New insider Irish Simon claimed ownership of 5,166,709 shares (SEC Form 3)
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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/28/2025 |
3. Issuer Name and Ticker or Trading Symbol
Terrestrial Energy Inc. /DE/ [ IMSR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.0001 per share ("Common Stock") | 2,295,934(1) | D | |
| Common Stock | 2,818,520(1) | I | Through LLC |
| Common Stock | 52,255(1) | I | Through Defined Benefit Plan |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (2) | 06/16/2038 | Common Stock | 24,140 | $2.0133 | D | |
| Stock Option (Right to Buy) | (2) | 01/24/2031 | Common Stock | 107,288 | $2.237 | D | |
| Stock Option (Right to Buy) | (2) | 12/31/2029 | Common Stock | 178,812 | $0.2013(7) | D | |
| Stock Option (Right to Buy) | (2) | 12/31/2034 | Common Stock | 2,279,850 | $0.2013(7) | D | |
| Stock Option (Right to Buy) | (2) | 12/31/2028 | Common Stock | 178,812 | $0.2013(7) | D | |
| Stock Option (Right to Buy) | (2) | 12/31/2034 | Common Stock | 2,172,563 | $0.2013(7) | D | |
| Stock Option (Right to Buy) | 05/19/2023(3) | 05/19/2032 | Common Stock | 98,347 | $2.237 | D | |
| Stock Option (Right to Buy) | (2) | 01/01/2043 | Common Stock | 21,905 | $2.237 | D | |
| Stock Option (Right to Buy) | (2) | 01/01/2044 | Common Stock | 26,286 | $2.237 | D | |
| Stock Option (Right to Buy) | (2) | 01/01/2045 | Common Stock | 4,381 | $2.237 | D | |
| Stock Option (Right to Buy) | 04/01/2024(3) | 04/01/2043 | Common Stock | 89,406 | $2.237 | D | |
| Stock Option (Right to Buy) | 07/14/2024(3) | 07/14/2033 | Common Stock | 178,812 | $2.237 | D | |
| Restricted Stock Units | 10/21/2026(4) | 10/21/2035 | Common Stock | 1,023,160 | (4) | D | |
| Warrants (Right to Buy) | (5) | 07/31/2028 | Common Stock | 44,703 | $2.237 | D | |
| Warrants (Right to Buy) | (5) | 07/31/2028 | Common Stock | 89,406 | $2.237 | I | Through Defined Benefit Plan |
| Contingent Value Right | (6) | (6) | Common Stock | (6) | (6) | D | |
| Contingent Value Right | (6) | (6) | Common Stock | (6) | (6) | I | Through Defined Benefit Plan |
| Explanation of Responses: |
| 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 person 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. |
| 2. Consists of options granted pursuant to the Legacy Terrestrial Second Amended and Restated 2024 Stock Option Plan. The options are currently exercisable. |
| 3. Consists of options granted pursuant to the Legacy Terrestrial Second Amended and Restated 2024 Stock Option Plan. The options vest in one-third increments on each of the first, second and third anniversaries of the grant date, subject to the reporting person's continued service through each applicable vesting date and accelerated vesting in certain events. |
| 4. Each restricted stock unit represents a contingent right to acquire one share of Common Stock. The restricted stock units vest in one-half increments on each of the first and second anniversaries of the grant date, subject to Mr. Irish's continued employment through each applicable vesting date and accelerated vesting in certain events. |
| 5. Consists of Legacy Terrestrial warrants to purchase common stock that are currently exercisable. |
| 6. Consists of contingent value right issued upon conversion of Legacy Terrestrial convertible notes in connection with the Business Combination. Each contingent value right entitles the holder to receive additional shares of Common Stock in the event that the volume weighed average price of the Common Stock for the twenty (20) trading days beginning on the trading day immediately following expiration of the lock-up period contemplated by the applicable Legacy Terrestrial convertible note is less than seventy-five percent (75%) of the redemption price ($7.905). |
| 7. Price is expressed in Canadian dollars. |
| /s/ Steven M. Millsap, pursuant to Power of Attorney | 11/07/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||