HCM II Acquisition Corp.

The SPAC phase is over with minimal redemptions, but the post-deal company is burning cash at an accelerating rate ($14.8M operating cash use in 1H 2026 vs $6.9M in 1H 2025) with no revenue. With 30.3M warrants outstanding at $8.24 weighted average exercise price and 105.9M shares outstanding, investors should monitor cash runway against the company's stated 12-month sufficiency assessment.

With $283.4M in liquidity and a modest ~$6.4M quarterly burn, the post-de-SPAC company has a multi-year runway to advance licensing and site characterization. NRC topical report approvals and site control at RELLIS are concrete regulatory and operational milestones that de-risk the path toward first IMSR plant deployment in the early 2030s.

151,970,541 shares is the first stated ceiling on what HCM II may issue in this deal, so this is the first version from which a public shareholder can size the dilution rather than infer it. The cover also states that HCM II redeems the public shares properly tendered for redemption at least one day prior to the Domestication, so a holder exercises and settles the redemption right as a Cayman shareholder, before the vehicle becomes a Delaware corporation. The proxy statement/prospectus is still preliminary and the meeting date is not fixed.

Two amendments into September the share and warrant counts are still blank, so this version tells an HCM II holder what the structure is but not what it costs them. The renaming language did move: Amendment No. 2 said the company would be renamed Terrestrial Energy Inc. in connection with the consummation of the business combination, and this version says effective immediately following the consummation. Public shares properly tendered for redemption are redeemed at least one day prior to the Domestication, so the redemption right is exercised as a Cayman shareholder.

The prospectus cover registers up to [ ] shares of common stock and [ ] warrants, so the amount an HCM II public shareholder would be diluted by is not stated at this version and cannot be derived from it. What is fixed is the sequence: HCM II redeems the public shares properly tendered for redemption at least one day prior to the Domestication under its Cayman constitutional documents, so the redemption election is settled while the vehicle is still a Cayman Islands exempted company rather than after it has become a Delaware corporation.

The prospectus cover still registers up to [ ] shares of common stock and [ ] warrants, so this first amendment does not yet tell an HCM II public shareholder how much stock the deal issues. What it does fix is the order of events: at least one day prior to the Domestication, HCM II redeems the public shares properly tendered for redemption under its Cayman constitutional documents. A holder therefore exercises the redemption right as a shareholder of a Cayman Islands exempted company, before the vehicle becomes a Delaware corporation.

What changed: HCM II Acquisition Corp. completed its business combination with Terrestrial Energy Development Inc. on October 28, 2025, receiving ~$292M gross proceeds ($50M PIPE + ~$242M trust after <1% redemptions), and is now operating as Terrestrial Energy Inc. (IMSR). This 10-Q for Q2 2026 shows $130.7M cash, $142.8M short-term investments, and a net loss of $19.9M for the six months ended June 30, 2026, with operating expenses up 135% YoY driven by R&D and G&A growth. Why it matters: The SPAC phase is over with minimal redemptions, but the post-deal company is burning cash at an accelerating rate ($14.8M operating cash use in 1H 2026 vs $6.9M in 1H 2025) with no revenue. With 30.3M warrants outstanding at $8.24 weighted average exercise price and 105.9M shares outstanding, investors should monitor cash runway against the company's stated 12-month sufficiency assessment.

What changed: Terrestrial Energy (IMSR) reported Q2 2026 results with a $9.4M net loss, $283.4M in cash/investments, and $6.4M quarterly cash burn, alongside NRC approval of its PIE methodology Topical Report and a signed ground lease with Texas A&M for 77 acres at the RELLIS site. The company raised its estimated lifetime revenue per IMSR Plant to $2.7B (from $2.1B) at 33% blended gross margin and signed an MOU with Riot Platforms for data center co-location. Why it matters: With $283.4M in liquidity and a modest ~$6.4M quarterly burn, the post-de-SPAC company has a multi-year runway to advance licensing and site characterization. NRC topical report approvals and site control at RELLIS are concrete regulatory and operational milestones that de-risk the path toward first IMSR plant deployment in the early 2030s.

What changed: Terrestrial Energy Inc., the HCM II Acquisition Corp. successor, reported that on July 27, 2026 Shawn Matthews informed the company he was resigning from the board of directors, effective the same day. The filing states his decision was not the result of any disagreement on any matter relating to the company's operations, policies or practices. No replacement director, committee reassignment or severance arrangement is disclosed, and the report is signed by Chief Financial Officer Brian Thrasher. Why it matters: Shawn Matthews led the HCM II SPAC that took this company public, so his departure ends the sponsor's direct board presence at the successor roughly a year after closing — the point at which sponsor lock-ups and founder-share restrictions typically lapse. Nothing here touches a trust or a redemption right, and no disagreement is disclosed, but a sponsor principal stepping off the board is a signal about how long the SPAC side intends to stay involved in the company it created.