Announcement • Oct 29
Terrestrial Energy Inc. completed the acquisition of HCM II Acquisition Corp. (NasdaqGM:HOND) from HCM Investor Holdings II, LLC and others in a reverse merger transaction.
Terrestrial Energy Inc. entered into a business combination agreement to acquire HCM II Acquisition Corp. (NasdaqGM:HOND) from HCM Investor Holdings II, LLC and others for approximately $930 million in a reverse merger transaction on March 26, 2025. The Transaction values Terrestrial Energy at a pre-money equity value of $925 million, which is a significant discount to publicly traded comparable SMR peers, providing an attractive entry point for HCM II shareholders. It also implies a pro-forma enterprise value of the new public company of approximately $1 billion and a pro-forma equity value of approximately $1.3 billion (each assuming no redemptions and anticipated PIPE proceeds). The Transaction will provide approximately $280 million in gross proceeds to accelerate commercial deployment of Terrestrial Energy's IMSR technology and to pay transaction expenses. The $230 million of gross proceeds consists of $50 million in common stock PIPE commitments at $10.00 per share from new non-affiliated fundamental institutional investors, and approximately $230 million of cash held in HCM II’s trust account (before giving effect to potential redemptions).
Terrestrial Energy’s existing management team will continue to lead the company following the completion of the Transaction. All Terrestrial Energy shareholders will roll 100% of their equity holdings into the new public company. Additionally, Terrestrial Energy’s management team, Terrestrial Energy’s primary shareholders, HCM II’s sponsor and certain affiliates of HCM II’s sponsor have committed to customary lock-ups. The Business Combination is expected to close in the fourth quarter of 2025, subject to the receipt of the required approvals by HCM II’s shareholders, the Registration Statement has been declared effective by the SEC, and no stop order has been issued with respect to the Registration Statement and no proceedings for that purpose have been initiated or threatened by the SEC and not withdrawn; (iv) receipt of the conditional approval for the listing of Domesticated Common Stock on Nasdaq upon the Closing; (v) the waiting period (and any extensions thereof) under the HSR Act (as defined in the Business Combination Agreement) and any other Antitrust Laws (as defined in the Business Combination Agreement) has expired or has been terminated and any approval required under any other Antitrust Laws has been obtained; and (vi) if applicable, the waiting period (and any extensions thereof) with the United States Nuclear Regulatory Commission (the “ NRC ”) has expired or has been terminated, HCM II will have at least $5,000,001 of net tangible assets and the fulfilment of other customary closing conditions. The proposed Transaction was unanimously approved by the Boards of Directors of HCM II and Terrestrial Energy. As of October 20, 2025, HCM II shareholders voted to approve the transaction. Upon closing of the transaction, the combined company will be known as Terrestrial Energy Inc. and its securities will be listed on Nasdaq under the symbols “IMSR” and “IMSRW”, respectively. The closing of the business combination is expected to occur on or about Monday, October 27, 2025, subject to the satisfaction or waiver of all closing conditions.
Cantor Fitzgerald & Co. is acting as exclusive capital markets advisor and sole PIPE placement agent. Kevin E. Manz, Timothy P. Fitzsimons, John K. Sweet and W. Scott Petty of King & Spalding LLP is acting as legal advisors to HCM II. Amy T. Wilson, Eliot Robinson, Tyler Mark, Andréa Legette, Cathryn Benedict, Jessica Edwards, Steve Evans, Lucinda Althauser, Patrick DePoy, Becky Nelson, Paul Barrs, Jennifer Kies Mammen, Braden Shaw, Ken Achenbach, Jason Haislmaier, Tim Cline, Erin Brooks, David Dennison, Megan Gajewski Barnhill, Meryl Macklin and Jonathan S. Nesher of Bryan Cave Leighton Paisner LLP with the offices in the UK and US are acting as legal advisors to Terrestrial Energy. DLA Piper LLP (US) acted as legal counsel to the placement agent, Cantor Fitzgerald & Co. Sodali & Co. acted as a proxy solicitor to HCM II Acquisition and will receive a fee of $12,500 for its services. The Depository Trust Company acted as a transfer agent to Terrestrial Energy.
Terrestrial Energy Inc. completed the acquisition of HCM II Acquisition Corp. (NasdaqGM:HOND) from HCM Investor Holdings II, LLC and others in a reverse merger transaction on October 28, 2025. As a result of the business combination, Terrestrial Energy has received in excess of approximately $290 million in gross proceeds, prior to transaction expenses, including $50 million from a common stock PIPE investment from new non-affiliated fundamental institutional investors, and approximately $240 million of cash from HCM II’s trust account, reflecting redemptions by less than 1% of HCM II’s shareholders. In connection with the completion of the business combination, HCM II has been renamed Terrestrial Energy Inc., and its securities will be listed on the Nasdaq Stock Market LLC (“Nasdaq”) on October 29, 2025 under the symbols “IMSR” and “IMSRW”, respectively. ICR served as strategic communications advisor to Terrestrial Energy.