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Midas Edge

Terrestrial Energy Inc. /DE/

For the period ended Dec 31, 2025. Filed Mar 30, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 30, 2026

IMSR$2.73-9.2%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Item 15. Exhibits and Financial Statement Schedules

(a)1. Financial Statements. See “Part II. Item 8. Financial Statements and Supplementary Data”

2.Financial Statement Schedule. See “Part II. Item 8. Financial Statements and Supplementary Data”
3.Exhibit Index:
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​ · ​ · ​ · Incorporated by Reference Herein · ​
ExhibitNumber​ ​ ​Description​ ​ ​Form​ ​ ​Exhibit​ ​ ​Date Filed with the SECFile Number
​​​​​​​​​​
2.1#Business Combination Agreement, dated as of March 26, 2025, by and among HCM II Acquisition Corp., HCM II Merger Sub Inc., and Terrestrial Energy Inc.​S-4/A​2.1​September 23, 2025001-42252
2.2​Amendment No. 1 to Business Combination Agreement, effective as of October 26, 2025, by and among HCM II Acquisition Corp., HCM II Merger Sub Inc., and Terrestrial Energy Inc.​8-K​2.2​November 3, 2025001-42252
2.3​Certificate of Merger of HCM II Merger Sub Inc. with and into Terrestrial Energy Inc.​8-K​2.3​November 3, 2025001-42252
2.4​Plan of Domestication​8-K​2.4​November 3, 2025001-42252
3.1*Composite Certificate of Incorporation of Terrestrial Energy Inc. (as amended through March 27, 2026)​​​​​​​
3.2*Composite Bylaws of Terrestrial Energy Inc. (as amended through October 28, 2026)​​​​​​​
3.3*Certificate of Designations for Special Voting Preferred Stock​​​​​​​
4.1​Specimen Common Stock Certificate of Terrestrial Energy Inc.​S-4/A​4.5​September 23, 2025333-288735
4.2*Specimen Warrant Certificate of Terrestrial Energy Inc.​​​
10.1​Amended and Restated Warrant Agreement, dated October 28, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent​8-K​10.1​November 3, 2025001-42252
10.2​Assignment and Assumption Agreement dated October 28, 2025 by and between Terrestrial Energy Inc. and HCM II Acquisition Corp.​8-K​10.2​November 3, 2025001-42252
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​ · ​ · ​ · Incorporated by Reference Herein · ​
ExhibitNumber​ ​ ​Description​ ​ ​Form​ ​ ​Exhibit​ ​ ​Date Filed with the SECFile Number
​​​​​​​​​​
10.3​Amended and Restated Registration Rights Agreement, dated as of October 28, 2025, by and among Terrestrial Energy Inc., Cantor Fitzgerald & Co. and HCM Investor Holdings II, LLC.​8-K​10.3​November 3, 2025001-42252
10.4​Sponsor Support Agreement, by and among HCM II Acquisition Corp., HCM Investor Holdings II, LLC, and the other parties thereto​S-4/A​10.2​September 23, 2025333-288735
10.5​Sponsor Lock-Up Agreement, dated as of October 28, 2025, by and among Terrestrial Energy Inc. and HCM Investor Holdings II, LLC.​8-K​10.5​November 3, 2025001-42252
10.6​Form of Key Holders Lock-Up Agreement, dated October 27, 2025, by and among HCM II Acquisition Corp. and the other parties thereto​S-4/A​10.7​September 23, 2025333-288735
10.7​Second Amended and Restated Exchange and Support Agreement dated October 28, 2025, by and among HCM Acquisition Corp., Terrestrial Energy Canada (Call) Inc., and Terrestrial Energy Canada (Exchange) Inc.​8-K​10.7​November 3, 2025001-42252
10.8​Form of PIPE Subscription Agreement​S-4/A​4.8​September 23, 2025333-288735
10.9‡Terrestrial Energy Inc. 2025 Equity Incentive Plan​8-K​10.9​November 3, 2025001-42252
10.10‡*Form of Restricted Stock Unit Award under 2025 Plan​​​​​​​
10.11‡*Form of Stock Option Award under 2025 Plan​​​​​​​
10.12‡Terrestrial Energy Inc. Second Amended and Restated 2024 Stock Option Plan​S-8​10.2​January 5, 2026333-292571
10.13‡*Form of Option Agreement under 2024 Plan​​​​​​​
10.14‡Employment Agreement, dated as of October 28, 2025, by and between Simon Irish and Terrestrial Energy Development Inc.​8-K​10.10​November 3, 2025001-42252
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​ · ​ · ​ · Incorporated by Reference Herein · ​
ExhibitNumber​ ​ ​Description​ ​ ​Form​ ​ ​Exhibit​ ​ ​Date Filed with the SECFile Number
​​​​​​​​​​
10.15‡*Assignment, Assumption, Waiver and Covenant Agreement, dated as of February 18, 2026, by and between Simon Irish, Terrestrial Energy Inc., and Terrestrial Energy Development Inc.​​​​​​​
10.16‡Form of Indemnification Agreement between New Terrestrial Energy and each of its directors and executive officers.​8-K​10.11​November 3, 2025001-42252
10.17‡*Non-Employee Director Compensation Policy​​​​​​​
19.1*Terrestrial Energy Inc. Insider Trading Policy​​​​​​​
21.1List of Subsidiaries of Terrestrial Energy Inc.​8-K​21.1​November 3, 2025001-42252
23.1*Consent of UHY LLP​​​​​​​
31.1*Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002​​​​​​​
31.2*Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002​​​​​​​
32.1**Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002​​​​​​​
97.1Policy Relating to Recovery of Erroneously Awarded Compensation​10-K​97.1​March 31, 2025001-42252
101.INS*Inline XBRL Instance Document(1)​​​​​​​
101.SCH*Inline XBRL Taxonomy Extension Schema Document​​​​​​​
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document​​​​​​​
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document​​​​​​​
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document​​​​​​​
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document​​​​​​​
104*Cover Page Interactive Data File(2)​​​​​​​
​​​​​​​​​
‡Management contract or compensatory plan or arrangement
*Filed herewith
**Furnished herewith
#Certain schedules and similar attachments to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to SEC upon its request.
(1)The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
(2)Formatted in Inline XBRL and contained in exhibit 101
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.