | — |
Payment of merger and recapitalization related transaction costs | | | (22,305,729) | | | — |
Proceeds from related party advances | | | — | | | 100,000 |
Repayment of finance lease liabilities | | | (149,138) | | | (58,732) |
Net cash provided by financing activities | | | 311,394,447 | | | 7,254,268 |
| | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | (140,650) | | | 32,201 |
| | | | | | |
Increase (decrease) in cash and cash equivalents during the year | | | 94,142,596 | | | (1,578,735) |
Cash and cash equivalents, beginning of year | | | 3,021,795 | | | 4,600,530 |
Cash and cash equivalents, end of year | | $ | 97,164,391 | | $ | 3,021,795 |
| | | | | | |
Supplemental cash flow information | | | | | | |
Interest paid | | $ | — | | $ | 514,431 |
| | | | | | |
Supplemental noncash investing and financing activities | | | | | | |
Conversion of convertible notes to common shares | | $ | 29,787,900 | | $ | — |
Initial recognition of finance leases | | $ | 42,590 | | $ | — |
Recognition of warrants in connection with convertible notes, net of tax | | $ | 2,594,531 | | $ | 2,006,982 |
Related party debt extinguishment | | $ | — | | $ | 202,204 |
Acquisition of non-controlling interest | | $ | — | | $ | 534,611 |