Transaction #3248 · Form 4 · 0001213900-25-104331

Terrestrial Energy Inc. /DE/ · Other acquisition · Common Stock, par value $0.0001 per share

Terrestrial Energy Inc. /DE/ · Transacted October 28, 2025 · Filed October 30, 2025

Original SEC filing ↗

What does this filing report?

An SEC Form 4 filing for Terrestrial Energy Inc. /DE/ records an other acquisition involving Common Stock, par value $0.0001 per share on October 28, 2025. The reported quantity was 5,675,000. The filing date is October 30, 2025. This is one transaction record; amounts are not allocated among any joint reporting owners.

The acquisition category describes how securities were received. It does not by itself establish a cash purchase of common stock. Read the transaction code definitionsand the original filing before interpreting the amounts.

Transaction details

Company CIK
0002019804
Security type
Non-derivative
Acquisition type
Other acquisition · Code J
Quantity acquired
5,675,000
Reported price
Not reported · See footnotes
Reference value
Not reported
Currency
Currency not specified
Ownership
Indirect
Holdings after transaction
5,675,000
Ownership description
See Footnote
SEC acceptance time
Oct 30, 2025, 8:31 PM EDT
10b5-1 indication
Not indicated

Reference value is reported quantity × reported price. It is not a confirmed cash payment or an estimate of a derivative's economic value. A missing currency is not assumed to be USD.

Reporting owners

These are the reporting owners named in the filing. Quantities and amounts are not allocated among co-reporters. Roles reflect this filing, not a current profile.

Company listings

IMSR · NasdaqIMSRW · Nasdaq

This transaction is not mapped to a specific company listing.

Filing footnotes & remarks

F1
Upon closing of the business combination (the "Business Combination") between the Issuer (which was formerly known as HCM II Acquisition Corp. or "HCM II") and Terrestrial Energy Inc. ("Terrestrial") the reporting person acquired these securities in exchange for the reporting person's securities in Terrestrial pursuant to the terms and conditions of the business combination agreement, dated March 26, 2025 and as amended on October 28, 2025, by and among HCM II, Terrestrial and HCM II Merger Sub Inc. (the "BCA"). The reporting person resigned as an officer of HCM II upon the closing of the Business Combination.
F2
Mr. Matthews is the sole managing member of HCM Investor Holdings II, LLC (the "Sponsor"), which is registered owner of these shares and warrants, and Mr. Matthews holds voting and investment power with respect to shares and warrants held of record by the Sponsor.
F3
Upon closing of 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 person acquired these securities in exchange for the reporting person's securities in Legacy Terrestrial pursuant to the terms and conditions of the BCA.
F4
Mr. Matthews is the sole managing member of Hondo Holdings LLC, which is registered owner of these warrants, and Mr. Matthews holds voting and investment power with respect to warrants held of record by Hondo Holdings LLC.

Footnotes are reproduced as plain text from the current source filing. For the full context, read the original SEC filing.

This record was updated Eastern Time. This is the stored record update time, not the transaction date. Report a correction.