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Midas Edge

Terrestrial Energy Inc. /DE/

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 14, 2025

IMSR$3.00+5.6%Stored close · as of Nov 9, 2026

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Contents

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.Description of Exhibit
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. (incorporated by reference herein to Exhibit 2.1 filed with the Registration Statement on Form S-4/A (Reg. No. 333-283181) filed by the registrant on September 23, 2025).
2.2Amendment 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. (incorporated by reference herein to Exhibit 2.2 filed on Form 8-K filed by the registrant on November 3, 2025).
2.3Certificate of Merger of HCM II Merger Sub Inc. with and into Terrestrial Energy Inc. (incorporated by reference herein to Exhibit 2.3 filed on Form 8-K filed by the registrant on November 3, 2025).
2.4Plan of Domestication (incorporated by reference herein to Exhibit 2.4 filed on Form 8-K filed by the registrant on November 3, 2025).
3.1Certificate of Corporate Domestication of HCM II Acquisition Corp. (incorporated by reference herein to Exhibit 3.1 filed on Form 8-K filed by the registrant on November 3, 2025).
3.2Certificate of Incorporation of Terrestrial Energy Inc. (incorporated by reference herein to Exhibit 3.2 filed on Form 8-K filed by the registrant on November 3, 2025).
3.3Bylaws of Terrestrial Energy Inc. (incorporated by reference herein to Exhibit 3.3 filed on Form 8-K filed by the registrant on November 3, 2025).
3.4First Amendment to Bylaws of Terrestrial Energy Inc. (incorporated by reference herein to Exhibit 3.4 filed on Form 8-K filed by the registrant on November 3, 2025).
4.1Specimen Common Stock Certificate of Terrestrial Energy Inc. (incorporated by reference herein to Exhibit 4.5 filed with the Registration Statement on Form S-4/A (Reg. No. 333-288735) filed by the registrant on September 23, 2025).
4.2Specimen Warrant Certificate of Terrestrial Energy Inc. (included as an exhibit to Exhibit 10.1).
10.1Amended and Restated Warrant Agreement, dated October 28, 2025, by and between HCM II Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent. (incorporated by reference herein to Exhibit 10.1 filed on Form 8-K filed by the registrant on November 3, 2025).
10.2Assignment and Assumption Agreement dated October 28, 2025 by and between Terrestrial Energy Inc. and HCM II Acquisition Corp. (incorporated by reference herein to Exhibit 10.2 filed on Form 8-K filed by the registrant on November 3, 2025).
10.3Amended 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. (incorporated by reference herein to Exhibit 10.3 filed on Form 8-K filed by the registrant on November 3, 2025).
10.4Sponsor Support Agreement, by and among HCM II Acquisition Corp., HCM Investor Holdings II, LLC, and the other parties thereto (incorporated by reference herein to Exhibit 10.2 filed with the Registration Statement on Form S-4/A (Reg. No. 333-288735) filed by the registrant on September 23, 2025).
10.5Sponsor Lock-Up Agreement, dated as of October 28, 2025, by and among Terrestrial Energy Inc. and HCM Investor Holdings II, LLC. (incorporated by reference herein to Exhibit 10.5 filed on Form 8-K filed by the registrant on November 3, 2025).
10.6Form of Key Holders Lock-Up Agreement, dated October 27, 2025, by and among HCM II Acquisition Corp. and the other parties thereto (incorporated by reference herein to Exhibit 10.7 filed with the Registration Statement on Form S-4/A (Reg. No. 333-288735) filed by the registrant on September 23, 2025).
10.7Second 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. (incorporated by reference herein to Exhibit 10.7 filed on Form 8-K filed by the registrant on November 3, 2025).
10.8Form of PIPE Subscription Agreement (incorporated by reference herein to Exhibit 4.8 filed with the Registration Statement on Form S-4/A (Reg. No. 333-288735) filed by the registrant on September 23, 2025).
10.9+Terrestrial Energy Inc. 2025 Equity Incentive Plan, dated as of October 28, 2025. (incorporated by reference herein to Exhibit 10.9 filed on Form 8-K filed by the registrant on November 3, 2025).
10.10+Employment Agreement, dated as of October 28, 2025, by and between Simon Irish and New Terrestrial Energy Inc. (incorporated by reference herein to Exhibit 10.10 filed on Form 8-K filed by the registrant on November 3, 2025).
10.11+Form of Indemnification Agreement between New Terrestrial Energy and each of its directors and executive officers. (incorporated by reference herein to Exhibit 10.11 filed on Form 8-K filed by the registrant on November 3, 2025).
10.12Form of assumed Warrant Agreement of Terrestrial Energy Development Inc. (incorporated by reference herein to Exhibit 10.12 filed on Form 8-K filed by the registrant on November 3, 2025).
31.1*Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*Filed herewith
**Furnished herewith
+Indicates a management contract or compensatory plan, contract or arrangement.
†Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such omitted materials to the SEC upon request.
ContentsView on SEC.gov

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