UPLOAD Filing
Terrestrial Energy Inc. /DE/
Date: Aug. 28, 2025 · CIK: 0002019804 · Accession: 0000000000-25-009233
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-288735
Letter
August 28, 2025 Shawn Matthews Chief Executive Officer HCM II Acquisition Corp. 100 First Stamford Place, Suite 330 Stamford, CT 06902 Simon Irish Chief Executive Officer Terrestrial Energy Inc. 9319 Robert D. Snyder Rd. Charlotte, NC 28223 Re:HCM II Acquisition Corp. Registration Statement on Form S-4 Filed on August 15, 2025 File No. 333-288735 Dear Shawn Matthews and Simon Irish: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our July 30, 2025 letter. Amendment No. 1 to Form S-4 filed on August 15, 2025 General 1.We note your response to prior comment 1. Please revise your disclosure to additionally include the maximum number of shares issuable to Mr. Matthews pursuant to the contingent value right, without assuming a No Pricing Event, or otherwise. Refer to Items 1603(a)(6), 1604(a)(3), and 1604(b)(4) of Regulation S-K.
August 28, 2025 Page 2 2.We note that your disclosure regarding the DOE’s Advanced Reactor Program includes references to “fast-track commercial licensing activities,” “commercialization pathway,” and “leveraging the program’s fast-track approach to advance the licensing and deployment” of your IMSR technology. We further note that the DOE’s press release announcing the pilot program on June 18, 2025, refers to testing, research, and development, toward ensuring at least three reactors achieve criticality by July 4, 2026, and does “not demonstrate reactors for commercial suitability,” consistent with the related Executive Order. Please revise your disclosure to more clearly discuss the purpose and scope of the pilot program in light of the foregoing, including clarification of its relation to commercial licensing and commercialization. Please also discuss your plans to achieve criticality of the IMSR technology by the target date. The Business Combination Proposal Interests of Certain HCM II Persons in the Business Combination, page 147 3.Please reinstate the language that appears to have been inadvertently deleted at the bottom of page 148. Unaudited Pro Forma Condensed Combined Financial Information Other Agreements, page 212 4.We note your disclosure in footnote (2) of the Equity Capitalization Summary table indicates that you assumed full exercise of the Terrestrial Call Options, however, you state in footnote (3) that you assumed no repurchases pursuant to the Terrestrial Call Options. Please revise to resolve this inconsistency here and throughout the filing. Beneficial Ownership of Securities, page 299 5.We note your response to prior comment 10. Please revise the disclosure preceding the table to clearly state that post-business combination ownership does not reflect the exercise or conversion of any securities, including those that may become exercisable or convertible upon completion of the business combination or within 60 days thereof. In addition, we reissue our comment in relation to Note 3, which continues to refer to any pecuniary interest that Mr. Matthews "may have;" please revise to disclose that he has an economic interest in 2,950,000, or approximately 51.3%, of the Founder Shares held by the Sponsor. Certain Relationships and Related Person Transactions, page 303 6.Please revise to update the disclosure in this section. Terrestrial Energy Inc Condensed Consolidated Financial Statements, page F-44 7.Please revise to present the exchangeable common and preferred shares in separate line items on the face of financial statements.
August 28, 2025 Page 3 Exchangeable Shares, page F-59 8.Your response to prior comment 11 stated that Exchangeable Shareholders have rights only to the Terrestrial Energy Inc.’s common and preferred stock and do not have any voting, control or economic rights to ExchangeCo through the Exchangeable Shares. Please confirm that Exchangeable Shareholders do not have economic interests in ExchangeCo through their ownerships of Exchangeable shares and revise your disclosure to clarify that throughout the filing. Please contact Eiko Yaoita Pyles at 202-551-3587 or Hugh West at 202-551-3872 if you have questions regarding comments on the financial statements and related matters. Please contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at 202-551-3047 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:Kevin Manz Eliot Robinson
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August 28, 2025
Shawn Matthews
Chief Executive Officer
HCM II Acquisition Corp.
100 First Stamford Place, Suite 330
Stamford, CT 06902
Simon Irish
Chief Executive Officer
Terrestrial Energy Inc.
9319 Robert D. Snyder Rd.
Charlotte, NC 28223
Re:HCM II Acquisition Corp.
Registration Statement on Form S-4
Filed on August 15, 2025
File No. 333-288735
Dear Shawn Matthews and Simon Irish:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our July 30, 2025 letter.
Amendment No. 1 to Form S-4 filed on August 15, 2025
General
1.We note your response to prior comment 1. Please revise your disclosure to
additionally include the maximum number of shares issuable to Mr. Matthews
pursuant to the contingent value right, without assuming a No Pricing Event, or
otherwise. Refer to Items 1603(a)(6), 1604(a)(3), and 1604(b)(4) of Regulation S-K.
August 28, 2025
Page 2
2.We note that your disclosure regarding the DOE’s Advanced Reactor Program
includes references to “fast-track commercial licensing activities,”
“commercialization pathway,” and “leveraging the program’s fast-track approach to
advance the licensing and deployment” of your IMSR technology. We further note
that the DOE’s press release announcing the pilot program on June 18, 2025, refers to
testing, research, and development, toward ensuring at least three reactors achieve
criticality by July 4, 2026, and does “not demonstrate reactors for commercial
suitability,” consistent with the related Executive Order. Please revise your disclosure
to more clearly discuss the purpose and scope of the pilot program in light of the
foregoing, including clarification of its relation to commercial licensing and
commercialization. Please also discuss your plans to achieve criticality of the IMSR
technology by the target date.
The Business Combination Proposal
Interests of Certain HCM II Persons in the Business Combination, page 147
3.Please reinstate the language that appears to have been inadvertently deleted at the
bottom of page 148.
Unaudited Pro Forma Condensed Combined Financial Information
Other Agreements, page 212
4.We note your disclosure in footnote (2) of the Equity Capitalization Summary table
indicates that you assumed full exercise of the Terrestrial Call Options, however, you
state in footnote (3) that you assumed no repurchases pursuant to the Terrestrial Call
Options. Please revise to resolve this inconsistency here and throughout the filing.
Beneficial Ownership of Securities, page 299
5.We note your response to prior comment 10. Please revise the disclosure preceding
the table to clearly state that post-business combination ownership does not reflect the
exercise or conversion of any securities, including those that may become exercisable
or convertible upon completion of the business combination or within 60 days thereof.
In addition, we reissue our comment in relation to Note 3, which continues to refer to
any pecuniary interest that Mr. Matthews "may have;" please revise to disclose that he
has an economic interest in 2,950,000, or approximately 51.3%, of the Founder Shares
held by the Sponsor.
Certain Relationships and Related Person Transactions, page 303
6.Please revise to update the disclosure in this section.
Terrestrial Energy Inc
Condensed Consolidated Financial Statements, page F-44
7.Please revise to present the exchangeable common and preferred shares in separate
line items on the face of financial statements.
August 28, 2025
Page 3
Exchangeable Shares, page F-59
8.Your response to prior comment 11 stated that Exchangeable Shareholders have rights
only to the Terrestrial Energy Inc.’s common and preferred stock and do not have any
voting, control or economic rights to ExchangeCo through the Exchangeable Shares.
Please confirm that Exchangeable Shareholders do not have economic interests in
ExchangeCo through their ownerships of Exchangeable shares and revise your
disclosure to clarify that throughout the filing.
Please contact Eiko Yaoita Pyles at 202-551-3587 or Hugh West at 202-551-3872 if
you have questions regarding comments on the financial statements and related
matters. Please contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Kevin Manz
Eliot Robinson