UPLOAD Filing
Terrestrial Energy Inc. /DE/
Date: Sept. 12, 2025 · CIK: 0002019804 · Accession: 0000000000-25-009937
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-288735
Letter
September 12, 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. Amendment No. 2 to Registration Statement on Form S-4 Filed on September 4, 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 August 28, 2025 letter. Amendment No. 2 to Registration Statement on Form S-4 Dilution, page 20 1.We note that some of the numbers in your dilution disclosures are not consistent with those disclosed elsewhere in the filing (e.g., number of shares to be issued to Terrestrial Energy Stockholders; the number of Terrestrial Energy shares outstanding post de-SPAC, etc.). Please revise to resolve these inconsistencies or explain.
September 12, 2025 Page 2 Material U.S. Federal Income Tax Considerations of the Merger to Holders of Terrestrial Stock and Terrestrial Energy, page 202 2.Please revise this section to state clearly that the disclosure is the opinion of named counsel. Refer to Section III.B.2 of Staff Legal Bulletin 19. The opinion filed as Exhibit 8.2 assumes “the information set forth in the Registration Statement . . . is true, correct and complete." This assumption appears overbroad, since it includes the tax discussion being opined upon; please request counsel to revise accordingly. Additionally include the date of the representation letters in the final opinion. Unaudited Pro Forma Condensed Combined Financial Information, page 209 3.Your disclosure on page 308 stated that it is expected that Terrestrial Energy or New Terrestrial will consider one-time additional equity awards to recognize extraordinary services provided in connection with the Business Combination. Where you provide pro forma information, please revise to disclose the nature and terms of the awards to be granted, how you plan to account for those awards, and potential impact on the post-combination company. Also, ensure that any granted awards are appropriately reflected in the pro forma information. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet Adjustment (F), page 216 4.You state that adjustment (F) was recorded to give effect to the issuance of 97,200,530 New Terrestrial Common Shares to the existing stockholder of Terrestrial Energy. However, the table disclosed on page 212 and elsewhere throughout the filing appear to indicate that that 62,176,098 shares are expected to be issued to those shareholders. Please revise to correct the inconsistencies. Notes to Condensed Consolidated Financial Statements Note 5. Stockholders' Deficit Exchangeable Shares, page F-59 5.Your revised disclosures in response to prior comment 8 stated that in the event the Company declares dividends on its common stock, exchangeable shareholders are entitled to receive the same dividends from ExchangeCo. Considering that ExchangeCo will be making the distribution in such event, the exchangeable shareholders appear to hold the economic interest in ExchangeCo. Please revise your presentation accordingly (e.g., present exchangeable shares as non-controlling interests) or explain why you believe your existing presentation is appropriate with references to authoritative literatures you relied upon to support your conclusion. Exhibits We note revisions to the exhibit index identifies Exhibits 3.2 and 3.3 as corporate documents of HCM II following domestication, and Exhibit 3.6 as a document of Terrestrial Energy Inc. Please revise to clarify that these reflect the corporate documents of the post-combination company, clearly distinguishing them from the SPAC corporate documents, and ensure consistency with the table of contents, which refers to New Terrestrial Energy corporate documents. Additionally ensure that the 6.
September 12, 2025 Page 3 securities of the post-combination company are clearly identified as such in the exhibit index. We further note that Exhibit 3.4 does not appear to be filed; please file or revise the index accordingly. 7.We note you have filed the Form of Assignment and Assumption Agreement as Exhibit 4.7. Please also file the Terrestrial Warrant and related Warrant Agreement. 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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September 12, 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.
Amendment No. 2 to Registration Statement on Form S-4
Filed on September 4, 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 August 28, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-4
Dilution, page 20
1.We note that some of the numbers in your dilution disclosures are not consistent with
those disclosed elsewhere in the filing (e.g., number of shares to be issued to
Terrestrial Energy Stockholders; the number of Terrestrial Energy shares outstanding
post de-SPAC, etc.). Please revise to resolve these inconsistencies or explain.
September 12, 2025
Page 2
Material U.S. Federal Income Tax Considerations of the Merger to Holders of Terrestrial
Stock and Terrestrial Energy, page 202
2.Please revise this section to state clearly that the disclosure is the opinion of named
counsel. Refer to Section III.B.2 of Staff Legal Bulletin 19. The opinion filed as
Exhibit 8.2 assumes “the information set forth in the Registration Statement . . . is
true, correct and complete." This assumption appears overbroad, since it includes the
tax discussion being opined upon; please request counsel to revise accordingly.
Additionally include the date of the representation letters in the final opinion.
Unaudited Pro Forma Condensed Combined Financial Information, page 209
3.Your disclosure on page 308 stated that it is expected that Terrestrial Energy or New
Terrestrial will consider one-time additional equity awards to recognize extraordinary
services provided in connection with the Business Combination. Where you provide
pro forma information, please revise to disclose the nature and terms of the awards to
be granted, how you plan to account for those awards, and potential impact on the
post-combination company. Also, ensure that any granted awards are appropriately
reflected in the pro forma information.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
Adjustment (F), page 216
4.You state that adjustment (F) was recorded to give effect to the issuance of
97,200,530 New Terrestrial Common Shares to the existing stockholder of Terrestrial
Energy. However, the table disclosed on page 212 and elsewhere throughout the filing
appear to indicate that that 62,176,098 shares are expected to be issued to those
shareholders. Please revise to correct the inconsistencies.
Notes to Condensed Consolidated Financial Statements
Note 5. Stockholders' Deficit
Exchangeable Shares, page F-59
5.Your revised disclosures in response to prior comment 8 stated that in the event the
Company declares dividends on its common stock, exchangeable shareholders are
entitled to receive the same dividends from ExchangeCo. Considering that
ExchangeCo will be making the distribution in such event, the exchangeable
shareholders appear to hold the economic interest in ExchangeCo. Please revise your
presentation accordingly (e.g., present exchangeable shares as non-controlling
interests) or explain why you believe your existing presentation is appropriate with
references to authoritative literatures you relied upon to support your conclusion.
Exhibits
We note revisions to the exhibit index identifies Exhibits 3.2 and 3.3 as corporate
documents of HCM II following domestication, and Exhibit 3.6 as a document of
Terrestrial Energy Inc. Please revise to clarify that these reflect the corporate
documents of the post-combination company, clearly distinguishing them from the
SPAC corporate documents, and ensure consistency with the table of contents, which
refers to New Terrestrial Energy corporate documents. Additionally ensure that the 6.
September 12, 2025
Page 3
securities of the post-combination company are clearly identified as such in the
exhibit index. We further note that Exhibit 3.4 does not appear to be filed; please file
or revise the index accordingly.
7.We note you have filed the Form of Assignment and Assumption Agreement as
Exhibit 4.7. Please also file the Terrestrial Warrant and related Warrant Agreement.
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