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    Amendment: HCM II Acquisition Corp. filed SEC Form 8-K: Financial Statements and Exhibits

    11/14/25 4:52:53 PM ET
    $HOND
    Get the next $HOND alert in real time by email
    false 0002019804 0002019804 2025-10-28 2025-10-28 0002019804 IMSR:CommonStockParValue0.0001PerShareMember 2025-10-28 2025-10-28 0002019804 IMSR:RedeemableWarrantsEachWholeWarrantExercisableForOneCommonStockAtPriceOf11.50PerShareMember 2025-10-28 2025-10-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549

     

    FORM 8-K/A

    (Amendment No. 1)

     

    CURRENT REPORT

     

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): October 28, 2025

     

    TERRESTRIAL ENERGY INC.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-42252   98-1785406
    (State or other jurisdiction
    of incorporation)
      (Commission File Number)   (IRS Employer
    Identification No.)

     

    2730 W. Tyvola Road, Suite 100

    Charlotte, NC 28217

    (Address of principal executive offices, including zip code)

     

    Registrant’s telephone number, including area code: (646) 687-8212

     

    Not Applicable

    (Former name or former address, if changed since last report)

     

    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:

     

    ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Common Stock, par value $0.0001 per share   IMSR   The Nasdaq Stock Market LLC
    Redeemable Warrants, each whole warrant exercisable for one Common Stock at a price of $11.50 per share   IMSRW   The Nasdaq Stock Market LLC

     

    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 x

     

    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. ¨

     

     

     

     

     

     

    INTRODUCTORY NOTE

     

    This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of Terrestrial Energy Inc., a Delaware corporation (formerly known as HCM II Acquisition Corp., the “Company”), filed on November 3, 2025 (the “Original Report”), in which the Company reported, among other events, the completion of the transactions contemplated by the Business Combination Agreement  (as defined in the Original Report).

     

    This Amendment No. 1 is being filed in order to include (1) the unaudited condensed consolidated financial statements of Terrestrial Energy Inc., a Delaware corporation (now known as Terrestrial Energy Development Inc., or “Legacy Terrestrial Energy”), as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024, (2) Legacy Terrestrial Energy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the nine months ended September 30, 2025 and 2024, and (3) the unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024.

     

    Item 9.01. Financial Statements and Exhibits.

     

      (a) Financial statements of businesses acquired.

     

    Included as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference are the (1) the unaudited condensed consolidated financial statements of Legacy Terrestrial Energy as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024, and the related notes thereto, (2) Legacy Terrestrial Energy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the nine months ended September 30, 2025 and 2024.

     

      (b) Pro forma financial information.

     

    The unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024 is set forth in Exhibit 99.3 and is incorporated herein by reference.

     

    Exhibit   Description
    99.1   Unaudited Condensed Consolidated Financial Statements of Legacy Terrestrial Energy as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024
    99.2   Legacy Terrestrial Energy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the nine months ended September 30, 2025 and 2024
    99.3   Unaudited Pro Forma Condensed Combined Financial Information of the Company as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024
    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: November 14, 2025 TERRESTRIAL ENERGY INC.
       
      By: /s/ Brian Thrasher
      Name: Brian Thrasher
      Title: Chief Financial Officer

     

     

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