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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Results of Operations and Financial Condition. On May 14, 2026, Terrestrial Energy Inc. announced its financial and operating results for the quarter ended March 31, 2026. 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 “E…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 5, 2026, David Hill informed Terrestrial Energy Inc. (the “Company”) that he was resigning from the Company’s Board of Directors (the “Board”), effective July 1, 2026. Mr. Hill joined the Board in 2014 and his decision to resign from the Board is not the result of any disagreement on any matter relating to the Company’s operations, policie…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Executive Officer Employment Agreements On April 16, 2026, Terrestrial Energy Inc. (the “Company”), through certain wholly owned subsidiaries, entered into new employment agreements with certain of its executive officers. Such new employment agreements replace the prior agreements in place with each officer. Brian Thrasher Brian Thrasher, t…
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 a…
Changes in Registrant’s Certifying Accountant. (a) Dismissal of independent registered public accounting firm. On November 21, 2025, the Audit Committee approved the dismissal of WithumSmith+Brown, PC (“ Withum ”), the independent registered public accounting firm of HCM II prior to the consummation of the Merger, as the independent registered public accounting firm of the Registrant, effective as of the date of notice to Withum, which was delivered to Withum on Monday, November 24, 2025. The…
of this Current Report is incorporated by reference herein. Description of Registrant’s Securities to Be Registered The description of New Terrestrial Energy’s securities is contained in the Proxy Statement/Prospectus in the section titled “ Description of New Terrestrial Energy’s Securities .” The information set forth under
of this Current Report, which is incorporated by reference herein . CEO Transaction Bonus As of October 21, 2025 (the “ Grant Date ”), Legacy Terrestrial Energy and Mr. Irish entered into a Restricted Stock Unit Agreement (“ RSU Agreement ”), pursuant to which Mr. Irish was awarded 22,888 RSUs in Legacy Terrestrial Energy. The RSU Agreement was entered into to recognize the efforts of Mr. Irish in furtherance of completion of the Transactions and to incentivize Mr. Irish to remain employed be…
Entry into a Material Definitive Agreement. Indemnification Agreements In connection with the consummation of the Transactions and as contemplated by the Business Combination Agreement, New Terrestrial Energy entered into indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides for indemnification and advancement by New Terrestrial Energy of certain expenses and costs relating to claims, suits, or proceedings arising from service to…
of this Current Report by reference. A more complete summary of the material provisions of the Business Combination Agreement is included in the Proxy Statement/Prospectus titled “ The Business Combination Proposal ” beginning on page 111, which is incorporated by reference herein. 5 FORM 10 INFORMATION Item 2.01(f) of Form 8-K provides that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act), as HCM II was immediately before the…
Changes in Control of Registrant. The information set forth above under the Introductory Note and
Material Modification to Rights of Security Holders. On October 23, 2025, in connection with the Domestication, HCM II filed the Certificate of Incorporation with the Secretary of State of the State of Delaware. The material terms of the Certificate of Incorporation and HCM II’s bylaws (as amended from time to time, the “ Bylaws ”) and the general effect upon the rights of holders of HCM II’s capital stock are discussed in the Proxy Statement/Prospectus in the sections titled “ The Domesticat…
by reference. On October 23, 2025, in connection with the Domestication, HCM II filed the Certificate of Incorporation with the Secretary of State of the State of Delaware and adopted its new bylaws (the “Bylaws”). The material terms of the Certificate of Incorporation and the Bylaws, the general effect upon the rights of holders of HCM II’s securities and the terms of the New Terrestrial Common Share and warrants are discussed in the Proxy Statement/Prospectus in the sections titled “The Dom…
Other Events The Merger was consummated on October 28, 2025. New Terrestrial Common Shares and New Terrestrial Warrants began trading on Nasdaq under the symbols “IMSR” and “IMSRW,” respectively, on October 29, 2025. In connection with the Domestication, the name of the Registrant was changed from “HCM II Acquisition Corp.” to “Terrestrial Energy Inc.” The Registrant will file a Form 8-K with additional information regarding the Closing of the Merger within the period prescribed for such form.
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. On October 20, 2025, the Company issued a press release announcing the approval of…
Other Events. On September 29, 2025, HCM II Acquisition Corp. (“HCM II”) and Terrestrial Energy Inc. (“Terrestrial Energy” or the “Company”) jointly announced that the U.S. Securities and Exchange Commission (the “SEC”) declared effective the Registration Statement on Form S-4, as amended (the “Registration Statement”), filed in connection with the previously announced proposed business combination (the “Business Combination”) between HCM II and Terrestrial Energy. A copy of the press release…
with WithumSmith+Brown, PC, the Company’s independent accounting registered public firm. At this time, the Company does not have an estimate of when all efforts will be completed and when the 2024 Form 10-K/A and 2025 Form 10-Q/A will be filed. Forward-Looking Statements This report may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking…
by reference is the investor presentation HCM II and the Company have prepared for use in connection with the Business Combination. The information in this Item 7.01, including Exhibit 99.1 and 99.2 is furnished and will 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 liabilities under that section, and will not be deemed to be incorporated by reference into the filings of HCM II under the Secu…
Unregistered Sales of Equity Securities. The disclosure set forth above in
Entry into a Material Definitive Agreement. Business Combination Agreement On Marc h 26, 2025 (the “ Signing Date ”), HCM II Acquisition Corp, a Cayman Islands exempted company (which will transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“ HCM II ”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Business Combination…
Other Events. Sponsor Lock-Up Agreement At the Closing, the Sponsor will enter into a lock-up agreement (the “ Sponsor Lock-Up Agreement ”), pursuant to which shares of Domesticated Common Stock the Sponsor received upon conversion of its Class A Ordinary Shares (following the Sponsor Share Conversion) in connection with the Domestication (the “ Sponsor Lock-Up Shares ”) and Domesticated Warrants received upon conversion of private placement warrants in connection with the Domestication (the…
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