Major Terrestrial Energy (IMSR) holder reports stock and warrant stakes
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
Sella Roberto Marco
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Warrants to purchase shares of Common Stock | -- | -- | -- |
| holding | Warrants to purchase shares of Common Stock | -- | -- | -- |
| holding | Warrants to purchase shares of Common Stock | -- | -- | -- |
| holding | Warrants to purchase shares of Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Warrants to purchase shares of Common Stock — 539,117 shares (Direct);
Warrants to purchase shares of Common Stock — 223,515 shares (Indirect, See footnote);
Common Stock — 180,316 shares (Direct);
Common Stock — 12,244,088 shares (Indirect, See footnote)
Footnotes (1)
- Upon closing of the business combination (the "Business Combination") between Terrestrial Energy Inc., a Delaware corporation formerly known as HCM II Acquisition Corp. ("New Terrestrial"), and Terrestrial Energy Development Inc., a Delaware corporation formerly known as Terrestrial Energy Inc. ("Legacy Terrestrial"), the reporting persons acquired these securities in exchange for the reporting person's securities in Legacy Terrestrial pursuant to the terms and conditions of the Business Combination Agreement, dated as of March 26, 2025, by and among HCM II Acquisition Corp., HCM II Merger Sub Inc. and Legacy Terrestrial. Represents securities jointly held by the reporting person and the reporting person's spouse. The reporting person disclaims beneficial ownership of the securities held jointly with his spouse except to the extent of his pecuniary interest therein Represents securities held by Roberto M. Sella 2012 Family Trust (the "Trust"), of which the reporting person is the trustee. The reporting person may be deemed to have voting and dispositive power over the shares held by the Trust. The reporting person disclaims beneficial ownership of the securities held by the Trust except to the extent of his pecuniary interest therein. Represents securities held by LL Charitable Foundation (the "Foundation"), of which the reporting person is the president. The reporting person may be deemed to have voting and dispositive power over the shares held by the Foundation. The reporting person disclaims beneficial ownership of the securities held by the Foundation except to the extent of his pecuniary interest therein.
FAQ
What does Terrestrial Energy Inc. (IMSR) disclose in this Form 3?
The Form 3 discloses that Sella Roberto Marco, a more than 10% owner of Terrestrial Energy Inc., reports his initial beneficial ownership of common stock and warrants as of 10/29/2025, largely arising from a business combination where his prior holdings were exchanged into the new entity.
What warrant positions in Terrestrial Energy (IMSR) does this Form 3 show?
The Form 3 lists several warrants to purchase common stock with an exercise price of $2.24 per share and an expiration date of 07/31/2028, some held directly and others held indirectly through the family trust and charitable foundation, as well as an additional series exercisable from 02/21/2025 through 07/31/2028 via the foundation.
How did Sella Roberto Marco acquire his Terrestrial Energy (IMSR) securities?
According to the footnotes, the securities were acquired upon closing of a business combination between the current Terrestrial Energy Inc. entity and Terrestrial Energy Development Inc., in which his securities in the legacy company were exchanged under a Business Combination Agreement dated March 26, 2025.
Does this Terrestrial Energy (IMSR) Form 3 report any new insider buying or selling?
No specific transactions are reported; the Form 3 functions as an initial statement of holdings, listing common stock and warrant positions following the completion of the business combination, rather than new purchases or sales on the reported date.