HCM II Acquisition Corp. and Terrestrial Energy Announce SEC Clearance and Upcoming Shareholder Meeting for Proposed Business Combination
HCM II Acquisition Corp. a special-purpose acquisition company (SPAC), and Terrestrial Energy Inc. (“Terrestrial Energy” or the “Company”), an advanced developer of small modular nuclear reactors (SMRs) leveraging next-generation reactor technology, today confirmed that the U.S. Securities and Exchange Commission (SEC) has 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 the two companies. This milestone marks a critical step in advancing the strategic merger designed to accelerate Terrestrial Energy’s growth and expand the deployment of its innovative Integral Molten Salt Reactor (IMSR) technology.
The Registration Statement’s effectiveness by the SEC, achieved on September 26, 2025, allows HCM II to move forward in soliciting votes from its shareholders in favor of the Business Combination. The Form S-4 filing consolidates both the definitive proxy statement and the prospectus relating to the Business Combination, providing comprehensive details regarding the transaction, including financial statements, management discussion and analysis, risk factors, and the terms of the proposed merger. This regulatory approval is an essential procedural requirement before HCM II shareholders can vote to approve the Business Combination.
An extraordinary general meeting (the “Extraordinary General Meeting”) of HCM II shareholders has been scheduled for October 20, 2025, at 9:30 a.m. Eastern Time. The meeting will be conducted both in person and virtually via a live webcast, ensuring accessibility for all shareholders regardless of location. Shareholders of HCM II’s Class A ordinary shares and Class B ordinary shares who held shares at the close of business on the record date, September 24, 2025, are entitled to receive notice of the Extraordinary General Meeting and are eligible to vote on the proposed Business Combination and other related matters. HCM II has commenced the distribution of the definitive proxy statement/prospectus to its shareholders, beginning on Friday, September 26, 2025. The document provides detailed information regarding the Business Combination, the anticipated benefits of the merger, and the resolutions shareholders are asked to approve. Interested parties can access the proxy statement/prospectus on the SEC’s website at http://www.sec.gov.
The Business Combination is designed to combine HCM II’s resources and public listing structure with Terrestrial Energy’s advanced nuclear technology platform, thereby creating a public company positioned for accelerated growth in the global energy market. Assuming the satisfaction of all closing conditions, including the requisite approvals from shareholders of both companies, the post-combination entity intends to list its securities on the Nasdaq Stock Market LLC (“Nasdaq”) under the proposed ticker symbols “IMSR” for common stock and “IMSRW” for warrants. It is important to note that the Nasdaq listing is contingent upon the closing of the Business Combination and the fulfillment of all Nasdaq listing requirements, including minimum price, market value, and corporate governance standards.
Simon Irish, Chief Executive Officer of Terrestrial Energy, emphasized the strategic significance of the SEC approval: “The effectiveness of the S-4 filing is a critical milestone that advances our proposed business combination with HCM II. Our mission has always been to develop a transformative, scalable, and safe small modular nuclear solution to meet the world’s growing demand for carbon-free energy. The IMSR’s Generation IV nuclear technology, coupled with its compact design, operational efficiency, and flexibility, allows us to provide industrial heat and power solutions that are safe, reliable, cost-competitive, and environmentally sustainable. Achieving S-4 effectiveness positions us to accelerate growth under our CAPEX-light business model and brings us closer to deploying a fleet of IMSR plants globally.”
Mr. Irish further highlighted the broader market context for Terrestrial Energy’s technology: “Global energy markets are undergoing unprecedented changes driven by the need for decarbonization, reliability, and cost efficiency. Industrial energy demand is rising, and governments and private enterprises are seeking innovative solutions to meet this demand while reducing carbon footprints. Terrestrial Energy’s IMSR plants are uniquely positioned to serve these needs, offering not only electricity generation but also high-temperature process heat for a range of industrial applications. This business combination provides the capital, public market access, and visibility necessary to accelerate the deployment of our next-generation nuclear technology.”
Shawn Matthews, Chairman and Chief Executive Officer of HCM II, also commented on the transaction’s strategic importance: “Terrestrial Energy’s IMSR technology represents a transformative solution for the global energy landscape. By providing safe, reliable, and cost-effective power, the company addresses the growing industrial and municipal energy demands worldwide. Terrestrial Energy’s experienced management team, with decades of expertise in nuclear operations, reactor development, and supply chain execution, is well-positioned to capitalize on the accelerating demand for advanced nuclear solutions. We are confident that this business combination will enable Terrestrial Energy to expand its reach, deploy its IMSR technology more broadly, and generate long-term value for shareholders.”
HCM II strongly encourages all shareholders to participate in the Extraordinary General Meeting and make their votes count, regardless of the number of shares they own. Shareholders may vote electronically online or by returning a completed proxy card by mail. Participation in the vote is crucial for advancing the Business Combination and realizing the anticipated strategic and financial benefits for both HCM II and Terrestrial Energy stakeholders.
Shareholders requiring assistance in completing the proxy card, seeking additional copies of the proxy statement/prospectus, or with questions regarding the Extraordinary General Meeting may contact HCM II’s proxy solicitation firm, Morrow Sodali LLC. Shareholders can reach Morrow Sodali by calling toll-free at (800) 662-5200, banks and brokers may call (203) 658-9400, or inquiries can also be submitted via email. This support ensures that all shareholders can access necessary information and voting instructions, reinforcing transparency and shareholder engagement in the approval process.
The proposed Business Combination between HCM II and Terrestrial Energy is structured to accelerate the commercial deployment of Terrestrial Energy’s IMSR technology, providing a scalable, safe, and low-carbon alternative to conventional power generation. The merger will leverage HCM II’s public listing to facilitate broader access to capital markets, enhance corporate visibility, and support strategic partnerships for industrial deployment. By combining financial resources with cutting-edge nuclear technology, the companies aim to contribute meaningfully to the global transition toward sustainable, carbon-free energy solutions.
Terrestrial Energy’s IMSR represents a Generation IV nuclear reactor that is designed for industrial flexibility and operational efficiency. Its modular construction allows for incremental capacity expansion, reducing upfront capital expenditure requirements. The reactor’s design prioritizes inherent safety features, including passive cooling systems and low-pressure operation, which minimize the risk of operational incidents. In addition, the reactor’s capability to provide high-temperature process heat opens new applications in industrial sectors such as chemical processing, district heating, and hydrogen production, further diversifying potential revenue streams.
The approval of the SEC Registration Statement and the scheduling of the Extraordinary General Meeting are key milestones in the strategic timeline for the Business Combination. These steps reflect progress in regulatory compliance, shareholder engagement, and transaction readiness. Upon successful completion of the merger, the combined entity is expected to accelerate Terrestrial Energy’s commercialization plans, expand the global footprint of IMSR technology, and contribute to a sustainable energy future.
In summary, HCM II Acquisition Corp. and Terrestrial Energy have reached a pivotal point in their proposed Business Combination, with SEC clearance and shareholder engagement efforts now underway. The Extraordinary General Meeting on October 20, 2025, represents an essential juncture for shareholders to vote on the proposed merger, which aims to create a publicly traded company positioned at the forefront of advanced nuclear technology deployment. The combination promises to enhance shareholder value, support industrial energy needs, and advance the global transition to low-carbon, reliable power solutions.
