~~UNITED STATES~~P20YP20YP20YP20YP20YP20YP20YP20Yhttp://fasb.org/us-gaap/2025#ServiceMember0002019804FYhttp://fasb.org/us-gaap/2025#AccountsPayableAndAccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2025#AccountsPayableAndAccruedLiabilitiesCurrent8177142239159901http://fasb.org/us-gaap/2025#ServiceMember11http://fasb.org/us-gaap/2025#BlackScholesMertonModelMemberhttp://fasb.org/us-gaap/2025#BlackScholesMertonModelMemberP1Yhttp://xbrl.sec.gov/country/2025#USfalse0002019804imsr:February2025BridgeRoundOfferingMemberus-gaap:MeasurementInputSharePriceMember2025-02-280002019804imsr:February2025BridgeRoundOfferingMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2025-02-280002019804imsr:February2025BridgeRoundOfferingMemberus-gaap:MeasurementInputPriceVolatilityMember2025-02-280002019804imsr:February2025BridgeRoundOfferingMemberus-gaap:MeasurementInputExpectedTermMember2025-02-280002019804imsr:February2025BridgeRoundOfferingMemberus-gaap:MeasurementInputExercisePriceMember2025-02-280002019804imsr:BridgeRoundOffering2024Memberus-gaap:MeasurementInputSharePriceMember2024-12-310002019804imsr:BridgeRoundOffering2024Memberus-gaap:MeasurementInputRiskFreeInterestRateMember2024-12-310002019804imsr:BridgeRoundOffering2024Memberus-gaap:MeasurementInputPriceVolatilityMember2024-12-310002019804imsr:BridgeRoundOffering2024Memberus-gaap:MeasurementInputExpectedTermMember2024-12-310002019804imsr:BridgeRoundOffering2024Memberus-gaap:MeasurementInputExercisePriceMember2024-12-310002019804us-gaap:USTreasurySecuritiesMember2025-01-012025-12-310002019804us-gaap:StateAndLocalJurisdictionMember2025-12-310002019804us-gaap:ForeignCountryMember2025-12-310002019804us-gaap:StateAndLocalJurisdictionMember2024-12-310002019804us-gaap:ForeignCountryMember2024-12-310002019804country:CA2024-12-310002019804us-gaap:ParentMemberus-gaap:PrivatePlacementMember2025-01-012025-12-310002019804us-gaap:ParentMemberimsr:CashIssuanceMember2025-01-012025-12-310002019804us-gaap:AdditionalPaidInCapitalMemberus-gaap:PrivatePlacementMember2025-01-012025-12-310002019804us-gaap:AdditionalPaidInCapitalMemberimsr:CashIssuanceMember2025-01-012025-12-310002019804us-gaap:PrivatePlacementMember2025-01-012025-12-310002019804imsr:CashIssuanceMember2025-01-012025-12-310002019804us-gaap:NoncontrollingInterestMember2024-01-012024-12-310002019804us-gaap:CommonStockMemberus-gaap:PrivatePlacementMember2025-01-012025-12-310002019804us-gaap:CommonStockMemberimsr:CashIssuanceMember2025-01-012025-12-310002019804imsr:TerrestrialEnergyDevelopmentIncMember2025-10-292025-12-310002019804imsr:SwhCapitalLlcMemberus-gaap:RelatedPartyMember2024-01-012024-12-310002019804us-gaap:CommonStockMember2024-01-012024-12-310002019804us-gaap:RetainedEarningsMember2025-12-310002019804us-gaap:ParentMember2025-12-310002019804us-gaap:AdditionalPaidInCapitalMember2025-12-310002019804us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310002019804us-gaap:RetainedEarningsMember2024-12-310002019804us-gaap:ParentMember2024-12-310002019804us-gaap:AdditionalPaidInCapitalMember2024-12-310002019804us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310002019804srt:ScenarioPreviouslyReportedMemberus-gaap:RetainedEarningsMember2023-12-310002019804srt:ScenarioPreviouslyReportedMemberus-gaap:ParentMember2023-12-310002019804srt:ScenarioPreviouslyReportedMemberus-gaap:NoncontrollingInterestMember2023-12-310002019804srt:ScenarioPreviouslyReportedMemberus-gaap:AdditionalPaidInCapitalMember2023-12-310002019804srt:ScenarioPreviouslyReportedMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310002019804srt:RestatementAdjustmentMemberus-gaap:AdditionalPaidInCapitalMember2023-12-310002019804us-gaap:RetainedEarningsMember2023-12-310002019804us-gaap:ParentMember2023-12-310002019804us-gaap:NoncontrollingInterestMember2023-12-310002019804us-gaap:AdditionalPaidInCapitalMember2023-12-310002019804us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310002019804srt:ScenarioPreviouslyReportedMember2023-12-310002019804us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel1Member2025-12-310002019804us-gaap:FairValueInputsLevel1Member2025-12-310002019804us-gaap:CommonStockMember2025-12-310002019804imsr:ExchangeableStockMember2025-12-310002019804us-gaap:CommonStockMember2024-12-310002019804imsr:ExchangeableStockMember2024-12-310002019804srt:ScenarioPreviouslyReportedMemberus-gaap:PreferredStockMember2023-12-310002019804srt:ScenarioPreviouslyReportedMemberus-gaap:CommonStockMember2023-12-310002019804srt:ScenarioPreviouslyReportedMemberimsr:PreferredExchangeableStockMember2023-12-310002019804srt:ScenarioPreviouslyReportedMemberimsr:CommonExchangeableStockMember2023-12-310002019804srt:RestatementAdjustmentMemberus-gaap:PreferredStockMember2023-12-310002019804srt:RestatementAdjustmentMemberus-gaap:CommonStockMember2023-12-310002019804srt:RestatementAdjustmentMemberimsr:PreferredExchangeableStockMember2023-12-310002019804srt:RestatementAdjustmentMemberimsr:ExchangeableStockMember2023-12-310002019804srt:RestatementAdjustmentMemberimsr:CommonExchangeableStockMember2023-12-310002019804us-gaap:CommonStockMember2023-12-310002019804imsr:ExchangeableStockMember2023-12-310002019804imsr:TerrestrialEnergyDevelopmentIncMemberimsr:HcmIiAcquisitionCorpMemberus-gaap:PrivatePlacementMember2025-10-280002019804srt:MinimumMemberus-gaap:SoftwareDevelopmentMember2025-12-310002019804srt:MinimumMemberus-gaap:ComputerEquipmentMember2025-12-310002019804srt:MaximumMemberus-gaap:SoftwareDevelopmentMember2025-12-310002019804srt:MaximumMemberus-gaap:ComputerEquipmentMember2025-12-310002019804us-gaap:LeaseholdImprovementsMember2025-12-310002019804us-gaap:FurnitureAndFixturesMember2025-12-310002019804us-gaap:EquipmentMember2025-12-310002019804us-gaap:ComputerEquipmentMember2025-12-310002019804imsr:ComputerSoftwareMember2025-12-310002019804us-gaap:LeaseholdImprovementsMember2024-12-310002019804us-gaap:FurnitureAndFixturesMember2024-12-310002019804us-gaap:EquipmentMember2024-12-310002019804us-gaap:ComputerEquipmentMember2024-12-310002019804imsr:ComputerSoftwareMember2024-12-310002019804us-gaap:RetainedEarningsMember2025-01-012025-12-310002019804us-gaap:RetainedEarningsMember2024-01-012024-12-310002019804imsr:February2025BridgeRoundOfferingMember2024-12-012024-12-310002019804imsr:TerrestrialEnergyDevelopmentIncMemberimsr:HcmIiAcquisitionCorpMember2025-10-282025-10-280002019804us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310002019804us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-12-310002019804country:US2025-12-310002019804country:CA2025-12-310002019804country:US2025-12-310002019804country:CA2025-12-310002019804country:US2024-12-310002019804country:CA2024-12-310002019804imsr:TerrestrialEnergyUsaIncMember2024-12-230002019804imsr:SwhCapitalLlcMemberimsr:TerrestrialEnergyUsaIncMember2024-12-220002019804imsr:TerrestrialEnergyUsaIncMember2024-12-2200020198042020-09-022020-09-020002019804srt:MaximumMember2020-09-020002019804imsr:TerrestrialEnergyDevelopmentIncMemberimsr:HcmIiAcquisitionCorpMember2025-10-280002019804imsr:PatentsAndTrademarksMember2025-12-310002019804imsr:IntellectualPropertyRightsMember2025-12-310002019804imsr:PatentsAndTrademarksMember2024-12-310002019804imsr:IntellectualPropertyRightsMember2024-12-310002019804imsr:February2025BridgeRoundOfferingMember2025-01-012025-12-310002019804imsr:BridgeRoundOffering2024Member2025-01-012025-12-310002019804us-gaap:EmployeeStockOptionMember2025-12-310002019804us-gaap:RestrictedStockUnitsRSUMember2025-12-310002019804imsr:SingleReportableSegmentMember2025-01-012025-12-310002019804imsr:SingleReportableSegmentMember2024-01-012024-12-310002019804us-gaap:ConvertibleDebtMemberus-gaap:RelatedPartyMember2024-12-310002019804us-gaap:ConvertibleDebtMemberus-gaap:NonrelatedPartyMember2024-12-310002019804us-gaap:ConvertibleDebtMemberus-gaap:RelatedPartyMember2023-12-310002019804us-gaap:ConvertibleDebtMemberus-gaap:NonrelatedPartyMember2023-12-3100020198042023-12-310002019804us-gaap:MoneyMarketFundsMember2025-12-310002019804us-gaap:CashMember2025-12-310002019804us-gaap:WarrantMember2025-01-012025-12-310002019804us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-12-310002019804us-gaap:EmployeeStockOptionMember2025-01-012025-12-310002019804us-gaap:WarrantMember2024-01-012024-12-310002019804us-gaap:EmployeeStockOptionMember2024-01-012024-12-310002019804us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-12-310002019804us-gaap:EmployeeStockOptionMember2025-01-012025-12-310002019804us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-12-310002019804us-gaap:EmployeeStockOptionMember2024-01-012024-12-310002019804us-gaap:StateAndLocalJurisdictionMember2025-01-012025-12-310002019804us-gaap:ForeignCountryMember2025-01-012025-12-310002019804us-gaap:StateAndLocalJurisdictionMember2024-01-012024-12-310002019804us-gaap:ForeignCountryMember2024-01-012024-12-310002019804us-gaap:CommonStockMember2025-01-012025-12-3100020198042025-10-282025-10-280002019804us-gaap:USTreasurySecuritiesMember2025-12-310002019804srt:MinimumMember2025-01-012025-12-310002019804srt:MaximumMember2025-01-012025-12-310002019804imsr:TerrestrialEnergyDevelopmentIncMemberimsr:HcmIiAcquisitionCorpMemberus-gaap:PrivatePlacementMember2025-10-282025-10-280002019804imsr:TerrestrialEnergyDevelopmentIncMemberimsr:HcmIiAcquisitionCorpMember2025-01-012025-12-310002019804country:CA2025-01-012025-12-310002019804country:CA2024-01-012024-12-3100020198042025-01-012025-10-280002019804us-gaap:RelatedPartyMember2024-12-310002019804us-gaap:NonrelatedPartyMember2024-12-310002019804us-gaap:RelatedPartyMember2025-01-012025-12-310002019804us-gaap:NonrelatedPartyMember2025-01-012025-12-310002019804us-gaap:RelatedPartyMember2024-01-012024-12-310002019804us-gaap:NonrelatedPartyMember2024-01-012024-12-3100020198042020-09-0200020198042025-03-310002019804imsr:TerrestrialEnergyDevelopmentIncMember2025-12-310002019804imsr:BridgeRoundOffering2024Member2024-04-012024-12-310002019804us-gaap:ConvertibleDebtMemberus-gaap:RelatedPartyMember2025-01-012025-12-310002019804us-gaap:ConvertibleDebtMemberus-gaap:NonrelatedPartyMember2025-01-012025-12-310002019804us-gaap:ConvertibleDebtMemberus-gaap:RelatedPartyMember2024-01-012024-12-310002019804us-gaap:ConvertibleDebtMemberus-gaap:NonrelatedPartyMember2024-01-012024-12-310002019804imsr:AutomaticConversionOfDebtUponInitialPublicOfferingMemberimsr:February2025BridgeRoundOfferingMember2025-02-012025-02-280002019804imsr:AutomaticConversionOfDebtUponAttainingThresholdIssuanceOfCommonAndPreferredSharesExceptSpacSharesMemberimsr:February2025BridgeRoundOfferingMember2025-02-012025-02-280002019804imsr:February2025BridgeRoundOfferingMember2025-02-012025-02-280002019804imsr:AutomaticConversionOfDebtUponInitialPublicOfferingMemberimsr:BridgeRoundOffering2024Member2024-04-012024-12-310002019804imsr:AutomaticConversionOfDebtUponAttainingThresholdIssuanceOfCommonAndPreferredSharesExceptSpacSharesMemberimsr:BridgeRoundOffering2024Member2024-04-012024-12-310002019804imsr:AutomaticConversionOfDebtUponSpecialPurposeAcquisitionCompanyMergerMemberimsr:February2025BridgeRoundOfferingMember2025-02-012025-02-280002019804imsr:AutomaticConversionOfDebtUponSpecialPurposeAcquisitionCompanyMergerMemberimsr:BridgeRoundOffering2024Member2024-04-012024-12-310002019804imsr:TerrestrialEnergyDevelopmentIncMember2025-12-312025-12-310002019804imsr:TerrestrialEnergyDelawareIncMember2023-12-130002019804imsr:TerrestrialEnergyCanadaExchangeIncMember2023-12-130002019804imsr:February2025BridgeRoundOfferingMember2025-02-280002019804imsr:BridgeRoundOffering2024Member2024-12-310002019804imsr:TerrestrialEnergyDevelopmentIncMember2025-10-280002019804us-gaap:ParentMember2025-01-012025-12-310002019804us-gaap:AdditionalPaidInCapitalMember2025-01-012025-12-310002019804us-gaap:ParentMember2024-01-012024-12-310002019804us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-3100020198042024-01-012024-12-3100020198042025-12-3100020198042024-12-3100020198042025-10-012025-12-310002019804us-gaap:WarrantMember2025-01-012025-12-310002019804us-gaap:CommonStockMember2025-01-012025-12-3100020198042025-06-3000020198042026-03-2500020198042025-01-012025-12-31imsr:Yxbrli:sharesiso4217:USDiso4217:USDxbrli:sharesimsr:Votexbrli:pureimsr:itemiso4217:CADxbrli:sharesiso4217:CADimsr:segment

~~SECURITIES~~Table ~~AND~~of ~~EXCHANGE COMMISSION~~Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)



(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025 or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For the fiscal year ended December 31, 2024~~001-42252

or(Commission File Number)

~~☐ TRANSITION~~TERRESTRIAL ~~REPORT~~ENERGY ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~INC.

For the transition period from to

Commission file number: 001-42252

HCM II ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1785406

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Delaware(Jurisdiction of Incorporation)	98-1785406(I.R.S. Employer Identification No.)	(646) 687-8212(Registrant’s telephone number)
2730 W. Tyvola Road, Suite 100Charlotte, NC 28217(Address and postal code of principal executive offices)

100 First Stamford Place, Suite 330 Stamford, CT		06902
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 930-2200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant	HONDU	The Nasdaq Stock Market LLC
Title of each class	Trading symbol	Name of each exchange on which registered
Class A Ordinary Shares, par value $0.0001 per share	HOND	The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share	IMSR	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at a price of $11.50 per share	HONDW	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Common Stock at a price of $11.50 per share	IMSRW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or ~~Section~~ 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ~~(§ 232.405 of this chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant has ~~filed~~elected anot ~~report~~to onuse ~~and~~the ~~attestation~~extended totransition ~~its~~period ~~management’s~~for ~~assessment~~complying ofwith ~~the~~any ~~effectiveness~~new ofor ~~its~~revised ~~internal~~financial ~~control~~accounting ~~over~~standards ~~financial reporting~~provided ~~under~~pursuant to Section ~~404~~13(ba) of the ~~Sarbanes-Oxley~~Exchange Act ~~(15 U~~.~~S.C.~~ ~~7262(b)) by the registered public accounting firm that prepared or issued its audit report.~~ ☐

IfIndicate ~~securities~~by ~~are~~check ~~registered~~mark ~~pursuant~~whether the registrant has filed a report on and attestation to ~~Section 12(b)~~its management’s assessment of the ~~Act,~~effectiveness ~~indicate~~of byits ~~check~~internal ~~mark~~control ~~whether~~over ~~the~~ financial ~~statement~~reporting under Section 404(b) of the ~~registrant~~Sarbanes-Oxley ~~included~~Act inby the ~~filing~~registered ~~reflect~~public ~~the~~accounting ~~correction of~~firm anthat ~~error~~prepared toor ~~previously~~ issued ~~financial~~its ~~statement~~audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ ☐ No ☐☒

The ~~registrant’s~~aggregate ~~securities were not listed on any exchange and had no~~ market value as of the ~~last~~common ~~business~~shares ~~day~~ of ~~the~~Terrestrial ~~second~~Energy ~~fiscal quarter of 2024~~Inc. ~~The~~(formerly ~~registrant’s~~known ~~Units begin~~as ~~trading~~HCM onII ~~the~~Acquisition ~~Nasdaq Stock Market on August 16, 2024 and the registrant’s Class A Ordinary Shares and Warrants began trading on the Nasdaq Stock Market on October 10, 2024~~Corp.) ~~The aggregate market value of the registrant’s outstanding Class A Ordinary Shares, other than Class A Ordinary Shares~~ held by ~~persons who may be deemed~~ non-affiliates ofwas ~~the registrant~~$191,475,000 ~~computed~~as byof ~~reference~~June ~~to the closing price for the Class A Ordinary Shares on December 31~~30, ~~2024~~2025, the last business day of the ~~reporting~~registrant’s ~~period,~~most asrecently ~~reported~~completed onsecond ~~the~~fiscal ~~Nasdaq Stock Market was $232,300,000~~quarter.

AsThe number of ~~March~~common ~~31,~~shares ~~2025,~~outstanding ~~there~~as ~~were~~of ~~23,000,000~~March ~~Class A Ordinary Shares~~25, ~~par~~2026 ~~value~~was ~~$0.0001 per share~~105, ~~and 5~~935,~~750,000 Class B Ordinary Shares, par value $0~~266.~~0001 per share, of the registrant issued and outstanding.~~

~~TABLE~~DOCUMENTS OFINCORPORATED ~~CONTENTS~~BY REFERENCE

		PAGE
PART I		1
Item 1.	Business.	1
Item 1A.	Risk Factors.	19
Item 1B.	Unresolved Staff Comments.	22
Item 1C.	Cybersecurity.	22
Item 2.	Properties.	22
Item 3.	Legal Proceedings.	22
Item 4.	Mine Safety Disclosures.	22
PART II		23
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	23
Item 6.	[Reserved]	23
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	24
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	27
Item 8.	Financial Statement and Supplementary Data.	27
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	27
Item 9A.	Controls and Procedures.	28
Item 9B.	Other Information.	28
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	28
PART III		29
Item 10.	Directors, Executive Officers and Corporate Governance.	29
Item 11.	Executive Compensation.	37
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	38
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	40
Item 14.	Principal Accountant Fees and Services.	42
PART IV		44
Item 15.	Exhibit and Financial Statement Schedules.	44
Item 16.	Form 10-K Summary.	44

Portions of the registrant’s Proxy Statement to be filed within 120 days after the end of the fiscal year ended December 31, 2025 in connection with the registrant’s 2026 annual general meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

~~This~~Table ~~Report (as defined below), including, without limitation, statement under “Item 7. Management’s Discussion and Analysis~~ of Financial Condition and Results of Operations,” includes forward-looking statement within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statement include, but are not limited to, statement regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statement that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statement. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.Contents

~~Forward-looking statement in this Report may include, for example, statement about:~~

● our ability to select an appropriate target business or businesses;


		Page
	Part I
Item 1.	Business	3
Item 1A.	Risk Factors	30
Item 1B.	Unresolved Staff Comments	63
Item 1C.	Cybersecurity	63
Item 2.	Properties	65
Item 3.	Legal Proceedings	65
Item 4.	Mine Safety Disclosures	65

	Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	66
Item 6.	Reserved	66
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	67
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	74
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	72
Item 9A.	Controls and Procedures	72
Item 9B.	Other Information	72
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	73

	Part III
Item 10.	Directors, Executive Officers and Corporate Governance	74
Item 11.	Executive Compensation	74
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	74
Item 13.	Certain Relationships and Related Transactions, and Director Independence	74
Item 14.	Principal Accountant Fees and Services	74

	Part IV
Item 15.	Exhibits and Financial Statement Schedules	75
Item 16.	Form 10-K Summary	78
Signatures		79

~~● our ability to complete our initial business combination;~~

●Table ~~our~~of ~~success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;~~Contents

~~● our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;~~ITEM 1. BUSINESS

●References ~~our~~in ~~potential~~this ~~ability~~section to ~~obtain~~“we,” ~~additional~~“our,” ~~financing~~“us,” the “Company” or “Terrestrial Energy” generally refer to ~~complete~~Terrestrial ~~our~~Energy ~~initial~~Inc. ~~business~~and ~~combination;~~its subsidiaries.

~~● our pool of prospective target businesses;~~Mission

●Terrestrial Energy Inc. is an advanced nuclear technology company developing the ~~adverse~~Integral ~~impacts~~Molten Salt Reactor nuclear plant (“IMSR Plant”), which uses the Company’s proprietary design of ~~certain~~Molten ~~events~~Salt Reactor (~~such~~“MSR”). asOur ~~terrorist~~mission ~~attacks~~is to transform global energy markets by commercializing our IMSR Plant, ~~natural~~which ~~disasters~~will ordeliver low-carbon electricity and industrial heat with superior economics, speed to deployment, and siting flexibility. In a ~~significant~~world ~~outbreak~~demanding ofrapid, ~~infectious~~scalable ~~diseases)~~nuclear onsolutions, ~~our~~the ~~ability~~IMSR Plant offers a viable, efficient alternative to ~~consummate~~both anthe ~~initial~~limitations ~~business~~of ~~combination;~~legacy nuclear and the intermittency of renewables.

●Corporate ~~the ability of our officers and directors to generate a number of potential business combination opportunities;~~History

●HCM ~~our~~II ~~public~~Acquisition ~~securities’~~Corp. ~~potential~~(“HCM ~~liquidity~~II”) was a special purpose acquisition company incorporated on April 4, 2024, as a Cayman Islands exempted corporation for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. On October 23, 2025, HCM II domesticated as a Delaware corporation and ~~trading;~~changed its name to “Terrestrial Energy Inc.” (the “Company”). On October 28, 2025, pursuant to the Business Combination Agreement, dated as of March 26, 2025, as amended (the “Business Combination”), the Company completed the Business Combination with Terrestrial Energy Development Inc. (“TEDI”), a Delaware corporation, with TEDI surviving as a wholly owned subsidiary of the Company. Following the Business Combination, the Company became a holding company whose operations are conducted through TEDI and whose primary asset is its equity interest in TEDI. For accounting and financial reporting purposes, the Business Combination was accounted for as a reverse recapitalization, with TEDI treated as the accounting acquirer and HCM II treated as the accounting acquiree.

●Market ~~the lack of a market for our securities;~~Opportunity

●Global ~~the~~energy ~~use~~fundamentals are shifting rapidly in response to geopolitical tensions, infrastructure demands, and surging electricity consumption, with nuclear energy emerging as a critical component of ~~proceeds~~future ~~not~~supply. ~~held~~According into the ~~trust~~U.S. Energy ~~account~~Information orAgency ~~available~~(“EIA”) and its International Energy Outlook of 2023, global primary energy demand is projected to usrise 29% from ~~interest~~2025 ~~income~~to on2050, ~~the~~and ~~trust~~electricity ~~account~~generation ~~balance;~~by 43% in that same period.

●Nuclear energy’s role in meeting this demand is driven by both energy security objectives and changing requirements from innovations such as those in the ~~trust~~digital ~~account~~economy. ~~not~~In ~~being~~advanced ~~subject~~economies, energy supply growth is hindered by electric transmission and pipeline congestion, leading governments and industrial consumers to ~~claims~~reconsider electricity infrastructure and reframe nuclear energy, particularly distributed generation solutions with small and modular nuclear plants as a pillar of ~~third~~strategic ~~parties;~~energy orreliability.

●Governments ~~our~~are ~~financial~~responding ~~performance~~with forceful and coordinated action. On May 23, 2025, the President of the United States signed a set of executive orders that lower deployment barriers and streamline federal support for developing new nuclear energy technologies. These actions follow a broader policy pivot, where national energy strategy is increasingly aligned with national security strategy. Compared to past decades, the recent policy recognition of the advantages of nuclear energy is exceptional and a positive development for the nuclear energy industry.

~~The~~In ~~forward-looking statement contained in~~ this ~~Report~~policy ~~are based on our current expectations~~ and ~~beliefs~~market ~~concerning~~demand ~~future~~context, ~~developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that~~ we ~~have~~believe ~~anticipated. These forward-looking statement involve a number of risks, uncertainties (some of which are beyond~~ our ~~control)~~IMSR orPlant ~~other~~is ~~assumptions that may cause actual results or performance~~ well-suited to bemeet ~~materially~~the ~~different~~urgent ~~from~~energy ~~those~~priorities ~~expressed~~now orshaping ~~implied~~markets ~~by these forward-looking statement. These risks~~ and ~~uncertainties include,~~policy ~~but~~across ~~are~~advanced ~~not~~economies ~~limited~~ to, ~~those~~deliver ~~factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize~~secure, ~~or should any of our assumptions prove incorrect~~reliable, ~~actual~~and ~~results~~resilient ~~may~~power ~~vary~~at ~~in material respects from those projected in these forward-looking statement. We undertake no obligation to update or revise any forward-looking statement, whether as~~ a ~~result~~time ofwhen ~~new~~nations ~~information,~~are ~~future~~reasserting ~~events~~control orover ~~otherwise,~~critical ~~except~~infrastructure asand ~~may~~supply ~~be required under applicable securities laws~~chains.

ii3

~~Additionally,~~Table the SEC has adopted new rules and regulations for special purpose acquisition companies (“SPACs”), which became effective on July 1, 2024. The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures relating to SPAC business combination transactions; (iii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and business combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed business combination transactions; and (v) the requirement that both the SPAC and its target company be co-registrants for business combination registration statement. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to complete our initial business combination and may increase the costs and time related thereto.Contents

InThe ~~addition,~~IMSR ~~statements~~Plant ~~that contain “~~we ~~believe”~~are ~~and~~developing ~~similar~~offers ~~statement~~a ~~reflect~~scalable ~~our~~solution ~~beliefs~~for governments and ~~opinions~~industries onseeking ~~the~~reliable ~~relevant~~energy ~~subject.~~at ~~These~~fossil ~~statement~~fuel ~~are~~scale. ~~based on~~It ~~information~~is ~~available~~designed to usprovide aslow-cost, offirm ~~the~~power ~~date~~and ofdeployable ~~this~~at ~~Report.~~or ~~Although~~near wesites ~~believe~~of ~~that~~industrial ~~this~~demand ~~information~~enabling ~~provides~~distributed ageneration ~~reasonable~~with ~~basis~~customizable ~~for these~~thermal ~~statement,~~and ~~this~~electric ~~information~~output. ~~may~~This bedecentralized ~~limited~~capability orwill ~~incomplete.~~reduce ~~Our~~transmission ~~statement~~risks, ~~should~~enhance ~~not~~energy beautonomy, ~~read~~and tosupport ~~indicate~~rapid ~~that~~deployment wewithout ~~have~~requiring ~~conducted~~major ~~an exhaustive~~grid ~~inquiry~~expansion. ~~into,~~As ordemand ~~review~~accelerates ofacross sectors, ~~all~~we ~~relevant~~believe ~~information.~~our ~~These~~IMSR ~~statement~~Plant iswill ~~inherently~~enable ~~uncertain,~~ and ~~investors~~promote ~~are~~both ~~cautioned not~~economic tocompetitiveness ~~unduly~~and ~~rely~~sovereign onenergy ~~this statement~~resilience.

~~GLOSSARY~~We estimate our current serviceable addressable market (“SAM”) to exceed $1.4 trillion in Organisation for Economic Co-operation and Development (“OECD”) countries ($800 billion in grid-based electricity and $600 billion in high-temperature industrial heat), growing to $1.9 trillion by 2050.

~~Unless otherwise stated in this Report, or the context otherwise requires, references to:~~Overview

●IMSR ~~“2024 SPAC Rules” are to the new rules~~ and ~~regulations~~Gen IV ~~for SPACs adopted by the SEC on January 24, 2024, which became effective on July 1, 2024;~~Technology

●Our IMSR is a Molten Salt Reactor (“~~we,~~MSR”), one of the generic advanced reactor technologies classified as a Generation IV (“~~us,~~Gen IV”) reactor by the Generation IV International Forum (“~~company~~GIF”), oran ~~“our~~intergovernmental ~~company”~~organization ~~are~~founded in 2001 by the United States, Canada, the United Kingdom, and other member countries as they aimed to ~~HCM~~respond IIto ~~Acquisition~~the ~~Corp~~economic, environmental and social requirements of nuclear energy in the 21st century. GIF members seek to bring to market advanced reactors through international collaboration for their timely development. Its objectives for selecting Gen IV reactor technologies are those that encompass enhanced fuel efficiency, aminimized ~~Cayman~~waste ~~Islands~~generation, ~~exempted~~economic ~~company;~~competitiveness, and adherence to rigorous safety and proliferation resistance measures.

●The ~~“Class~~Gen IV Areactor ~~Ordinary~~class ~~Shares”~~is ~~are~~a todiverse ~~our~~set ~~class~~of Areactor ~~ordinary~~technologies, ~~shares~~fundamentally ofdistinct afrom ~~par~~legacy ~~value~~(Light ofWater ~~US$0~~Reactor) nuclear technology.~~0001~~ ~~each;~~Despite wide variations, Gen IV reactor technologies generally have a principal common operational attribute: they operate at higher temperatures (approximately 400°C to 800°C).

●We ~~“Class~~believe Bthat ~~Ordinary~~the ~~Shares”~~reactor ~~are~~technology toand nuclear plant design choices that we have used in our ~~class~~IMSR BPlant ~~ordinary~~design ~~shares~~address a major factor limiting the growth of anuclear ~~par~~energy ~~value~~supply: the fundamental capital inefficiency of ~~US$0~~legacy nuclear technology, and by extension the uncompetitive levelized cost of nuclear energy supply over full life of plant.~~0001~~ ~~each;~~Legacy nuclear technology was originally developed for military submarine propulsion and adapted for civilian use in the 1950s. New nuclear plants built using legacy nuclear technology today face increasing economic challenges and a threat of economic obsolescence due to rising construction costs, costly and complex regulatory requirements, and limited operational flexibility. We believe that new plants built on legacy nuclear technology will not be commercially viable without substantial public subsidies and sponsorship. In addition, they are generally only well suited for serving electric grid markets and are not well aligned with energy demand requirements for distributed and efficient supply of cost-competitive and flexible thermal and electric energy.

●An ~~“Companies~~MSR ~~Act”~~uses ~~are~~a tomolten salt as both the ~~Companies~~nuclear ~~Act~~fuel ~~(As~~and ~~Revised)~~reactor coolant, in contrast to legacy nuclear technology that uses a solid nuclear fuel arranged in assemblies of fuel rods and water as the ~~Cayman~~reactor ~~Islands~~coolant. Molten salt coolants are thermally far more stable than water, which enables stable, high-temperature reactor operation. This importantly allows for high-efficiency steam turbines operation and electric power generation, as well as the ~~same~~direct ~~may~~supply beof ~~amended~~high-temperature thermal ~~from~~energy ~~time~~for industrial plant operators seeking clean energy alternatives to ~~time;~~fossil fuel combustion in industrial processes. Our IMSR Plant incorporates our proprietary design of MSR.

●We ~~“Completion~~have ~~Window”~~developed ~~are~~a torecognized ~~(i)~~expertise ~~the~~in ~~period~~MSR ~~ending~~technology onsince ~~the~~inception ~~date~~of ~~that~~our iscompany 24in ~~months~~2013. ~~from~~At the ~~closing~~invitation of the ~~Initial~~Canadian ~~Public~~government ~~Offering~~in May 2019, orour ~~such~~Company, ~~earlier~~represented ~~liquidation~~by ~~date~~our asChief ~~our~~Technology ~~board~~Officer, ofjoined ~~directors~~the ~~may~~Gen IV ~~approve,~~International inForum ~~which~~as wea ~~must~~signatory ~~complete~~to anthe ~~initial~~MSR ~~business~~provisional ~~combination~~System orSteering ~~(ii)~~Committee. ~~such~~To ~~other~~our ~~time~~knowledge ~~period~~our inCompany ~~which~~is wecurrently ~~must~~the ~~complete~~only anprivate ~~initial~~sector ~~business~~company ~~combination~~that ~~pursuant~~is toa ansignatory; ~~amendment~~we tobelieve ~~our~~this ~~amended~~demonstrates ~~and~~the ~~restated~~Company’s ~~memorandum~~leadership ~~and~~position ~~articles~~in ofMSR ~~association;~~technology.

~~● “Initial Shareholders” are to our Sponsor and any other holders of our Class B Ordinary Shares immediately prior to the Initial Public Offering;~~4

●Table ~~“Investment Company Act” are to the Investment Company Act~~ of ~~1940, as amended;~~Contents

●We ~~“management”~~have ordesigned our ~~“management~~IMSR ~~team”~~Plant ~~are~~to be small and modular, which we believe will enable greater geographic siting flexibility and more efficient construction through the use of factory manufactured modules and their on-site assembly. We believe the market will demand clean, firm, and cost-competitive energy at, or near to, ~~our~~the ~~officers~~point of industrial demand to mitigate grid and ~~directors~~pipeline congestion. We believe that the IMSR Plant’s attributes including its size and modular architecture, and economic efficiency, may make it a competitive and timely solution to this demand.

~~iii~~Our IMSR Plant will use low enriched uranium enriched to <5% U235, which we refer to as standard-assay low enriched uranium (“SALEU”). This is the nuclear fuel used by the large majority of the world’s nuclear plants and widely available in today’s nuclear supply chain. We have intentionally avoided high-assay low enriched uranium enriched to between 15% and 19.9% U235 (“HALEU”), the nuclear fuel used by competing Gen IV technologies. We believe that HALEU presents substantially greater supply chain challenges than the SALEU used by the IMSR Plant. Accordingly, we believe that the use of SALEU will position the IMSR Plant more favorably for earlier deployment than other Gen IV technologies using HALEU as their nuclear fuel.

●Since ~~“non-managing~~2015, ~~sponsor~~we ~~investors”~~have ~~means~~engaged ~~seventeen institutional investors (none of which are affiliated~~ with ~~any~~U.S. and ~~member~~Canadian ofnuclear ~~our~~regulators ~~management,~~and ~~other~~achieved ~~members~~clear ofIMSR ~~our~~Plant ~~Sponsor~~regulatory ~~or any other investor) that had expressed an interest to indirectly purchase~~milestones, ~~through~~which ~~the~~are ~~purchase~~described ~~of non-managing Sponsor membership interests, an aggregate of approximately $226,118,030 of the units~~ in the ~~Initial~~“Regulatory ~~Public~~Matters” ~~Offering~~section atbelow. ~~the~~Based ~~offering~~on ~~price~~our ~~and~~experiences ~~(ii)~~from ~~through~~our ~~the~~engagements ~~Sponsor,~~with annuclear ~~aggregate of 3~~regulators,~~500,000~~ ofincluding the ~~6,850,000~~Canadian ~~Private~~regulator’s ~~Placement~~programmatic ~~Warrants~~review ~~at a price~~ of ~~$1.00~~our ~~per~~IMSR ~~warrant~~Plant ~~($3,500,000~~design concluded in ~~the aggregate); subject to each non-managing Sponsor investor purchasing~~April 2023, ~~through~~we ~~the~~believe ~~Sponsor,~~that the ~~Private~~IMSR ~~Placement~~Plant ~~Warrants~~is ~~allocated~~ well-positioned to itsecure inregulatory ~~connection~~approval ~~with~~for ~~the~~commercial ~~closing~~operations ofin the Initial Public Offering the Sponsor issued membership interests at a nominal purchase price to the non-managing sponsor investors at the closing of the Initial Public Offering reflecting interests in an aggregate of 48U.7%S. ofand ~~the~~other ~~Class~~target Bmarkets ~~Ordinary~~upon ~~Shares~~application ~~held~~ by ~~the Sponsor (or 2,800,000 Class B Ordinary Shares)~~customers. ~~None~~Commercialization of the ~~non-managing~~IMSR ~~sponsor~~Plant ~~investors~~is ~~had~~subject ~~expressed~~ to usapplicable anregulatory ~~interest in purchasing more than 9~~approvals.9% ofSee ~~the~~“— Regulatory ~~units~~Matters” ~~to be sold in the Initial Public Offering;~~below.

●Our ~~“ordinary~~business ~~resolution”~~model ~~are~~is intended to asupport ~~resolution~~long-term, ofrecurring, ~~the~~and ~~company~~capital-efficient revenue ~~passed~~streams bythrough the ~~holders~~development, commercialization, and deployment of aour ~~majority~~IMSR Plant. Our customers will be IMSR Plant project developers who are also likely to be the owner-operators of the ~~ordinary~~IMSR ~~shares,~~Plant ~~who,~~to ~~being~~whom ~~entitled~~we plan to doprovide ~~so,~~engineering ~~vote~~and inconstruction ~~person~~services orand bysupply ~~proxy~~fuel atand akey ~~general~~components. ~~meeting~~We ofintentionally ~~the~~avoid ~~company~~a build-own-operate model for nuclear plants, orpreferring ato ~~resolution~~leverage ~~approved~~scale in ~~writing~~our bynuclear ~~all~~supply ofchain ~~the~~to ~~holders~~support faster deployment of IMSR Plants to the ~~issued~~owners/operators ~~ordinary~~of ~~shares~~nuclear ~~entitled~~plants, subject to ~~vote~~regulatory onand ~~such~~market ~~matter;~~conditions.

●We expect our revenues to derive from four principal streams — (i) pre-construction services, (ii) construction services and component supply, including the main reactor component called the “~~ordinary~~IMSR ~~shares~~Core-unit”, ~~are~~(iii) post-construction IMSR Core-unit supply and (iv) post-construction IMSR fuel supply. Each revenue stream is anticipated to ~~our~~be ~~Class~~repeatable Aacross ~~Ordinary~~multiple ~~Shares~~IMSR Plant projects simultaneously, and ~~our~~IMSR ~~Class~~Core-unit and BIMSR ~~Ordinary~~fuel ~~Shares~~supply revenues are structured to recur throughout the 56-year operating life of an IMSR Plant. The operating life of the IMSR Plant is 56 years by design; revenue generation for the Company begins during pre-construction and construction, typically four years or more, making the period of revenue generation for the Company over 60 years excluding decommissioning services. Each subsequent IMSR Core-unit replacement cycle provides an additional revenue opportunity at attractive margins.

●In ~~“Public~~response ~~Shares”~~to ~~are~~evolving tomarket ~~Class~~demand Afor ~~Ordinary~~our ~~Shares~~IMSR ~~sold~~Plant, aswe ~~part~~have a pipeline of ~~the~~over ~~units~~ten early-stage IMSR Plant projects each at an identified site. We play an active role in the ~~Initial~~establishment ~~Public~~of ~~Offering~~each ~~(whether~~project ~~they~~and ~~were~~its ~~purchased~~member consortium. An IMSR Plant project is established with an initial consortium of members, and each includes one or more of off-takers, site owners, nuclear plant operators, and suppliers expressing interest in the ~~Initial~~project ~~Public~~with ~~Offering~~an MOU and/or ~~thereafter~~LOI. Our portfolio of early-stage projects covers a range of industrial sectors such as mining, chemical and petrochemical production, data centers, and grid power provision. Our near-term project milestones include the completion of site characterization work, which is the antecedent to the project’s submission of a USNRC Construction Permit application. We establish a project’s initial consortium by drawing from our portfolio of over 50 collaborative industry relationships, where each such relationship has expressed an interest in our IMSR Plant and has undertaken investigations and due diligence. We expect these collaborative industry relationships to support the ~~open~~growth ~~market);~~of our project pipeline with additional IMSR Plant projects. Illustrating this approach to IMSR Plant project development from the formation of its initial consortium, we have announced developments with consortia members and projects over the last 12 months with industrials, suppliers, research partners, and site owners, such as Schneider Electric, Zachry Group, Viaro Energy, Energy Solutions, Texas A&M University and most recently Ameresco. To illustrate further, our Texas A&M project consortium consists of an EPC, a nuclear utility, the site owner, a nuclear fuel supply, and other suppliers.

● “public shareholders” are to the holders of our Public Shares, including our Initial Shareholders, our management team and any non-managing sponsor investors to the extent our Initial Shareholders and members of our management team and any non-managing sponsor investors purchase Public Shares, provided that the each initial shareholder’s and member of our management team’s and any non-managing sponsor investors’ status as a “public shareholder” only exists with respect to such Public Shares;5

●Table ~~“Public Warrants” are to the warrants sold as part~~ of ~~the units in the Initial Public Offering (whether they were purchased in the Initial Public Offering or thereafter in the open market);~~Contents

●Our ~~“Private~~Texas ~~Placement~~A&M ~~Warrants”~~project ~~are~~is toa ~~the~~collaboration ~~warrants~~with ~~issued~~Texas toA&M ~~our~~University, ~~Sponsor~~a leading nuclear engineering and ~~Cantor~~technology ~~Fitzgerald~~university in the U.S., to construct and operate a commercial IMSR Plant at its RELLIS campus in Bryan, Texas, as well as undertake IMSR system R&D Cotesting activities employing the expert resources of the university’s engineering faculty. Our collaboration with Texas A&M has the potential to accelerate our business plans, in aparticular ~~private~~as ~~placement~~it ~~simultaneously~~aligns with recent policy statements supporting the ~~closing~~commercialization of advanced nuclear technologies made by the ~~Initial~~Trump ~~Public~~Administration, ~~Offering;~~and U.S. Federal and Texas state governments.

●We ~~“special~~believe ~~resolution”~~the ~~are~~development toand acommercialization ~~resolution~~ of the ~~company~~IMSR ~~passed~~Plant byaligns atwith ~~the~~increasing ~~holders~~U.S. ofand ainternational ~~majority~~policy ofsupport atfor ~~least~~nuclear ~~two-thirds~~innovation, ~~(2/3)~~driven ofby ~~the~~national ~~ordinary~~energy ~~shares~~supply ~~(or~~insecurities, ~~such~~and ~~higher~~elevated ~~approval~~by ~~threshold~~geopolitical asrisks ~~specified~~such inas the ~~company’s~~Ukraine ~~amended~~War. ~~and~~Other ~~restated~~recent ~~memorandum~~international ~~and articles of association) who~~developments, ~~being~~such ~~entitled~~as tothe dodeclarations ~~so,~~at ~~vote~~the in28th Conference ~~person~~of orthe byParties ~~proxy~~to atthe UN aFramework ~~general~~Convention ~~meeting~~on ofClimate ~~the~~Change ~~company~~(“COP28”) ofin ~~which~~Dubai, ~~notice~~have ~~specifying~~underscored the ~~intention~~necessity toof ~~propose~~a ~~the~~massive ~~resolution~~expansion asof anuclear ~~special~~energy ~~resolution~~supply ~~has~~to ~~been~~achieve ~~duly given~~policy, oreconomic aand ~~resolution~~environmental ~~approved~~goals. inOur ~~writing~~technology bydevelopment ~~all~~roadmap oftargets ~~the~~first ~~holders~~commercial operations of ~~the~~an ~~issued~~IMSR ~~shares~~Plant ~~entitled~~during to2034, ~~vote~~subject onto ~~such~~regulatory ~~matter~~approval ~~(or~~and ~~such~~financing, ~~lower~~with ~~threshold~~commercial asfleet ~~may~~deployment beanticipated ~~allowed~~in ~~under~~ the ~~Companies~~late ~~Act from time to time);~~2030s.

●Our ~~“Sponsor”~~IMSR ~~are~~Plant’s toCompetitive ~~HCM Investor Holdings II, LLC, a Cayman limited liability company; and~~Strengths

●Our ~~“warrants”~~IMSR ~~are~~Plant toincorporates ~~our~~operating ~~Public~~characteristics ~~Warrants~~that ~~and~~differentiate ~~Private~~it ~~Placement~~from ~~Warrants~~nuclear plants built using legacy nuclear technology as well as other competing Gen IV reactor technologies. We believe that these differentiating operating characteristics create competitive advantages for our IMSR Plant.

~~Any~~• High-temperature and low-pressure reactor ~~conversion~~operation ofwith high inherent safety for efficient electricity generation and thermal energy supply for industrial processes. Our IMSR Plant’s MSR technology is designed to enable it to supply thermal energy at 585°C from a reactor that operates at low pressure with high inherent safety. These are not the ~~Class~~defining Bcharacteristics ~~Ordinary~~of ~~Shares~~legacy ~~described in~~nuclear technology nor many other Gen IV technologies. Importantly at this ~~Report~~high ~~will~~temperature, ~~take~~the ~~effect~~IMSR Plant facilitates high-efficiency steam turbine operation and electric power generation as well as direct application to a ~~compulsory~~broad ~~redemption~~set of ~~Class~~industrial Bprocesses ~~Ordinary~~that ~~Shares~~require these high temperatures, such as chemical synthesis, petrochemical refining, materials manufacturing, and anefficient ~~issuance~~hydrogen ofproduction. ~~Class~~By Acomparison, ~~Ordinary~~legacy ~~Shares~~nuclear astechnologies ~~a matter~~typically ofsupply ~~Cayman~~thermal ~~Islands~~energy ~~law~~at <300 °C, which when used for steam generation leads to lower efficiency for turbine operation and electric power generation. Other current Gen IV competing technologies generally range from 440-585 °C and are less well-suited for high temperature industrial applications.

~~Any~~• Availability ~~forfeiture~~ of ~~shares~~Nuclear fuel supply. Our IMSR Plant uses SALEU nuclear fuel, as opposed to more expensive and ~~all~~supply-constrained HALEU ~~references~~nuclear tofuel ~~forfeiture of~~relied ~~shares~~upon by other competing Gen IV technologies, ~~described~~including inthose ~~this~~using ~~Report~~MSR ~~shall~~technology. ~~take~~SALEU ~~effect~~fuel ashas abeen ~~surrender~~the ofstandard ~~shares~~fuel used by legacy nuclear technologies for nomany ~~consideration~~decades, and as asuch, ~~matter~~is ofgenerally ~~Cayman~~available ~~Islands~~from ~~law. Any~~the ~~share~~current ~~dividend~~nuclear ~~described~~supply chain in ~~this~~commercial ~~Report~~quantities, ~~will~~and ~~take~~the ~~effect~~regulatory asrequirements afor ~~share~~its ~~capitalization~~safe asand asecure ~~matter~~use are long established and widely understood in the nuclear industry. Our use of ~~Cayman~~SALEU ~~Islands~~aligns ~~law~~our (IMSR Plant with existing fuel suppliers and fuel supply regulatory frameworks for production and transportation, potentially supporting earlier commercialization. We believe that our IMSR Plant is, ~~an issuance~~one of ~~shares~~the ~~from~~very ~~share~~few ~~premium)~~Gen IV nuclear plant designs that provides high temperature output using SALEU as opposed to HALEU nuclear fuel.

iv• Cost Efficiencies and Use Flexibility from Separating Nuclear and Thermal/Electrical systems. Our IMSR Plant’s Nuclear Facility consists of nuclear systems that are required to comply with nuclear regulatory standards for operation (see Figure 3 on page 18 below), the Plant’s Thermal and Electric Facility are separate and remote from nuclear systems. We believe that as a result of MSR technology and plant design features, the Thermal and Electric Facility systems fall outside the scope of nuclear regulation, which we believe provide the IMSR Plant a competitive advantage compared to legacy nuclear reactors and most other Gen IV nuclear technologies.

~~PART~~This Iregulatory separation is typically not achievable with legacy nuclear technology nor with other Gen IV technologies, which generally integrate nuclear and thermal supply systems within a single set of regulated nuclear systems. We believe that the functional and regulatory separation of the IMSR Thermal and Electric Facility enables commercial flexibility to tailor the IMSR Plant’s thermal and electrical output to specifical industrial needs, particularly for near- or co-located deployment at industrial facilities.

~~Item 1. Business.~~6

~~Overview~~Table of Contents

WeIn ~~are a blank check company incorporated on April 4~~addition, ~~2024~~ as aThermal ~~Cayman~~and ~~Islands~~Electric ~~exempted~~Facility ~~company~~systems and ~~formed~~their ~~for~~components ~~the~~are ~~purpose~~not ofrequired ~~effecting~~to ameet ~~merger~~nuclear-grade standards, ~~amalgamation,~~we ~~share exchange,~~believe ~~asset~~that ~~acquisition,~~we ~~share~~will ~~purchase,~~be ~~reorganization~~able orto ~~similar~~construct ~~business~~the ~~combination~~Thermal ~~with~~and ~~one~~Electric orFacility ~~more~~with ~~businesses,~~many ~~which~~off-the-shelf components wefrom ~~refer to~~the ~~throughout~~broader ~~this~~industrial ~~Report~~supply ~~as our initial business combination~~chain. We ~~have~~anticipate ~~not~~that ~~selected~~this ~~any~~will ~~business~~reduce ~~combination target and we have not~~costs, ~~nor has~~reduce ~~anyone~~procurement ~~on our behalf~~timelines, ~~initiated~~and ~~any~~enable ~~substantive~~greater ~~discussions,~~scalability ~~directly~~in ~~or indirectly, with any business combination target~~delivery.

We• Load-following and black-start capability. Our ~~may~~IMSR ~~pursue~~Plant anis ~~initial~~designed ~~business combination~~to ~~target~~be incapable ~~any~~of ~~business~~rapid orload-following, ~~industry~~enabling orit atto ~~any~~back-up variable ~~stage~~wind ofand ~~its~~solar ~~corporate evolution~~generation. Our ~~primary~~IMSR ~~focus,~~Plant ~~however,~~is ~~will~~also becapable inof ~~completing a~~starting ~~business~~and ~~combination~~operating ~~with~~without angrid ~~established~~power ~~business~~(“black-start capability”); ofnuclear ~~scale~~plants ~~poised~~using ~~for~~legacy ~~continued~~nuclear ~~growth,~~technology ~~led~~are bytypically anot ~~highly~~black-start capable ~~regarded~~and ~~management~~exhibit ~~team.~~poor ~~Our management~~if ~~team~~any ~~has~~capability anto ~~extensive~~load-follow. ~~track~~We ~~record~~believe ofthese ~~acquiring~~features ~~attractive~~of ~~assets~~our atIMSR ~~disciplined~~Plant ~~valuations,~~will ~~investing~~contribute into ~~growth~~grid ~~while~~resilience ~~fostering financial~~and ~~discipline~~reliability and ~~improving~~therefore ~~business~~are ~~results~~valued by grid operators.

~~The~~• Plant ~~2024~~size ~~SPAC~~and ~~Rules~~siting ~~may~~flexibility. Our ~~materially affect~~IMSR ~~our~~Plant ~~ability~~is sized to ~~complete~~supply ~~any~~822MW ~~potential~~(net) ~~initial~~thermal, ~~business~~which ~~combination~~can be used to generate 390MW (net) of electricity if desired. We believe this scale is well-suited for both grid and ~~may~~industrial ~~increase~~customers seeking distributed generation and both thermal and electric demand. The IMSR Plant is intended to support near- or co-located siting including “behind-the-fence”, ~~costs~~enabling direct delivery of at-scale, clean, firm thermal and ~~time~~electric ~~related~~energy ~~thereto~~to the point of industrial demand, and therefore avoiding electric grid transmission and natural gas pipeline congestion.

~~Formation~~• Modular architecture for efficient construction. Our IMSR Plant is designed with modular architecture to support factory fabrication of key systems and ~~Initial~~components. ~~Public~~This ~~Offering~~modularity is intended to substitute on-site construction with more efficient and lower cost factory-based construction, enable further efficiencies from serial component production, and ultimately reduce IMSR Plant construction time and cost.

On• Supply ~~April~~Chain. Our 8,supply ~~2024,~~chain ~~the~~strategy ~~Sponsor made~~covers asourcing ~~capital~~of ~~contribution~~components ofsuch ~~$25~~as reactor vessels,~~000,~~ orheat ~~approximately~~exchangers ~~$0.004~~and ~~per~~steam ~~share~~turbines, toas ~~cover~~well ~~certain~~as ofmaterials ~~the~~such ~~Company’s~~as ~~expenses,~~graphite ~~for~~and ~~which~~ the ~~Company~~chemical ~~issued~~components ~~5,750,000~~of ~~founders shares to~~ the ~~Sponsor.~~IMSR Upfuel tosalt ~~750,000~~eutectic of(“IMSR ~~the~~Fuel ~~founder~~Salt”) ~~shares~~and ~~were~~services ~~subject~~necessary to ~~forfeiture~~construct byand ~~the~~operate ~~Sponsor for~~IMSR noPlants. ~~consideration~~Our ~~depending~~IMSR onFuel Salt avoids the ~~extent~~use toof ~~which~~isotopically ~~the~~enriched ~~underwriters’~~lithium ~~over-allotment~~or ~~was~~beryllium ~~exercised.~~proposed Onby ~~August~~others. ~~19,~~Our ~~2024,~~supply ~~the~~chain ~~underwriters exercised~~strategy ~~their~~aims ~~over-allotment~~to ~~option~~secure inthese ~~full~~components, asmaterials ~~part~~and ofservices ~~the~~from ~~closing~~suppliers ofat the ~~Initial~~scale ~~Public~~necessary ~~Offering.~~to Asachieve ~~such,~~our ~~the~~objective ~~750,000~~of ~~founder~~fleet ~~shares are~~operation noof ~~longer~~IMSR ~~subject~~Plants toin ~~forfeiture~~the late 2030s.

On• Demonstrated ~~August~~MSR ~~19,~~technology. Our ~~2024,~~IMSR ~~our~~design ~~Sponsor~~intention ~~transferred~~has 25been to leverage research and development of MSRs by national laboratories over many decades,~~000 founder~~ ~~shares~~starting toin ~~each~~the 1950s and 1960s at the U.S. Department of ~~our~~Energy’s Oak Ridge National Laboratory (ORNL), which included the construction and operation of three ~~independent~~test ~~directors~~reactors. atOur ~~their~~design ~~original~~process ~~purchase~~has ~~price~~combined this extensive body of historic R&D with the powerful computing and modeling capabilities of the modern nuclear industry. AtWe ~~December~~believe ~~31,~~that ~~2024,~~this ~~our~~approach ~~Sponsor~~facilitates ~~held~~an ~~5,675,000 founder~~efficient ~~shares~~IMSR Plant design process and supports our timetable for commercialization.

On• Experienced ~~August~~Professional ~~19,~~Management ~~2024,~~Team ~~the~~with ~~Company consummated~~Deep ~~the~~Technical ~~initial~~Experience. We ~~public~~have ~~offering~~a ~~(“Initial~~highly ~~Public~~educated ~~Offering”)~~and growing workforce of 23approximately 80,~~000,000~~ ~~units~~29 ~~(the~~of ~~“Units”~~whom have advanced degrees in engineering and, ~~with respect~~science. toWe ~~the~~have ~~shares~~a ofseasoned ~~Class~~leadership Ateam ~~Ordinary~~with ~~Shares~~over ~~included~~170 years of cumulative experience in the ~~Units~~nuclear ~~being~~and ~~offered)~~energy industries, ~~which~~in ~~includes~~addition ~~the~~to ~~full~~those ~~exercise~~with bynuclear regulatory experience over many decades with the ~~underwriters of~~U.S. ~~their~~Nuclear ~~over-allotment~~Regulatory ~~option~~Commission in(“USNRC”) and the ~~amount~~Canadian ofNuclear ~~3,000,000~~Safety ~~Units~~Commission (“CNSC”). Together, atwe ~~$10.00~~bring ~~per~~expertise ~~Unit~~and experience from several industries, ~~generating~~such ~~gross~~as ~~proceeds~~from ofthe ~~$230~~nuclear power,~~000~~ aerospace,~~000~~ and petrochemical sectors, to deliver on our mission.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,850,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s Sponsor, and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, generating gross proceeds of $6,850,000.7

ATable ~~total~~ of $231,150,000 ($10.05 per Unit) from the net proceeds of the sale of the United and the sale of the Private Placement Warrants was placed in the trust account (the “trust account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee.Contents

~~General~~Historical Results and Recent Developments

~~Our~~To ~~management~~date isour ~~pragmatic~~revenues have derived from preliminary site assessment and pre-construction engineering services. Since inception, ~~measuring~~ ~~our~~we ~~success~~have invested substantial resources in ~~both~~R&D ~~immediate~~and testing of IMSR nuclear systems to complete the IMSR Plant design and ~~continuous~~to ~~financial~~prepare ~~return~~for ~~balanced~~regulatory ~~across~~submissions. ~~all~~Accordingly, ~~stakeholders~~we have a history of operating losses and negative cash flows since inception funded with a series of private placements; our accumulated deficit is $124.6 million ~~Our~~as ~~investment~~of ~~philosophy~~December 31, ~~has been~~2025. ~~shaped~~To bycommercialize ~~the~~our ~~many~~IMSR ~~transactions~~Plant will require additional capital investments; since December 31, 2024, we have ~~originated~~raised $36.7 million of additional capital, ~~combined~~including ~~with~~a ~~our~~$25.8 million ~~hands-~~preferred stock private placement on ~~experiences~~July 1, as2025, ~~entrepreneurial~~and ~~leaders~~$292 ~~across~~million of gross proceeds before expenses from the ~~growth~~ ~~spectrum~~business combination as discussed above. For further information regarding our historical results and financial condition, ~~from~~see ~~startups~~“Management’s Discussion and Analysis of Financial Condition and Results of Operation of Terrestrial Energy” and our consolidated financial statements included elsewhere herein. For information regarding risks regarding our business, see “Risk Factors — Risks Related to ~~multi-billion-dollar~~Our ~~corporations~~Business and Industry” and “— Risks Related to Compliance with Law, Government Regulation and Litigation” and “— Risks Related to Terrestrial Energy’s Capital Resources.”

We believe in quality management teams that lead attractive target businesses. Successful teams understand not only their craft, but the limitations in their businesses, and realize that efficient scaling requires a consistent onboarding of knowledge, expertise, and varied points of view, as well as capital, to continue winning the challenge of sustained extraordinary growth.Industry

~~Unlocking~~Energy ~~value and growth potential for our investors, our business combination targets, and ourselves is a balanced multi~~market supply-~~part equation crafted through an alignment of incentives and an incremental injection of value from and across all stakeholders.~~demand dynamics

We ~~have~~believe ~~been~~recent ~~and~~energy ~~continue~~market ~~to be~~fundamentals ~~entrepreneurs,~~create ~~managers,~~a ~~board~~compelling ~~members~~demand ~~and~~case ~~investors~~for ina ~~public~~large-scale expansion ~~and~~of ~~private~~nuclear ~~enterprises~~energy ~~that~~supply. weGlobal ~~find~~energy ~~exciting.~~demand Itcontinues isto ~~with~~increase ~~real~~driven ~~knowledge of~~in ~~the~~part ~~successes~~by ~~and~~energy-intensive industrial ~~failures~~transformation. ofIn ~~talented~~parallel, governments and ~~energetic~~major ~~creators~~industrials ~~that~~and wetechnology ~~offer~~companies ~~our~~are ~~counsel~~increasingly asfocused ~~partners~~on intechnologies ~~seeking~~that tocan ~~unlock~~deliver ~~further~~clean, ~~growth and value~~firm, asand ~~well~~cost-competitive energy assupply ~~our~~at ~~support~~the ~~and~~point aof ~~matching~~energy ofdemand. ~~intense~~We ~~work~~believe ~~ethic,~~nuclear toenergy is the ~~managers~~only ofscalable ~~businesses~~supply wesource ~~select~~that ~~for~~meets ~~combination~~these anticipated demand requirements.

1Additional structural drivers are also contributing to increased demand for new nuclear capacity and distributed energy generation solutions. These include energy security concerns, grid transmission and natural gas pipeline congestion, and industrial decarbonization needs. We believe these pressures, amplified both by government policy and growing energy demand from energy-intensive industries, create a strong stimulus for the nuclear sector to deliver supply solutions.

~~Our~~Governments ~~Sponsor~~are responding with significant and ~~Its~~clear ~~Affiliates~~policy support as well as ambitious deployment targets. At COP28 in 2023, the United States and more than twenty other countries made commitments to triple global installed nuclear capacity by 2050. We believe the operational and performance merits of our IMSR Plant place us in a competitive market position as these strong sector dynamics unfold. The Trump administration has continued to signal its support for nuclear energy, with specific policy steps to promote domestic nuclear energy, including supporting advanced reactors, expediting construction permit review, and supporting continued research and development, and issued a series of executive orders on May 23, 2025, further promoting domestic nuclear energy. President Trump’s executive order in May 2025 created a new U.S. Department of Energy (“DOE”) pathway (the Advanced Reactor Pilot Program) to fast-track commercial licensing activities for small and modular nuclear plants that use advanced reactor technologies, expediting their broad deployment. On August 12, 2025, the Company announced that it had been selected for the DOE’s Advanced Reactor Pilot Program.

~~Our~~Fundamental ~~Sponsor,~~limitations HCM Investor Holdings II, LLC, is affiliated with Hondius Capital Management, LP. Hondius Capital Management, LP is an SEC registered investment adviser that provides discretionary investment advisory services to private fund clients. The clients include both a hedge fund and separately managed account. The principal objective of ~~the~~legacy ~~funds~~nuclear is to seek superior, risk-adjusted returns investing across borders, currencies and asset classes. The strategy focuses on the early identification of macroeconomic themes and other large market events.technology

~~Notwithstanding~~In our ~~management~~view, ~~team’s~~nuclear ~~past experiences,~~plants ~~past~~using ~~performance~~legacy isnuclear technology are not awell-positioned to ~~guarantee~~take ~~(i)~~advantage ~~that~~of wethis ~~will~~nuclear berenaissance ~~able~~as tothey ~~identify~~are asaddled ~~suitable~~with ~~candidate~~acute ~~for~~economic ~~our~~and ~~initial~~efficiency ~~business~~challenges. ~~combination or~~Over ~~(ii)~~the ~~that~~past wedecade, ~~will~~every ~~provide~~new annuclear ~~attractive~~plant ~~return~~construction toproject ~~our~~in ~~shareholders~~North ~~from~~America ~~any~~and ~~business~~Europe ~~combination~~using welegacy ~~may~~nuclear ~~consummate~~technology experienced significant cost overruns, construction delays, and other economic and operational challenges. ~~You~~We ~~should~~believe ~~not rely~~these onoutcomes are the ~~historical~~manifestations ~~record~~of the economic limitations of ~~HCM~~legacy ~~Investor~~nuclear ~~Holdings~~technology due to low capital efficiency, ~~LLC’s~~high upfront costs, and ~~our~~long ~~management’s~~construction ~~performance~~timelines. asWe ~~indicative~~believe ofthese ~~our~~projects ~~future performance~~are economically cost-prohibitive on a standalone project basis and only moved forward due to large-scale public sector sponsorship.

~~Business Operations~~8

AsTable of December 31, 2024, the Company had not commenced any operations. All activity through December 31, 2024 relates to the Company’s formation, the Initial Public Offering, which is described below, and, after the Initial Public Offering, identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and from changes in the fair value of its warrant liabilityContents

~~The~~Projects ~~registration~~such ~~statement~~as ~~for~~ the ~~Company’s Initial~~Alvin ~~Public~~W. Vogtle ~~Offering~~Units 3 ~~was~~and ~~declared~~4 ~~effective~~(U.S.), onOlkiluoto ~~August~~3 15(Finland), ~~2024~~Flamanville (France) and Hinkley Point C (UK) typify these challenges. OnVogtle ~~August~~Units 3 ~~19,~~and ~~2024,~~4 ~~the~~were ~~Company~~completed ~~consummated~~seven years ~~the~~behind ~~Initial~~schedule ~~Public~~with ~~Offering~~ a cost overrun of ~~23,000,000~~$17 billion. ~~units,~~The ~~generating~~National ~~gross~~Association ~~proceeds~~of Regulatory Utility Commissioners (“NARUC”), the association of ~~$230~~state public utility commissioners,~~000,000~~ has expressed apprehension toward approving similar large-scale nuclear projects in the future.

~~Simultaneously~~The ~~with~~fundamental ~~the~~economic ~~closing~~limitations of legacy nuclear technology are linked to its operational characteristics. Using water as the ~~Initial~~reactor ~~Public Offering~~coolant, legacy nuclear technology is limited to low-temperature reactor and high-pressure operation. This results in the ~~Company~~engineering ~~consummated~~expense of designing high pressure cooling systems to nuclear safety standards, and the ~~sale~~consequences of 6low-temperature heat and steam supply (<300°C),~~850,000~~ ~~Private~~which ~~Placement~~are ~~Warrants~~low atturbine aefficiency ~~price~~for ofelectricity $1generation and high levelized cost.00 ~~per~~In ~~Private~~addition, ~~Placement~~at ~~Warrant~~these ~~in a~~low ~~private~~temperatures, ~~placement~~legacy tonuclear ~~Sponsor~~technologies ~~and~~are ~~Cantor~~generally ~~Fitzgerald~~unsuitable &for ~~Co.~~many industrial heat processes, ~~generating~~such ~~gross~~as ~~proceeds~~chemical ofsynthesis $6and petrochemical refining,~~850,000~~ which generally require high-temperature (>400 °C) thermal energy supply.

~~Following~~With ~~the~~these ~~closing of the Initial Public Offering on August 19~~limitations, ~~2024,~~we anbelieve ~~amount~~legacy ofnuclear ~~$231,150,000~~technology ~~($10.05~~is ~~per~~not ~~Unit)~~practical ~~from~~for ~~the~~thermal ~~net~~energy ~~proceeds~~supply offor ~~the~~industrial ~~sale~~applications ~~of the Units~~ and ~~the~~its ~~sale~~use ofis ~~the~~limited ~~Private Placement~~to ~~Warrants~~electric ~~was~~power ~~placed~~generation. inFurthermore, the ~~trust~~need ~~account~~to ~~with~~strive ~~Continental~~against ~~Stock~~low ~~Transfer~~efficiency &for ~~Trust~~acceptable ~~Company~~commercial ~~acting~~performance ashas ~~trustee~~resulted ~~and invested~~ in ~~U.S. government securities, within~~ the ~~meaning~~repeated ~~set~~application ~~forth in Section 2(a)(16)~~ of ~~the~~economies ~~Investment Company Act, with a maturity~~ of ~~185 days~~plant ~~or less or in any open~~unit-~~ended~~scale as ~~investment~~plant ~~company~~designs ~~that~~have ~~holds~~evolved, ~~itself~~leading ~~out~~to asever alarger ~~money~~plant ~~market~~designs. ~~fund~~With ~~selected~~increasing bysize, ~~the~~plants ~~Company~~using ~~meeting~~legacy ~~the conditions~~nuclear oftechnology ~~Rule~~have ~~2a-7~~trended oftoward ~~the~~centralized ~~Investment Company Act~~deployments, aswhich ~~amended,~~are asgenerally ~~determined~~unsuitably bysized ~~the~~for ~~Company,~~distributed ~~until~~energy ~~the~~generation ~~earlier~~and ~~of:~~private ~~(i)~~project ~~the~~financing ~~completion of~~models. anWe ~~initial~~believe ~~business~~the ~~combination~~IMSR orPlant ~~(ii)~~design ~~the~~incorporates ~~distribution~~technology ofand ~~the~~design ~~trust~~features ~~account~~ to ~~the~~address ~~Company’s~~these ~~stockholders, as described below~~limitations.

~~Transaction~~Industrial ~~costs~~thermal ~~incurred~~energy ~~in connection with the Initial Public Offering amounted to $15,396,014, consisting of $4,000,000 of underwriting fees, $10,720,000 of deferred underwriting fees and $676,014 of other offering costs.~~supply

The ~~Company’s~~industrial ~~management~~sector has ~~broad~~proven ~~discretion with respect~~ to ~~the~~be ~~specific~~an ~~application~~obstacle ~~of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended~~ to beachieve ~~applied~~decarbonization ~~generally toward consummating a business combination~~targets. ~~There is~~Due ~~no assurance that the Company will be able~~ to ~~complete~~ a ~~business~~lack ~~combination successfully. The Company must complete an initial business combination having an aggregate fair market value~~ of atpracticable ~~least~~alternatives ~~80%~~to offossil ~~the~~fuel ~~assets~~combustion ~~held~~for inthermal ~~the~~energy ~~trust~~supply, ~~account (excluding~~ the ~~deferred~~sector ~~underwriting commissions~~remains ~~and~~one ~~taxes payable) at the time~~ of the ~~agreement~~most tocarbon-intensive segments ~~enter~~of ~~into~~ the ~~initial~~global ~~business~~economy, ~~combination.~~accounting ~~The~~for ~~Company~~more ~~will~~than ~~only complete a business combination if the post-transaction company owns or acquires 50~~30% ~~or more~~ of ~~the~~final ~~outstanding~~energy ~~voting~~demand ~~securities~~according ofto the ~~target or~~International ~~otherwise~~Energy ~~acquires~~Agency, aand ~~controlling~~20% ~~interest~~of inCO2 emissions ~~the~~according ~~target sufficient for it not~~ to beanalysis ~~required~~by toMcKinsey & ~~register as an investment company under the Investment~~ Company ~~Act~~.

2Industrial thermal energy supply remains dependent on natural gas and heating oil, unlike electric energy supply, which has already been partially decarbonized with hydroelectric plants, plants employing legacy nuclear technology, and renewable (wind and solar) power plants. The U.S. Department of Energy (“DOE”) and International Energy Agency (“IEA”) both cite industrial process heat as the most difficult segment to decarbonize, due to its high temperature requirements, 24/7 demand, and sensitivity to energy cost.

The ~~Company~~IMSR ~~will~~Plant ~~provide~~is ~~its~~designed ~~stockholders with the opportunity~~ to ~~redeem~~supply ~~all~~industrial-grade heat orat a585 ~~portion~~°C — sufficient offor ~~their~~more ~~Public~~than ~~Shares upon the completion~~ two-thirds of aindustrial ~~business~~thermal ~~combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer~~applications. The ~~decision~~IMSR asPlant’s toability ~~whether the Company will seek stockholder approval of a business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled~~ to ~~redeem~~provide ~~their shares for a pro rata portion of the amount then in the trust account (initially $10.05 per share)~~reliable, ~~plus any pro rata interest earned on the funds held in the trust account and not previously released to the Company to pay its tax obligations. The per~~high-~~share~~temperature thermal ~~amount~~energy towithout begreenhouse ~~distributed~~gas toemissions ~~stockholders~~allows ~~who~~it ~~redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay~~ to ~~the~~replace ~~underwriters.~~fossil ~~There~~combustion ~~will~~systems beat nomany ~~redemption~~industrial ~~rights~~facilities, ~~upon~~such ~~the~~as ~~completion~~those ofassociated ~~a business combination~~ with ~~respect~~chemical toand ~~the~~petrochemical ~~Company’s warrants~~production.

~~The~~Electricity Company will proceed with a business combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination unless a stockholder proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the limitation is approved and, if a majority of the outstanding shares voted are voted in favor of the business combination. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a business combination. If the Company seeks stockholder approval in connection with a business combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased by it during or after the Initial Public Offering in favor of approving a business combination. Additionally, each public stockholder may elect to redeem their Public Shares, regardless of whether they vote for or against a business combination.supply

IfPower ~~the~~plants ~~Company~~with ~~seeks~~the ~~stockholder~~ability ~~approval~~to of“dispatch” asupply — meaning ~~business combination~~supply ~~and~~that itcan ~~does~~be ~~not~~quickly ~~conduct~~varied ~~redemptions~~to ~~pursuant~~meet tofluctuations ~~the~~in ~~tender~~demand — are ~~offer~~highly ~~rules,~~valued ~~the~~by ~~Company’s~~grid ~~Amended~~operators ~~and~~mandated ~~Restated~~to ~~Certificate of~~deliver ~~Incorporation~~reliable ~~provides~~grid ~~that~~supply afor ~~public~~all ~~stockholder,~~consumers ~~together~~irrespective ~~with~~of ~~any~~the ~~affiliate~~time of ~~such~~day ~~stockholder~~ or ~~any~~local ~~other~~weather ~~person~~conditions. ~~with~~While ~~whom~~supply ~~such stockholder~~from isrenewable ~~acting~~(wind inand ~~concert~~solar) orplants ascan aprovide ~~“group”~~low-cost electricity, ~~(as~~it ~~defined~~is ~~under~~generally ~~Section~~not 13dispatchable, ofwhich ~~the~~may ~~Securities~~create ~~Exchange~~challenges ~~Act~~for ofgrid ~~1934,~~reliability asin ~~amended (~~the ~~“Exchange~~absence ~~Act”))~~of complementary dispatchable supply. Today, ~~will~~dispatchable besupply ~~restricted~~is ~~from~~largely ~~seeking~~provided ~~redemption~~by ~~rights~~fossil ~~with~~fuels, ~~respect~~which toare ~~10%~~vulnerable orto ~~more~~fuel ofprice ~~the~~volatility ~~Public~~and ~~Shares, without~~contribute ~~the~~significantly ~~Company’s~~to ~~prior~~greenhouse ~~written~~gas ~~consent~~emissions.

The Sponsor has agreed to (a) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial business combination; (b) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (c) waive their rights to liquidating distributions from the trust account with respect to their founder shares if the Company fails to complete the initial business combination within the Completion Window, although they will be entitled to liquidating distributions from the trust account with respect to any Public Shares they hold if the Company fails to complete the initial business combination within the Completion Window and to liquidating distributions from assets outside the trust account; and (iv) vote any founder shares held by them and any Public Shares purchased during or after the Proposed Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination) in favor of the initial business combination.9

InTable order to protect the amounts held in the trust account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.05 per Public Share or (2) the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and will not apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the trust account.Contents

3Our IMSR Plant is designed to provide grid operators with new dispatchable electricity supply without the environmental impacts of fossil fuel generators. We believe that the IMSR Plant’s 390 MW (net) designed electrical output is also capable of meeting utility-scale needs for dispatchable zero-carbon electric energy supply, and its small land footprint allows for flexible siting and distributed generation, which has the potential to mitigate electric grid congestion. As described in more detail below, we believe the IMSR Plant would also pair well with many of the hundreds of sites in North America which previously hosted coal generation plants.

~~Acquisition~~Competitive ~~Process~~levelized cost of thermal and electricity

InWe ~~evaluating a prospective target business~~estimate, webased ~~expect~~on tointernal ~~conduct~~cost amodeling ~~due~~and ~~diligence~~market ~~review which may encompass~~data, ~~among~~that ~~other~~the ~~things,~~IMSR ~~meetings~~Plant ~~with~~may ~~incumbent~~achieve ~~management and~~a ~~employees,~~Levelized ~~document~~Cost ~~reviews, interviews~~ of ~~customers~~Electricity ~~and~~(“LCOE”) ~~suppliers, inspection~~ of ~~facilities,~~approximately as$69/MWh ~~applicable,~~and asa ~~well~~Levelized asCost aof ~~review~~Heat (“LCOH”) of ~~financial,~~ ~~operational,~~approximately ~~legal~~$8.60/MMBtu. ~~and~~We ~~other~~believe ~~information~~these ~~about~~estimates ~~the~~may ~~target~~position ~~and~~the ~~its~~IMSR ~~industry~~Plant ~~which~~favorably ~~will~~in becompetitive ~~made~~markets ~~available~~relative to ~~us.~~competing Ifdispatchable weenergy ~~determine to~~supply ~~move~~alternatives, ~~forward~~including ~~with~~solar aplants ~~particular~~and ~~target~~battery storage, wecombined-cycle and ~~will~~simple-cycle natural ~~proceed~~gas toplants, ~~structure~~ and ~~negotiate~~some ~~the~~plants ~~terms~~using oflegacy ~~the~~nuclear ~~business combination transaction~~technology.

The ~~time~~assumptions ~~required~~for tothe ~~select~~ estimated LCOE of $69/MWh and ~~evaluate~~LCOH aof ~~target~~$8.60/MMBtu ~~business~~draw ~~and~~from tothe ~~structure~~“Nth” ~~and~~Commercial ~~complete~~Plant” ~~our~~(“NCP”) ~~initial~~basis ~~business~~where ~~combination,~~both upfront capital expenditures and operating & maintenance costs are reduced from the “First Commercial Plant” (“FCP”) as a result of learning curve effects on costs ~~associated~~from ~~with~~prior ~~this~~experience. ~~process,~~ The Company’s cost estimates for its FCP are ~~not~~in ~~currently~~part ~~ascertainable~~derived from capital cost estimates obtained by the Company from third-party nuclear plant cost engineers during a procurement engagement and in collaboration with ~~any~~a ~~degree~~nuclear ofutility ~~certainty~~during 2020 and 2021. ~~Any~~In ~~costs~~2025, ~~incurred~~Terrestrial ~~with~~Energy ~~respect~~revised these estimates to reflect the ~~identification~~estimated ~~and~~impact ~~evaluation~~ of, inflation on the materials and ~~negotiation~~services ~~with,~~costs aestimated ~~prospective~~in 2021. The target ~~business~~date ~~with~~of ~~which~~the ~~our~~deployment ~~initial~~of ~~business~~the ~~combination~~NCP iscannot ~~not~~be ~~ultimately~~estimated ~~completed~~based ~~will~~on ~~result in~~the early stage of our ~~incurring~~commercial ~~losses~~pipeline. The LCOE and ~~will~~LCOH ~~reduce~~estimates ~~the~~are ~~funds~~based ~~available~~on an IMSR Plant consisting of two operating IMSRs for usa toplant ~~use~~capacity toof ~~complete~~390 ~~another~~MWe ~~business~~or ~~combination~~822MWt net output.

~~Initial~~The ~~Business~~calculations ~~Combination~~of LCOE and LCOH are principally derived from: the total amount of electricity (MWh) or heat (MMBtu) generated and operating & maintenance costs over the 56-year operating life of the plant; total plant upfront capital expenditures; and cost of capital. The LCOE and LCOH is defined by the cost that achieves a project zero net-present-value. We have assumed a 7.5% and 7.0% for the project developer’s cost of capital over the project’s construction and operation periods, respectively. We have assumed a 4-year construction time and a 95% plant capacity factor. We have not assumed any federal or state subsidies, although we believe that a number may be available. Our LCOE and LCOH estimates are most sensitive to the IMSR Plant’s upfront capital expenditures, and the project developer’s cost of capital assumptions as our IMSR Plant is a long duration asset. Our LCOE and LOCH calculations were prepared in good faith by our management team and are based on our management’s reasonable estimates and assumptions with respect to the expected performance of Terrestrial Energy, as applicable, at the time those estimates were prepared and speak only as of that time. We are not aware of subsequent developments that would materially impact our views regarding these estimates as of the date of this filing.

~~Nasdaq~~Key ~~rules require that we must complete one or more business combinations having an aggregate fair~~ market ~~value~~verticals offor at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.deployment

We ~~anticipate~~are ~~structuring~~focused ~~our initial~~on ~~business~~deploying ~~combination so that~~ the ~~post~~IMSR ~~transaction~~Plant ~~company~~ in ~~which~~three ~~our~~industrial ~~public~~verticals: ~~shareholders~~data ~~own~~center ~~shares~~electricity ~~will own or acquire 100% of the equity interests or assets of the target business or businesses. We may~~supply, ~~however,~~thermal ~~structure~~and ~~our~~electric ~~initial~~energy ~~business~~supply combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for ~~other reasons, but we will only complete such business combination if~~ the ~~post~~industrial transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940sector, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the ~~business~~coal ~~combination.~~sector For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a ~~result~~technology ~~of the issuance of a substantial number of new shares, our shareholders immediately prior~~ to ~~our~~convert ~~initial~~(“repower”) ~~business~~coal ~~combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination~~plants. IfWe ~~less~~believe ~~than~~that ~~100% of~~ the ~~equity~~IMSR ~~interests~~Plant’s oroperational ~~assets~~capabilities ~~of a target business or businesses~~ are ~~owned~~most orcompetitive ~~acquired~~in bythese ~~the~~three ~~post~~large ~~transaction~~market ~~company,~~verticals ~~the~~beyond ~~portion~~grid ~~of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above~~deployment. ~~If the business combination involves more than one target business, the aggregate value of all of the target businesses, will be taken into account for purposes of the 80% fair market value test.~~

4• Data center supply. The rapid growth of artificial intelligence, cloud computing, and digital infrastructure has led to equally rapidly growing energy demands for around-the-clock, reliable, scalable electricity. The IMSR Plant is designed to provide cost-competitive, firm dispatchable power with zero carbon emissions, which we believe may be a viable alternative in this market sector to power plants using fossil fuel thermal generation, intermittent renewable technology (wind and solar) and other nuclear technologies.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors, non-managing sponsor investors or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors, or non-managing sponsor investors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.10

~~Members~~Table of our management team and our independent directors directly or indirectly own Class B Ordinary Shares and/or Private Placement Warrants following the Initial Public Offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.Contents

~~Each~~• Industrial. Our ofIMSR ~~our~~Plant ~~officers~~addresses ~~and~~a ~~directors presently~~major ~~has,~~ and ~~any~~unsolved ofdecarbonization ~~them~~challenge: in the ~~future~~provision ~~may~~of ~~have additional~~clean, ~~fiduciary~~firm, ~~contractual~~high-temperature thermal orenergy ~~other~~for ~~obligations~~industrial ~~or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities~~processes. ~~Accordingly,~~Many ~~if any~~ of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present these — such ~~business~~as ~~combination~~chemical ~~opportunity to such other entity~~synthesis, ~~subject~~petrochemical ~~to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that~~refining, tomaterials ~~the fullest extent permitted by law: (i) no individual serving as a director or an officer shall have any duty~~manufacturing, ~~except~~ and toefficient ~~the~~hydrogen ~~extent~~production — require ~~expressly~~sustained ~~assumed~~thermal byenergy ~~contract,~~at totemperatures ~~refrain~~above ~~from engaging directly or indirectly in~~ the ~~same~~capabilities ~~or similar business activities or lines~~ of ~~business~~legacy asnuclear ~~us,~~technology. ~~and~~The ~~(ii)~~IMSR wePlant ~~renounce~~is ~~any~~designed ~~interest~~ or ~~expectancy in,~~expected ~~or in being offered an opportunity~~ to ~~participate~~deliver ~~in,~~heat ~~any~~at ~~potential~~temperatures ~~transaction~~suitable ~~or matter which (a) may be a corporate opportunity~~ for ~~any~~more ~~director~~than ~~or officer, on the one hand, and us, on the other or (b) the presentation~~ two-thirds of ~~which~~these ~~would~~applications ~~breach~~while analso ~~existing~~offering ~~legal obligation~~ co-generation of aelectric ~~director~~energy. orIts ~~officer~~compact tofootprint ~~any~~and ~~other~~modular ~~entity.~~design Wemay dosupport ~~not~~near- ~~believe,~~and ~~however,~~co-located deployment ~~that~~across ~~the~~a ~~fiduciary~~range ~~duties or contractual obligations~~ of ~~our officers~~industrial ~~or directors will materially affect our ability to complete our initial business combination~~facilities.

In• Repowering ~~addition,~~Coal ~~our~~Plants. A ~~Sponsor~~potential large and ~~our~~ ~~officers~~immediate ~~and~~market ~~directors~~for ~~may~~our ~~sponsor~~IMSR ortechnology ~~form~~is ~~other~~in ~~special~~the ~~purpose~~replacement ~~acquisition~~of ~~companies~~retiring ~~similar~~coal-fired power toplants. ~~ours~~According orto ~~may~~a ~~pursue~~2022 ~~other~~U.S. Department ~~business or~~of ~~investment~~Energy ~~ventures~~report, ~~during~~more ~~the~~than ~~period~~80% inof ~~which~~U.S. coal weplant sites are ~~seeking~~suitable anfor ~~initial~~conversion ~~business~~to ~~combination.~~advanced Asnuclear abased ~~result,~~on ~~our~~factors ~~Sponsor~~such as infrastructure, ~~officers~~transmission access, and ~~directors~~ ~~could~~regulatory ~~have~~feasibility. ~~conflicts~~These ofsites ~~interest~~represent ina ~~determining~~198.5 ~~whether~~GWe toinstalled ~~present~~base, ~~business~~much ~~combination~~of ~~opportunities~~which tois usslated orfor toretirement ~~any~~by ~~other special~~2035. ~~purpose~~The ~~acquisition~~IMSR ~~company~~Plant ~~with~~is ~~which~~well ~~they~~matched ~~may~~to ~~become~~these ~~involved.~~projects ~~Any~~due ~~such~~to ~~companies,~~its ~~businesses~~compatible oroutput ~~investments~~temperature ~~may~~and ~~present~~suitable ~~additional conflicts~~size, ofand ~~interest~~potential inreuse ~~pursuing~~of anexisting ~~initial~~balance-of-plant assets ~~business~~such ~~combination~~as ~~target. However~~generators, wecooling dosystems, ~~not~~switchyards, ~~believe~~labor ~~that~~force ~~any~~and ~~such~~grid ~~potential~~interconnections. ~~conflicts would~~This ~~materially~~may ~~affect~~reduce ~~our~~project ~~ability~~costs toand ~~complete~~shorten ~~our~~construction ~~initial business combination~~timelines.

WeOur ~~have~~Business filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.Model

~~Sourcing~~Our business model is intended to support long-term, recurring, and capital-efficient revenue streams through all phases of ~~Potential~~deployment ~~Business~~and ~~Combination~~operation ~~Targets~~of our IMSR Plant. Our customers will be the owner-operators of the IMSR Plants to which we provide pre-construction and construction engineering services and supply of fuel and major components. We intentionally avoid a build-own-operate (BOO) model for nuclear plants, preferring to leverage the existing scale and capabilities in our nuclear supply chain to support faster deployment of IMSR Plants. Our revenue strategy spans the 60+ year IMSR Plant project lifecycle (its 56-year operating life plus plant pre-construction and construction periods).

WeThis ~~believe~~full-lifecycle, ~~our~~low ~~management~~capital ~~team’s significant~~expenditure ~~operating~~business model is purposefully designed to maximize returns while reducing capital intensity and ~~transaction~~exposure ~~experience~~to construction and ~~relationships~~operational ~~will~~risks. ~~provide~~We usare ~~with~~strategically positioned as a ~~substantial~~nuclear ~~number~~plant ofdesigner, ~~potential~~major ~~initial~~components ~~business combination~~(most ~~targets.~~importantly, ~~Over~~the reactor itself — the ~~course~~IMSR ofCore-unit) ~~their~~and ~~careers,~~nuclear ~~the~~fuel ~~members~~supplier of(the ~~our~~IMSR ~~management~~Fuel ~~team~~Salt), ~~have~~rather ~~developed~~than a ~~broad~~plant ~~network~~owner ofor ~~contacts~~operator, ~~and corporate~~thereby ~~relationships~~reducing ~~around~~exposure to construction risk, accelerating the ~~world.~~path ~~This~~to ~~network~~scalability, ~~has~~and ~~grown~~establishing ~~through~~a ~~the~~repeatable ~~activities~~project ofdevelopment ~~our~~template ~~management~~that ~~team~~may ~~sourcing,~~support ~~acquiring~~recurring ~~and financing~~revenues ~~businesses,~~across ~~the~~a ~~reputation~~growing base of ~~our~~IMSR ~~management~~Plants ~~team~~in ~~for~~construction ~~integrity~~ and ~~fair~~operation. ~~dealing~~This ~~with~~approach ~~sellers,~~broadly ~~financing~~resembles ~~sources~~established ~~and~~business ~~target management~~models ~~teams~~in ~~and~~ the ~~experience~~nuclear ofsector, ~~our~~where ~~management~~nuclear ~~team~~plant indesign ~~executing~~providers ~~transactions~~supply ~~under~~key ~~varying~~components ~~economic~~including IMSR Fuel Salt and ~~financial~~long-term support ~~market~~services ~~conditions~~without owning or operating end-user infrastructure.

5Project economics

~~This~~The ~~network~~expected ~~has~~cost ~~provided~~for our ~~management~~ ~~team~~NCP, ~~with~~inclusive aof ~~flow~~all ofconstruction, ~~referrals~~commissioning, ~~that~~and ~~has~~licensing ~~resulted~~activities inis ~~numerous~~based ~~transactions~~on ~~which~~detailed ~~were~~cost ~~proprietary~~engineering orwork ~~where~~firstly aconducted ~~limited~~by ~~group~~a ~~of investors~~third-party engineering ~~were~~firm ~~invited~~with toa ~~participate~~prospective owner-operator customer in 2020 – 2021, and leverages the ~~sale~~management ~~process~~team’s combined industrial and nuclear engineering experience. WeThe ~~believe~~capital ~~that~~cost ~~the~~range ~~network~~reflects ofa ~~contacts~~modeled ~~and~~NCP ~~relationships~~scenario, ofincorporating ~~our~~anticipated ~~management team~~cost ~~will~~reductions ~~provide~~from ussupply ~~important~~chain ~~sources~~maturation ofand ~~investment~~learning ~~opportunities~~curve effects. InEarly-stage plants ~~addition,~~are weexpected ~~anticipate~~to ~~that~~have ~~target~~higher ~~business~~costs, ~~combination~~while ~~candidates will~~later beunits ~~brought~~benefit tofrom ~~our~~standardization, ~~attention~~volume ~~from~~procurement, ~~various~~project ~~unaffiliated~~management ~~sources~~efficiencies, ~~including~~and ~~investment~~reduced ~~market~~construction ~~participants,~~time ~~private~~and ~~equity~~risk ~~funds~~leading to lower financing costs. For further information regarding assumptions and ~~large~~ ~~business~~other ~~enterprises~~considerations ~~seeking~~in toconnection ~~divest~~with ~~non-core~~these ~~assets~~estimates, orsee ~~divisions~~“— Lifecycle Unit Economics” below.

We ~~have~~anticipate ~~not~~that ~~contacted~~capital ~~any~~expenditures ~~of the~~to ~~prospective~~construct ~~target~~an ~~businesses~~IMSR ~~that~~Plant ~~our~~will ~~management~~be ~~team~~borne inby ~~their~~the ~~prior~~project’s ~~SPACs~~consortium ~~had~~partners, ~~considered~~primarily ~~and~~by ~~rejected~~its asoperator, ~~target~~offtake ~~businesses~~customers, tosuppliers ~~acquire. However,~~as wewell ~~may~~as ~~contact~~third-party project ~~such~~investors, ~~targets~~which ~~subsequent~~may toinclude the ~~closing~~public ofsector. At the ~~Initial~~project ~~Public~~level, ~~Offering if~~ we ~~become~~expect ~~aware~~to ~~that such targets are interested in a potential initial business combination with us and such transaction would~~ be ~~attractive~~supplying tothe ~~our~~IMSR ~~shareholders.~~Plant ~~Accordingly~~design, ~~there~~ iskey nocomponents ~~current~~(such ~~basis~~as ~~for investors in~~ the ~~Initial~~IMSR ~~Public~~Core-unit and ~~Offering~~associated tosystems), ~~evaluate~~ the ~~possible~~IMSR ~~merits~~Fuel orSalt, ~~risks~~and ofservices, ~~the~~many ~~target~~under ~~business with~~long-term contract ~~which~~arrangements weas ~~may~~described ~~ultimately complete our initial business combination~~below.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors, non-managing sponsor investors, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors or non-managing sponsor investors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.11

~~Each~~Revenue of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.streams

InWe ~~addition,~~expect our ~~Sponsor~~revenues ~~and our~~to ~~officers~~derive ~~and~~from ~~directors~~the ~~may~~Company’s ~~sponsor~~project ordelivery ~~form~~model, ~~other~~which ~~special~~consists ~~purpose~~of ~~acquisition~~four ~~companies~~principal ~~similar~~revenue tostreams ~~ours~~(see orFigure ~~may~~1). ~~pursue~~Each ~~other~~is ~~business or~~anticipated ~~investment~~to ~~ventures~~leverage ~~during~~Terrestrial ~~the~~Energy’s ~~period~~proprietary innuclear ~~which~~plant wedesign ~~are~~and ~~seeking~~technology, anits ~~initial~~licensing ~~business~~expertise, ~~combination.~~its Asdeveloped asupply ~~result~~chain, ~~our~~and ~~Sponsor,~~the ~~officers~~project ~~and directors~~delivery ~~could~~models’ ~~have~~repeatability ~~conflicts~~across ofmultiple ~~interest~~IMSR inPlant ~~determining~~projects ~~whether~~operating tosimultaneously. ~~present~~The ~~business~~IMSR ~~combination~~Core-unit and ~~opportunities~~IMSR toFuel usSalt orsupply revenues are structured to ~~any~~recur ~~other special~~throughout ~~purpose~~the ~~acquisition~~56-year operating ~~company~~lifecycle ~~with~~of ~~which~~an ~~they~~IMSR ~~may~~Plant ~~become~~(see ~~involved~~Figure 2). ~~Any~~Each ~~such~~subsequent ~~companies,~~IMSR ~~businesses~~Core-unit replacement orcycle ~~investments~~provides ~~may~~an ~~present~~ additional ~~conflicts~~ ofrevenue ~~interest~~opportunity inat ~~pursuing~~attractive anmargins. ~~initial~~The ~~business~~selection ~~combination~~of ~~target.~~these ~~However,~~four werevenue dostreams ~~not~~is ~~believe~~intended ~~that~~to ~~any~~optimize ~~such~~recurring revenue potential, ~~conflicts would~~reduce ~~materially~~capital ~~affect~~intensity ~~our~~for ~~ability~~Terrestrial toEnergy, ~~complete~~and ~~our~~support ~~initial~~a scalable fleet-based business ~~combination~~model.

6Figure 1: Illustrative potential revenue streams

~~Corporate Information~~12

~~Our~~Table ~~executive~~of ~~offices are located at 100 First Stamford Place, Suite 330 Stamford, CT 06902, and our telephone number is (203) 930-2200.~~Contents

Pre-construction services. We ~~are~~anticipate angenerating ~~“emerging~~early-stage revenue ~~growth~~through ~~company,” as~~the ~~defined~~supply ~~in Section 2(a)~~ of ~~the~~site- ~~Securities~~and ~~Act,~~use-specific engineering asservices ~~modified~~to byIMSR ~~the~~Plant ~~Jumpstart~~projects ~~Our~~to ~~Business~~support ~~Startups~~project ~~Act of 2012~~development, orconstruction ~~the~~and ~~JOBS~~procurement ~~Act. As such~~planning, weand ~~are~~the ~~eligible~~preparation ~~to take advantage~~ of ~~certain~~USNRC ~~exemptions~~construction ~~from~~permits. ~~various~~These ~~reporting~~services ~~requirements that~~ are ~~applicable~~typically tooffered ~~other~~on ~~public companies~~a ~~that~~fixed-fee or ~~are~~time-and-materials basis. ~~not~~While ~~emerging~~comprising ~~growth~~a ~~companies~~modest ~~including,~~portion ~~but not limited to, not being required to comply with the auditor attestation requirements~~ of ~~Section~~total ~~404~~IMSR ofPlant ~~the Sarbanes~~life-~~Oxley~~time revenues ~~Act of 2002~~(~4%), orthey ~~the~~create ~~Sarbanes-Oxley~~early ~~Act~~cash flow, ~~reduced~~initiate ~~disclosure~~project ~~obligations~~development ~~regarding~~activities, ~~executive compensation~~establish inrelationships ~~our~~with ~~periodic~~IMSR ~~reports~~Plant ~~and proxy statements~~developers, and ~~exemptions from~~ the ~~requirements~~supply ~~of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved~~chain. IfWe ~~some~~have ~~investors~~conducted ~~find~~several ~~our securities~~engagements ~~less~~related ~~attractive~~to aspre-construction services athat ~~result,~~have ~~there~~generated ~~may~~initial ~~be a less active trading market for our securities and the prices of our securities may be more volatile~~revenue.

InConstruction ~~addition~~services, ~~Section~~IMSR Core-unit and ~~107~~component ofsupply. We ~~the~~anticipate ~~JOBS~~generating ~~Act~~further ~~also~~revenue ~~provides that~~through anthe ~~emerging~~supply ~~growth~~of ~~company~~engineering ~~can~~services, ~~take~~major ~~advantage~~components of(including ~~the~~supply ~~extended~~of ~~transition~~first ~~period~~IMSR ~~provided in Section 7(a~~Core-units)~~(2)(B)~~, ofIMSR ~~the~~Fuel ~~Securities Act~~Salt ~~for~~to ~~complying~~IMSR ~~with~~Plant ~~new~~projects orsupporting ~~revised~~construction, ~~accounting~~USNRC ~~standards.~~operation Inlicense ~~other words~~submissions, anand ~~emerging~~commissioning. ~~growth~~This ~~company~~revenue ~~can~~stream ~~delay~~is ~~the~~expected ~~adoption~~to ofrepresent ~~certain accounting~~approximately ~~standards~~23% ~~until~~of ~~those~~IMSR ~~standards~~Plant ~~would~~project ~~otherwise~~lifecycle ~~apply~~value, tosupported ~~private~~by ~~companies.~~a Wedeveloped ~~intend~~supply tochain ~~take~~and ~~advantage~~nuclear-qualified manufacturing ofpartners, ~~the~~enabling ~~benefits~~scalable ~~of this~~deployment ~~extended~~and ~~transition~~cost ~~period~~control.

Post-construction IMSR Core-unit supply. We ~~will~~anticipate ~~remain~~generating anfurther ~~emerging~~revenue ~~growth~~from ~~company until~~ the ~~earlier~~supply of ~~(1)~~IMSR ~~the~~Core-units to ~~last~~operational ~~day~~IMSR ofPlants over the ~~fiscal~~expected 56-year operating life and ancillary operations and maintenance (a“O&M”) ~~following~~services. ~~the~~We ~~fifth~~expect ~~anniversary~~this ofto ~~the~~be ~~closing~~a ofsignificant ~~our~~and ~~Initial~~recurring ~~Public~~revenue ~~Offering~~stream, ~~(b)~~ in which weoccurs ~~have~~on ~~total~~a ~~annual~~predictable ~~gross~~seven-year cycle ~~revenue~~over ofa atplant’s ~~least~~anticipated $156-year operating lifespan.~~235~~ ~~billion,~~Each orIMSR ~~(c)~~Core-unit is inreplaced periodically with a “plug-and-play” maintenance procedure, which we ~~are~~believe ~~deemed~~achieves that necessary simplicity of maintenance to beachieve a ~~large~~high ~~accelerated~~plant ~~filer, which~~uptime ~~means~~contributing ~~the~~to ~~market~~its ~~value~~capital ofefficiency. ~~our~~This ~~common~~model ~~stock~~represents ~~that~~over is55% ~~held~~of byIMSR ~~non-affiliates~~Plant ~~exceeds~~project ~~$700~~lifecycle ~~million~~revenues asand ofmay ~~the~~support ~~prior~~recurring ~~June~~major ~~30,~~component supply revenue and ~~(2) the~~gross ~~date~~margin oncontribution ~~which~~over wetime, ~~have~~subject ~~issued~~to ~~more~~market ~~than~~adoption $1and plant deployment.0 ~~billion~~To inillustrate, ~~non~~over a typical 56-~~convertible~~year operating ~~debt~~life ~~securities~~of ~~during~~an ~~the~~IMSR ~~prior~~Plant, ~~three~~sixteen IMSR Core-~~year~~units are ~~period~~required, the initial pair at commissioning plus fourteen replacements. ~~References herein~~Consequently, our revenue model is expected to ~~emerging~~provide ~~growth~~recurring ~~company~~major ~~will~~component ~~have~~supply ~~the~~revenues ~~meaning~~per ~~associated~~plant ~~with~~over itmany indecades, ~~the~~subject ~~JOBS~~to ~~Act~~market demand and customer deployment.

~~Financial~~Post-construction IMSR ~~Position~~fuel supply. We intend to also supply IMSR Fuel Salt to operational IMSR Plants over the plant’s 56-year operating life together with ancillary O&M services. IMSR Fuel Salt must be manufactured to the precise specifications of the IMSR Plant design as approved by the USNRC in the U.S. or the relevant nuclear regulator in non-U.S. markets. We intend to provide services at the end of IMSR Plant operating life to assist with the decommissioning of the IMSR Plant and its spent IMSR Fuel Salt.

AsThe structure of ~~December~~the ~~31,~~IMSR ~~2024,~~Plant weproject ~~had approximately $235~~lifecycle,~~193,585 held~~ inwith ~~the~~a ~~trust~~multi-decade operational ~~account.~~design ~~With~~life, ~~the~~periodic ~~funds~~core ~~available~~replacements, weongoing ~~offer~~O&M acontracts, ~~target~~and ~~business~~fuel asupply, ~~variety~~enables oflong-term revenue ~~options~~visibility ~~such~~that asmay ~~creating~~provide a ~~liquidity~~strong ~~event~~ foundation for ~~its~~recurring, ~~owners~~predictable, ~~providing capital for the potential growth~~ and ~~expansion~~durable ofcash ~~its~~flows, ~~operations~~subject orto ~~strengthening~~successful ~~its balance sheet by reducing its debt or leverage ratio~~commercialization. ~~Because~~With weeach ~~are~~IMSR ~~able~~Plant torequiring ~~complete~~post-construction operations ~~our~~and ~~initial~~maintenance ~~business~~support ~~combination~~for ~~using our cash~~56 years, ~~debt~~replacement ~~or equity securities, or a combination~~ of ~~the~~IMSR ~~foregoing,~~Core-units and weIMSR ~~have~~Fuel ~~the~~Salt ~~flexibility~~supply ~~to use the most efficient combination that~~ will ~~allow~~generate usrevenue toat ~~tailor~~regular ~~the~~intervals, ~~consideration to~~such bethat ~~paid~~we toexpect ~~the~~our ~~target~~ business model to ~~fit~~deliver ~~its~~recurring ~~needs~~revenues ~~and~~with ~~desires.~~defensible ~~However,~~gross wemargins ~~have~~that ~~not~~scale ~~taken~~linearly ~~any~~with ~~steps~~the toinstalled ~~secure~~base ~~third~~of ~~party~~operating ~~financing~~IMSR ~~and there can be no assurance it will be available to us~~Plants.

713

~~Limited~~Table ~~Ability~~of ~~to Evaluate the Target’s Management Team~~Contents

~~Although~~Lifecycle weunit intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’ management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.economics

~~Furthermore,~~Figure 2 below sets for our estimated lifecycle unit economics from the ~~future~~revenue ~~role~~streams ofdescribed ~~members~~above ofand ~~our~~are ~~management team,~~based ifon ~~any~~a 60+ year IMSR Plant project lifecycle, inwith ~~the~~recurring ~~target~~revenue ~~business~~from ~~cannot~~IMSR ~~presently~~Core-unit replacements beevery ~~stated~~seven years ~~with~~and ~~any~~ongoing ~~certainty~~annual IMSR Fuel Salt supply. The ~~determination~~model asassumes toa ~~whether~~pre-construction stage ~~any~~and ofa ~~the~~four-year construction ~~members of~~stage, ~~our~~with ~~management~~Terrestrial ~~team~~Energy ~~will~~earning ~~remain~~revenue at each stage through engineering, procurement, and component supply services. The underlying project delivery model with ~~the~~its ~~combined~~revenue ~~company~~volume ~~will~~and bemargin ~~made~~assumptions atare drawn from the ~~time~~management ofteam’s ~~our~~estimates ~~initial~~based ~~business~~on ~~combination.~~their ~~While~~experience itin ~~is possible~~the ~~that~~nuclear ~~one~~energy orindustry. ~~more~~Specifically, ofunit ~~our~~economics ~~directors~~are ~~will~~calculated ~~remain~~at ~~associated~~NCP instatus, ~~some~~reflecting ~~capacity~~industrial ~~with~~learning useffects ~~following~~over ~~our~~a ~~initial~~planned ~~business~~10-plant deployment ~~combination~~cycle, it isand ~~unlikely~~include ~~that~~updated ~~any~~assumptions offor ~~them~~higher ~~will~~uranium ~~devote~~and ~~their~~enrichment ~~full~~costs, ~~efforts~~while toexcluding ~~our~~decommissioning ~~affairs~~expenses. ~~subsequent~~See to“— Competitive ~~our~~levelized ~~initial~~cost ~~business~~of ~~combination~~thermal and electricity” above. ~~Moreover, we~~Our ~~cannot~~unit ~~assure~~economics ~~you~~calculations ~~that~~were ~~members~~prepared ofin good faith by our management team ~~will~~and ~~have~~are ~~significant~~based ~~experience~~on orour ~~knowledge~~management’s ~~relating~~reasonable estimates and assumptions with respect to the ~~operations~~expected performance of Terrestrial Energy, as applicable, at the ~~particular~~ ~~target~~time ~~business~~those estimates were prepared and speak only as of that time. We are not aware of subsequent developments that would materially impact our views regarding these estimates as of the date of this filing.

WeFigure ~~cannot~~2: ~~assure~~IMSR ~~you~~Plant ~~that~~project ~~any~~lifecycle ofunit our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.economics

Following an initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.14

~~Shareholders~~Table ~~May~~of ~~Not Have the Ability to Approve Our Initial Business Combination~~ Contents

WeIMSR ~~may~~Plant conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business or other reasons.Overview

~~Under~~Figure ~~Nasdaq’s~~3: ~~listing rules,~~IMSR ~~shareholder~~Plant ~~approval~~with ~~would~~its becustomizable ~~required~~Thermal ~~for~~and ~~our~~Electricity ~~initial~~Facility ~~business combination if, for example:~~(“B”)

●The Wefigure ~~issue~~above ~~ordinary~~illustrates ~~shares~~that the conceptual customization of Thermal and Electric Facility enabling the integration of other energy systems such as thermal storage to supply a near-located industrial facility (“C”). We believe that ~~will~~the Thermal and Electricity Facility can be ~~equal~~hybridized with other energy systems, such as by integration with natural gas thermal energy supply. This is intended to orserve inas ~~excess~~an initial source of ~~20%~~thermal energy supply, and later as a backup source of thermal energy supply to the ~~number~~operating IMSR Nuclear Facility. We believe the customization of the IMSR Thermal and Electricity Facility with the integration of natural gas systems will accelerate commercial energy supply and increase the reliability of energy supply from a fully operational IMSR Plant; in our ~~ordinary~~experience ~~shares~~early ~~then~~electricity ~~outstanding~~supply ~~(other~~and ~~than~~reliably supply are both prized by industrial users and datacenter operators. While there are many methods to customize the IMSR Thermal and Electricity Facility, we are focused on the development of the small and modular regulated nuclear systems that form the Nuclear Facility (“A”) in the figure above, which is not conceptual but rendered from civil structures engineered by Terrestrial Energy and represents a ~~public~~part ~~offering);~~of IMSR Plant design that CNSC’s VDR reviewed. Our Company has a generic configuration of the Thermal and Electric Facility for 390 MW of electricity supply. We expect that the configuration of the Thermal and Electric Facility will be customized by project level requirements for energy supply.

● Any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or15

●Table ~~The issuance or potential issuance~~ of ~~ordinary shares will result in our undergoing a change of control.~~Contents

~~The~~Plant ~~decision~~and asinfrastructure. Our toIMSR ~~whether we~~Core-unit constitutes ~~will~~the ~~seek~~primary ~~shareholder~~nuclear ~~approval~~system. ofIt ahouses ~~proposed~~the ~~business~~key ~~combination~~components insuch ~~those~~as ~~instances~~graphite ~~in which shareholder approval is not required by applicable law or stock exchange listing requirements will be made by us~~moderator, ~~solely~~IMSR inFuel ~~our discretion~~Salt, ~~and~~primary ~~will~~pumps ~~be based on business~~ and ~~legal~~primary ~~reasons,~~heat ~~which~~exchanges. ~~include~~We ahave ~~variety~~agreements offor ~~factors, including, but not limited to: (i)~~ the ~~timing~~design ~~of the transaction, including in the event we determine shareholder approval would require additional time~~ and ~~there~~development isof ~~either~~these ~~not~~components. ~~enough~~Our ~~time~~supply tostrategy ~~seek~~includes ~~shareholder~~working ~~approval or~~with ~~doing~~suppliers ~~so would place the company at a disadvantage in the transaction or result in other additional burdens~~ on ~~the~~plant ~~company;~~infrastructure, ~~(ii)~~such ~~the expected~~as ~~cost~~turbine ofgenerators, ~~holding~~simulation atechnology, ~~shareholder vote; (iii) the risk that the shareholders would fail to approve the proposed business combination; (iv) other time~~ and ~~budget~~product ~~constraints~~lifecycle ~~of the company; and (v) additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders~~management.

8Graphite supply. Our IMSR Core-unit utilizes a thermal spectrum nuclear system with graphite as moderator, requiring approximately 125 metric tons of graphite per Core-unit. We are evaluating the optimal graphite grade from variations offered by four leading nuclear graphite suppliers. Our rigorous selection process includes testing graphite samples at the High Flux test reactor in Petten, Netherlands owned by the European Union Joint Centre, the European Commission’s science and knowledge service. We are undertaking an ongoing program of graphite irradiation testing at the Petten reactor for nuclear-grade graphite, advised by recognized industry leaders in graphite performance services.

~~Permitted~~Engineering ~~Purchases~~services. Our planned supply of services to an IMSR Plant spans its full project lifecycle, providing an anticipated 60+ years of revenue opportunity. We expect that these engineering services will provide: (i) assistance with regulatory applications; (ii) project management and component procurement before and during construction; and (iii) operations and maintenance support during operation, including for IMSR Core-unit replacement management and fuel management. A pivotal development in our ~~Securities~~IMSR Plant project execution strategy is the timely selection of experienced engineering, procurement and construction firms with demonstrated nuclear power plant detailed design, construction, and large-scale procurement capabilities.

IfNuclear wefuel ~~seek~~supply. We ~~stockholder~~are ~~approval~~engaged ~~of our initial business combination and we do not conduct redemptions in connection~~ with ~~our~~suppliers ~~initial~~including ~~business~~Springfields ~~combination~~Fuels ~~pursuant to the tender offer rules~~Limited, ~~our~~ ~~Sponsor,~~a ~~initial~~Westinghouse ~~stockholders~~subsidiary, ~~directors,~~to ~~officers,~~establish ~~advisors~~production orcapabilities ~~their~~for ~~affiliates~~key ~~may~~IMSR ~~purchase~~Fuel ~~shares~~Salt orelements, ~~Public~~including ~~Warrants~~SALEU, inwith ~~privately negotiated transactions or in~~ the ~~open~~scale ~~market either prior~~ to orsupport ~~following~~a ~~the~~fleet ~~completion~~ of ~~our~~IMSR ~~initial~~Plants ~~business~~operating ~~combination.~~in ~~There is no limit on~~ the ~~number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NASDAQ rules~~2030s. ~~However,~~To ~~they~~provide ~~have~~supply nochain ~~current commitments~~resilience, ~~plans~~we ~~or intentions to engage in such transactions and~~ have ~~not~~engaged ~~formulated~~with ~~any~~other ~~terms~~fuel orvendors ~~conditions~~ for ~~any~~similar ~~such transactions. If they engage in such transactions~~services, ~~they will~~and ~~not~~with ~~make~~those ~~any~~offering ~~such~~fuel ~~purchases~~transport ~~when~~packaging ~~they~~and ~~are~~shipping in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchasesservices, ifunenriched ~~any,~~uranium ~~would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however~~supply, ifand ~~the~~enrichment ~~purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules~~services.

~~Any~~A ~~such~~major ~~purchases~~differentiator ~~will~~of bethe ~~reported~~IMSR ~~pursuant~~Plant ~~to Section~~among 13other ~~and~~competing ~~Section~~Gen IV 16technologies, including those using MSR technology, is its use of ~~the~~SALEU ~~Exchange~~as ~~Act~~nuclear tofuel. This is the ~~extent~~enrichment ~~such~~standard ~~purchasers~~of ~~are~~fuel ~~subject~~for tonuclear ~~such~~plants ~~reporting~~using ~~requirements~~legacy nuclear technology and has been in use for many decades. ~~None~~To our knowledge, almost all of the ~~funds held~~other competitive nuclear technologies in commercialization today — those capable of supplying high-temperature thermal energy — use HALEU. Commercial HALEU production requires the ~~trust~~construction ~~account~~and ~~will~~licensing beof ~~used~~entirely tonew ~~purchase~~enrichment ~~shares~~facilities oras ~~Public~~current ~~Warrants~~facilities incannot ~~such~~be ~~transactions~~converted ~~prior~~to HALEU production. Prior to ~~completion~~the Ukraine conflict, many of our ~~initial~~competitors ~~business combination~~anticipated sourcing HALEU from Russian sources, which was the only known source of commercial supply. As a result of changing geopolitical factors, the U.S. government has funded pilot programs in onshore HALEU production, but it is currently available only in small test quantities.

~~The~~We ~~purpose~~believe ofour ~~any~~fuel ~~such~~choice ~~purchases~~for ~~of shares could be to vote such shares in favor of~~ the ~~initial~~IMSR ~~business~~Plant ~~combination~~aligns ~~and~~our ~~thereby~~product ~~increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement~~ with aexisting ~~target~~fuel ~~that~~suppliers ~~requires~~and usfuel tosupply ~~have~~regulatory aframeworks ~~minimum net~~for ~~worth~~production orand atransportation, ~~certain~~potentially ~~amount~~enabling ofearlier ~~cash~~commercialization ~~at the closing~~ of our ~~initial~~IMSR ~~business~~Plant ~~combination,~~and ~~where~~reducing ~~it appears that such requirement would otherwise not be met. The purpose of any such purchases of Public Warrants could be to reduce~~ the ~~number~~development ofand ~~Public~~supply ~~Warrants~~chain ~~outstanding or~~risks toassociated ~~vote such warrants on any matters submitted to the warrant holders for approval in connection~~ with ~~our~~restricted ~~initial~~fuel ~~business~~types ~~combination. Any~~ such ~~purchases~~as ~~of our securities may result in the completion of our initial business combination that may not otherwise have been possible~~HALEU. In ~~addition,~~our ~~if such purchases are made~~view, the ~~public~~use ~~“float”~~ of ~~our~~SALEU ~~shares~~may ofalso ~~common~~help ~~stock~~mitigate orpolicy ~~warrants may be reduced~~ and ~~the~~regulatory ~~number~~uncertainties ofin ~~beneficial~~key ~~holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange~~markets.

Our Sponsor, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our Sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our Sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination. Our Sponsor, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.16

9Table of Contents

~~Any~~The ~~purchases~~table bybelow ~~our~~summarizes Sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical ~~requirements~~attributes ~~that must be complied with in order for the safe harbor to be available to the purchaser. Our Sponsor, officers, directors~~ and~~/or~~ ~~their~~specifications ~~affiliates will not make purchases~~ of ~~common~~our ~~stock~~IMSR ifPlant ~~the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act~~design. ~~Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.~~

Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination


IMSR Plant attribute		Specification
Reactor Type		Liquid fueled molten salt
Neutron Spectrum		Thermal
Reactor Thermal Output, gross		2x442 MWt
Power Plant Electrical Output, net		2x195 MWe
Moderator		Graphite
Thermal Efficiency (net)		44% for normal electric power configuration
Reactor Operating Pressure		Near Atmospheric
Temperature of thermal supply		585°C/1,085°F
Fuel and coolant salt eutectic (Fuel Salt)		Common Fluoride Salts with UF₄ – No beryllium or isotopically enriched lithium
Initial Fuel Enrichment		Less than 3% SALEU

We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their Public Shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.05 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Class B Ordinary Shares and any Public Shares they may have acquired during or after the Initial Public Offering in connection with the completion of our initial business combination.

Manner of Conducting Redemptions


IMSR Plant attribute		Specification
Make-up Fuel Enrichment		Less than 5% SALEU
Reactor Vessel Diameter (Core-unit)		4.1 m/13 ft.
Reactor Vessel Height (Core-unit)		18 m/59 ft.
Core-unit Design Life		Replaced every 7 years
Refueling		On-power make-up fuel added during reactor operation.
Plant Operating Life		56 years
IMSR Plant land footprint with the Thermal and Electricity Facility designed for electricity generation only		6.4 hectares/16 acres

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules), as described above under the heading “Shareholders May Not Have the Ability to Approve Our Initial Business Combination.” Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide our public shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above are contained in provisions of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which requires the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares, who, being entitled to do so, vote in person or by proxy at a general meeting of the company, so long as we offer redemption in connection with such amendment.17

10Table of Contents

~~If we provide our public shareholders with the opportunity to redeem their Public Shares in connection with a general meeting~~Design, ~~we will~~testing, ~~pursuant to our amended~~ and ~~restated~~development ~~memorandum and articles of association:~~status

●We ~~conduct~~have developed an engineering program to advance the ~~redemptions~~timely, insafe ~~conjunction~~and ~~with~~efficient evolution of the IMSR Plant within a ~~proxy~~controlled ~~solicitation~~engineering ~~pursuant~~environment. toOur ~~Regulation~~engineering ~~14A~~program develops the design requirements and specifications of the ~~Exchange~~Structures, ~~Act~~Systems and Components that make up the IMSR plant. It employs advanced software and engineering methods used in the highly regulated aviation industry for document and design control, which ~~regulates~~we believe express best practice. During the ~~solicitation~~CNSC’s Vendor Design Review (“VDR”) of ~~proxies~~the IMSR Plant design, the CNSC reviewed our engineering program and ~~not~~concluded ~~pursuant~~that it was aligned to ~~the~~CNSC ~~tender~~requirements ~~offer~~for ~~rules,~~controlled ~~and~~development of a nuclear plant design.

●Our ~~file~~engineering ~~proxy~~program ~~materials~~consists of five distinct phases — Conceptual Engineering, Basic Engineering, Detailed Engineering, Operations Support and Decommissioning. Conceptual Engineering, which laid the foundation for the IMSR’s nuclear systems, was completed in 2017 coincident with the ~~SEC~~first major regulatory milestone, the CNSC Vendor Design Review Phase 1. Basic Engineering was started immediately, and it developed safety and design requirements of the IMSR Plant, computer models for process systems and engineering of plant interfaces such as the relationship between mechanical and electrical systems of the IMSR Plant’s Nuclear Facility. This work facilitated CNSC’s VDR Phase 2 process. We considered the Basic Engineering phase complete in April 2023 when CNSC concluded its VDR and issued its Phase 2 report.

InWe ~~the~~are ~~event~~currently ~~that~~in wethe ~~seek~~Detailed ~~shareholder approval~~Engineering ofphase ~~our~~where ~~initial~~design ~~business~~focus ~~combination,~~has wemoved ~~will~~from ~~distribute~~the ~~proxy~~system ~~materials~~level to components and, inthe ~~connection~~performance ~~therewith,~~requirements ~~provide~~for ~~our~~integrated ~~public~~systems, ~~shareholders with~~including the ~~redemption~~requirements ~~rights~~for ~~described~~their ~~above~~manufacture, ~~upon~~construction ~~completion~~and ofoperation. ~~the~~This ~~initial~~is ~~business~~an ~~combination~~important undertaking to ensure plant economics are achieved.

If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of the ordinary shares, who, being entitled to do so, vote in person or by proxy at a general meeting of the company. A quorum for such meeting will be present if the holders of at least one third of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our ~~Sponsor,~~engineering ~~officers~~program ~~and~~is ~~directors~~designed ~~will count toward this quorum and, pursuant~~ to ~~the~~coordinate ~~letter~~with ~~agreement, our Sponsor, officers and directors have agreed to vote their Class B Ordinary Shares, private placement shares and any Public Shares purchased during or after~~ the ~~Initial~~scope ~~Public Offering (including in open market~~ and ~~privately-negotiated~~timing ~~transactions, aside from shares they may purchase in compliance with the requirements~~ of ~~Rule~~elements ~~14e-5 under the Exchange Act, which would not be voted in favor~~ of ~~approving the business combination transaction) in favor of~~ our ~~initial~~R&D ~~business~~and ~~combination. For~~testing ~~purposes of seeking approval of an ordinary resolution~~program, ~~non-votes~~as ~~will~~well ~~have~~as ~~no effect on the approval of~~ our ~~initial~~supply ~~business~~chain ~~combination once~~development ~~a quorum is obtained~~activities. AsOur aobjective ~~result,~~is ~~in addition~~ to ~~our~~ensure ~~Initial~~that ~~Shareholders’ Class B Ordinary Shares,~~ we ~~would~~are ~~need~~able ~~7,500,001, or 37.5%, of the 20,000,000 Public Shares sold in the Initial Public Offering~~ to bevalidate & ~~voted~~verify in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted. Assuming that only the holders of one-third of our issued and ~~outstanding~~qualify ~~ordinary~~systems ~~shares, representing a quorum under our amended~~ and ~~restated~~materials memorandum and articles of association vote their shares at a general meeting of the company, we will not need any Public Shares in addition to our Class B Ordinary Shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation with ~~another~~data ~~company~~secured ~~under~~from ~~Cayman~~accredited ~~Islands~~R&D law, in addition to obtaining approval of our initial business combination by ordinary resolution, the approval of the statutory merger or consolidation will require a special resolution under Cayman Islands Law, which requires the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares, who, being entitled to do so, vote in person or by proxy at a general meeting of the company. In addition, prior to the closing of our initial business combination, only holders of our Class B Ordinary Shares (i) will have the right to appoint and ~~remove~~ ~~directors~~testing ~~prior~~counterparties to orsupport ~~in connection with the completion of~~ our ~~initial~~engineering business combination and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands)program. These quorum and voting thresholds, and the voting agreement of our Sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

11We have progressed the engineering of the IMSR Plant’s Structures, Systems and Components to the Detail Engineering phase. The completion of Detailed Engineering requires that we have R&D and test data to support Operating License applications with nuclear regulatory authorities. We have advanced the engineering program of our IMSR Plant to complete the CNSC VDR, which reactor developers can complete during the design process if the applicable criteria are met. We believe that the conclusion of the CNSC’s VDR as well as the co-incident inter-agency CNSC-USNRC review to be a positive reflection of our engineering program, R&D and testing program, and the status of our IMSR Plant design. Our engineering and R&D and testing programs are facilitating the preparation and submission of technical material to the USNRC supporting our pre-application engagement.

~~Limitation~~Our onR&D ~~Redemption~~and ~~upon~~testing ~~Completion~~program has specified detailed individual tests that we need to undertake to qualify our materials, including our graphite moderator; those tests have been underway since 2020 at the NRG Petten reactor in the Netherlands and given us a deep understanding of graphite performance. Our R&D and testing program has specified the individual tests to qualify our ~~Initial~~IMSR ~~Business Combination~~Fuel ifSalt. weWhile ~~Seek~~many ~~Stockholder~~tests ~~Approval~~have already been undertaken and are complete, giving us a deep understanding of graphite/fuel salt and alloy/fuel salt interactions, our program for IMSR Fuel Salt qualification is continuing.

~~Notwithstanding~~We ~~the~~have ~~foregoing,~~developed ifa wecomprehensive ~~seek~~code ~~stockholder approval~~validation of& ~~our~~verifications ~~initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules~~strategy, ~~our~~which ~~amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder~~ is ~~acting~~being inimplemented ~~concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 10% of the shares sold~~ in ~~our~~part ~~Initial~~through ~~Public Offering, which we refer to as the “Excess Shares~~U.~~” Such restriction shall also be applicable to our affiliates~~S. WeDOE-funded projects ~~believe~~targeting ~~this~~validation ~~restriction~~& ~~will~~verifications ~~discourage stockholders from accumulating large blocks~~ of ~~shares,~~physics and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed initial business combination as a means to force us or our management to purchase their shares at a significant premium to the thenthermal-~~current~~hydraulics computational ~~market price or on other undesirable terms~~models. ~~Absent~~We ~~this~~intend ~~provision,~~to abuild ~~public~~and ~~stockholder~~operate ~~holding~~test ~~more~~rigs ~~than~~that anwill ~~aggregate~~deliver ~~of 10% of~~ the ~~shares~~data ~~sold in our Initial Public Offering could threaten~~ to ~~exercise~~validate ~~its~~and ~~redemption~~verify ~~rights if such holder’s shares are not purchased by us or~~ our ~~management~~key atmodels afor ~~premium to~~IMSR ~~the~~fission ~~then-current~~power ~~market~~control ~~price~~and orheat ~~on other undesirable terms~~transport. ByWe ~~limiting~~consider ~~our~~all ~~stockholders’~~these ~~ability~~activities to ~~redeem~~be notypical ~~more~~for ~~than 10% of~~ the ~~shares~~design ~~sold~~and inlicensing ~~our Initial Public Offering without our prior consent, we believe we will limit the ability of~~ a ~~small~~fission ~~group~~reactor of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or ~~against~~commercial ~~our initial business combination~~use.

~~If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:~~18

●Table ~~conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E~~ of ~~the Exchange Act, which regulate issuer tender offers, and~~Contents

●Our ~~file~~engineering ~~tender~~program ~~offer~~has ~~documents~~progressed ~~with~~our ~~the~~IMSR ~~SEC~~Plant ~~prior~~design to ~~completing~~a ~~our~~Preliminary ~~initial~~Safety ~~business~~Analysis ~~combination~~Report ~~which~~(PSAR) ~~contain~~standard, ~~substantially~~a ~~the~~recognized ~~same~~development ~~financial~~status ~~and~~of ~~other~~nuclear ~~information~~plant ~~about~~design in the ~~initial~~nuclear ~~business~~industry. ~~combination~~While ~~and~~we believe the ~~redemption~~status ~~rights~~of asour isIMSR ~~required~~Plant ~~under~~design ~~Regulation~~process ~~14A~~to ofbe ~~the~~satisfactory ~~Exchange~~for ~~Act~~an IMSR Plant project to secure a Construction Permit, ~~which~~this ~~regulates~~process ~~the~~must ~~solicitation~~be ofsubstantially ~~proxies~~complete for an Operating License application and expressed by a Final Safety Analysis Report for our IMSR Plant design.

InRegulatory the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of Public Shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.Matters

~~Upon~~Regulatory ~~the~~strategy ~~public~~and announcement of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A Ordinary Shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.engagement

WeOur ~~intend~~regulatory tostrategy ~~require~~has ~~our~~been ~~public shareholders~~a ~~seeking~~central toelement ~~exercise~~of ~~their~~our ~~redemption~~commercialization ~~rights,~~plan ~~whether~~since ~~they are record holders or hold their shares in “street name,” to, at~~ the ~~holder~~Company’s ~~option,~~inception. ~~either~~Its ~~deliver~~objective ~~their~~is ~~share certificates~~ to ~~our~~establish ~~transfer~~the ~~agent~~IMSR orPlant ~~deliver~~as ~~their~~licensable ~~shares~~and todeployable ~~our~~by ~~transfer agent electronically using~~ the ~~Depository Trust Company~~plant’s ~~DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth~~ owner-operator in ~~the~~key ~~proxy~~global ~~materials or tender offer documents~~markets, asstarting ~~applicable.~~with In the ~~case~~United ofStates ~~proxy~~and ~~materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination~~Canada. InWe ~~addition,~~have ifstructured ~~we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its Public Shares to also submit a written request for redemption to~~ our ~~transfer~~regulatory ~~agent~~engagement ~~two business days prior~~ to ~~the~~reduce ~~scheduled~~commercial ~~vote~~and indevelopment ~~which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents~~risks, aswhich ~~applicable,~~includes ~~that we will furnish to holders of~~ our ~~Public~~objective ~~Shares in connection with our initial business combination will indicate whether we are requiring public shareholders~~ to ~~satisfy~~align ~~such delivery requirements. We believe that this will allow our transfer agent~~ to ~~efficiently process any redemptions without~~ the ~~need~~greatest ~~for~~extent ~~further~~we ~~communication~~can ~~or action~~with ~~from~~existing ~~the~~regulatory ~~redeeming public shareholders~~frameworks, ~~which~~particularly ~~could delay redemptions and result~~ in ~~additional administrative cost. If~~ the ~~proposed initial~~United States ~~business combination is not approved~~ and weCanada. ~~continue~~This toapproach ~~search~~supports ~~for~~strategic aentry ~~target~~in ~~company,~~other wemarkets ~~will~~based ~~promptly~~on ~~return~~jurisdictional ~~any~~readiness ~~certificates or~~and ~~shares~~market ~~delivered by public shareholders who elected to redeem their shares~~demand.

12The nuclear power industry in the United States is subject to extensive regulation by the USNRC and in Canada by the CNSC, which oversees licensing, safety, environmental impact, and decommissioning. Compliance with USNRC/CNSC regulations is mandatory at all stages of nuclear plant project development and operation, and regulatory approvals can significantly impact project timelines and costs. Additional oversight may come from federal, state/provincial, and local authorities, particularly concerning environmental and construction permits.

Our ~~proposed~~regulatory ~~initial~~strategy ~~business combination~~has ~~may~~focused ~~impose~~on aearly, ~~minimum~~collaborative ~~cash~~engagement ~~requirement~~with ~~for~~regulators ~~(i)~~to ~~cash~~develop ~~consideration~~our toIMSR bePlant ~~paid~~design tounder ~~the~~regulator-informed conditions. ~~target~~Its orintention ~~its~~is ~~owners,~~to ~~(ii)~~reduce ~~cash~~development ~~for~~risk, ~~working capital~~enhance orcommercial ~~other~~readiness, ~~general~~and ~~corporate~~establish ~~purposes~~a orclear ~~(iii)~~pathway for the ~~retention~~deployment of ~~cash to satisfy other conditions. In~~ the ~~event~~IMSR ~~the~~Plant ~~aggregate~~by ~~cash consideration~~future weowner-operators in ~~would~~key beglobal ~~required~~markets. toImportantly, ~~pay~~as ~~for~~noted ~~all~~above, ~~Class~~our ACompany ~~Ordinary~~does ~~Shares~~not ~~that~~intend ~~are validly submitted for redemption plus any amount required~~ to ~~satisfy~~act ~~cash~~as ~~conditions~~the ~~pursuant~~licensee, toowner, ~~the~~or ~~terms~~operator of ~~the~~IMSR ~~proposed~~Plants. ~~initial~~Our business ~~combination~~model ~~exceed~~is ~~the~~based ~~aggregate~~on ~~amount~~the supply of ~~cash~~nuclear ~~available to~~reactor ussystems, ~~we will not complete the initial business combination or redeem any shares~~fuel, and ~~all~~engineering ~~Class~~services Ato ~~Ordinary~~owner-operator customers ~~Shares~~who ~~submitted~~are responsible for ~~redemption will~~securing beall ~~returned~~necessary toregulatory ~~the holders thereof~~approvals. WeAs ~~may~~such, ~~however,~~our ~~raise~~regulatory ~~funds~~engagement ~~through~~is ~~the~~focused ~~issuance~~on ofproviding ~~equity~~a ortechnology ~~equity-linked~~and ~~securities~~design orfoundation ~~through loans,~~that ~~advances~~can orsupport ~~other~~third-party licensing ~~indebtedness~~activities inwithout ~~connection~~requiring ~~with~~Terrestrial ~~our~~Energy ~~initial~~itself ~~business combination, including pursuant~~ to ~~forward~~hold ~~purchase~~construction ~~agreements~~ or ~~backstop~~operating ~~arrangements~~licenses. weThis ~~may~~model ~~enter~~reduces ~~into~~our ~~following~~direct ~~consummation~~regulatory ofburden ~~the~~and ~~Initial~~exposure ~~Public Offering, in order~~ to, ~~among~~project-specific licensing ~~other~~timelines ~~reasons,~~and ~~satisfy such net tangible assets or minimum cash~~ requirements.

~~Limitation~~We have prioritized deep, early-stage technical engagement with the CNSC and the USNRC to advance mutual understanding of the IMSR Plant’s design and licensing potential. This early engagement enables regulators to provide feedback on ~~Redemption~~the ~~Upon~~design’s ~~Completion~~alignment with existing regulatory frameworks and expectations well in advance of ~~Our~~the ~~Initial~~submission ~~Business Combination~~of Ifany Weconstruction ~~Seek~~and ~~Shareholder~~operating ~~Approval~~license applications. By investing in this pre-licensing dialogue, we have been able to systematically identify and address potential regulatory challenges, support future applications by owner-operators, and build commercial confidence in the IMSR Plant’s licensability.

IfUntil weour ~~seek~~successful ~~shareholder~~completion ~~approval~~ of ~~our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to~~ the ~~tender~~Canadian ~~offer~~Vendor ~~rules,~~Design ~~our~~Review ~~amended~~(VDR) ~~and~~process ~~restated~~described ~~memorandum and articles of association provide that a public shareholder~~below, ~~together~~we ~~with any~~focused ~~affiliate~~on ofthe ~~such~~CNSC ~~shareholder~~regulatory orprocess ~~any~~as ~~other~~it ~~person~~was ~~with~~accessible ~~whom~~mid-design to ~~such shareholder is acting in concert or as~~ a ~~“group”~~nuclear ~~(as defined~~plant ~~under~~developer ~~Section~~and 13aligned ofwell ~~the Exchange Act), will be restricted from seeking redemption rights~~ with ~~respect to Excess Shares without~~ our ~~prior~~business ~~consent~~objectives. WeWhile ~~believe~~we ~~this~~have ~~restriction~~planned ~~will~~for ~~discourage~~engagements ~~shareholders~~with ~~from~~any ~~accumulating~~other ~~large~~nuclear ~~blocks of shares~~regulators, ~~and subsequent attempts by~~ such ~~holders to use their ability to exercise their redemption rights against a proposed business combination~~ as ~~a means to force us or our management to purchase their shares at a significant premium to~~ the ~~then-current~~Office ~~market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate~~ of ~~15%~~Nuclear ofRegulation ~~the shares sold~~ in the ~~Initial~~United ~~Public~~Kingdom, ~~Offering could threaten~~ to ~~exercise~~date ~~its~~we ~~redemption~~have ~~rights~~only ifengaged ~~such~~with ~~holder’s shares are not purchased by us, our Sponsor or our management at a premium to~~ the ~~then-current~~USNRC ~~market~~and ~~price or on other undesirable terms~~CNSC. The Bycompletion ~~limiting~~of our ~~shareholders’~~engagement ~~ability~~with ~~to redeem no more than 15% of~~ the ~~shares~~CNSC ~~sold~~ in ~~the~~2023 ~~Initial~~has ~~Public~~allowed ~~Offering~~us ~~without our prior consent, we believe we will limit the ability of a small group of shareholders~~ to ~~unreasonably~~focus ~~attempt~~on ~~to block~~ our ~~ability~~USNRC to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cashengagement.

~~However,~~In 2019 we ~~would~~were ~~not~~selected beby ~~restricting our~~leadership ~~shareholders’~~of ~~ability~~the toUSNRC ~~vote~~and ~~all~~CNSC for the first-ever inter-agency collaborative cross-border regulatory review of ~~their~~a ~~shares~~Gen IV ~~(including~~reactor ~~Excess~~technology; ~~Shares)~~the ~~for~~review orwas ~~against~~completed in May 2022. This joint review assisted with advancing regulatory understanding of our ~~initial~~IMSR ~~business~~technology ~~combination~~in advance of license applications. This cross-border regulatory collaboration provided early alignment on reactor design and licensing considerations across both agencies, facilitating future licensing submissions.

1319

~~Delivering~~Table ~~Share Certificates in Connection with the Exercise~~ of ~~Redemption~~ ~~Rights~~ Contents

AsIn ~~described above~~2016, we ~~intend to~~requested ~~require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at~~ the ~~holder’s~~CNSC ~~option, either deliver their share certificates~~ to ~~our~~undertake ~~transfer~~a ~~agent~~VDR orof ~~deliver their shares to~~ our ~~transfer~~IMSR ~~agent~~Plant ~~electronically~~design. ~~using~~A ~~the~~VDR ~~Depository~~is ~~Trust~~a ~~Company’s~~pre-licensing programmatic ~~DWAC~~review ~~(Deposit/Withdrawal~~of Ata ~~Custodian)~~nuclear ~~system, prior~~power toplant ~~the~~against ~~date~~Canadian ~~set~~nuclear ~~forth~~regulatory inrequirements ~~the~~for ~~proxy~~commercial ~~materials~~operation orand ~~tender~~is ~~offer~~designed ~~documents, as applicable. In the case of proxy materials, this date may be up~~ to ~~two~~identify ~~business~~early ~~days~~in ~~prior to~~ the ~~scheduled~~reactor ~~vote~~design onprocess ~~the~~any ~~proposal~~barriers to ~~approve~~licensing ~~the~~for ~~initial~~commercial ~~business combination. In addition~~use, ~~if we~~and ~~conduct redemptions in connection with a shareholder vote, we intend~~ to ~~require~~establish acommercial ~~public~~confidence ~~shareholder~~in ~~seeking~~the ~~redemption~~“licensability” of ~~its Public Shares to also submit~~ a ~~written~~nuclear ~~request~~plant ~~for~~design ~~redemption~~before toproceeding ~~our transfer agent two business days prior~~ to ~~the~~site ~~scheduled~~specific ~~vote~~activities. inThe ~~which~~scope ~~the name~~ of the ~~beneficial~~VDR ~~owner~~covered ~~of such shares is included. The proxy materials or tender offer documents~~design, asoperation ~~applicable,~~and ~~that~~decommissioning ~~we will furnish to holders~~ of ~~our~~the ~~Public~~IMSR ~~Shares~~plant. inA ~~connection~~completed ~~with~~VDR ~~our~~has ~~initial~~historically ~~business~~been ~~combination~~required ~~will~~by ~~indicate~~Canadian ~~whether~~owner-operators of wenuclear ~~are~~plants ~~requiring~~before ~~public shareholders to satisfy such delivery requirements. Accordingly,~~ a ~~public~~decision ~~shareholder~~will ~~would~~be ~~have~~made up to ~~two~~progress ~~business days prior~~ to ~~the~~site-specific licensing ~~scheduled~~activities ~~vote on~~for ~~the~~a ~~initial~~new ~~business~~nuclear ~~combination if we distribute proxy materials~~plant, ~~or from the time we send out our tender offer materials until the close of the tender offer period,~~ as ~~applicable, to submit or tender its shares if~~ it ~~wishes~~establishes ~~to seek to exercise its redemption rights. In~~ the ~~event~~“licensability” ~~that~~of ~~a shareholder fails to comply with these or any other procedures disclosed in~~ the ~~proxy~~nuclear ~~or tender offer materials~~plant, ~~as applicable,~~a ~~its~~critical ~~shares~~commercial ~~may~~risk ~~not be redeemed~~mitigator. ~~Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their Public Shares.~~

~~There~~In isApril 2023, athe ~~nominal~~CNSC ~~cost~~completed ~~associated with~~its ~~the~~VDR ~~above-referenced~~of ~~process~~our ~~and~~IMSR Plant design. Our Company became the ~~act~~first developer of ~~certificating~~a Gen IV power plant to complete the ~~shares~~CNSC’s orVDR. The ~~delivering~~CNSC ~~them~~issued ~~through~~a public summary report confirming that our IMSR Plant design meets the ~~DWAC~~expectations ~~system~~set out in the 19 focus areas required for licensing, including reactor physics, thermal-hydraulics, human factors, fuel qualification, and decommissioning. The ~~transfer~~CNSC ~~agent will~~concluded ~~typically~~that ~~charge~~there are “no fundamental barriers to licensing” the ~~broker~~IMSR ~~submitting~~Plant ordesign ~~tendering~~in ~~shares~~Canada afor ~~fee~~commercial ofuse. ~~approximately~~The ~~$100~~CNSC ~~and~~defines ita ~~would~~fundamental bebarrier upas “a failure to address known issues of safety significance or the ~~broker~~use ~~whether~~of unproven engineering practices for new or innovative design features (i.e., not toadequately ~~pass~~supported ~~this~~by ~~cost~~analysis, onresearch toand ~~the~~development, ~~redeeming~~or ~~holder~~both)”.

~~However~~Consequently, we believe the CNSC VDR completion was a major milestone for our Company and our IMSR Plant commercialization program. While this ~~fee~~does ~~would~~not ~~be incurred~~constitute ~~regardless~~a regulatory approval of ~~whether~~the ordesign ~~not~~in weCanada, ~~require~~it ~~holders~~has ~~seeking~~provided tous ~~exercise~~with ~~redemption~~a ~~rights~~detailed tounderstanding ~~submit~~of orregulatory ~~tender~~requirements ~~their~~for ~~shares~~licensed operation of an IMSR Plant and commercial confidence that our nuclear plant design, which employs MSR technology, is “licensable” for commercial use in Canada and, by extension, also potentially licensable in other Western markets. ~~The~~We ~~need to~~believe ~~deliver~~that ~~shares~~this is first time in Western markets that a ~~requirement~~power ofplant ~~exercising~~design ~~redemption~~using ~~rights~~MSR ~~regardless~~technology ofhas ~~the~~been ~~timing~~presented ofto ~~when~~a ~~such~~leading ~~delivery~~nuclear ~~must~~regulator befor ~~effectuated~~a detailed and programmatic regulatory review for commercial use.

~~Any~~The ~~request~~insights togained ~~redeem~~through ~~such shares, once made, may be withdrawn at any time up to~~ the ~~date~~VDR ~~set~~process ~~forth~~— inincluding ~~the~~regulator ~~proxy~~feedback ~~materials~~on orIMSR ~~tender~~nuclear ~~offer documents~~systems, asfuel ~~applicable. Furthermore~~qualification, ifand asafety-related features ~~holder~~— ofare anow ~~public~~being ~~share~~directly ~~delivered~~incorporated ~~its~~into ~~certificate~~the intechnical ~~connection~~basis ~~with~~for anfuture ~~election~~construction ofpermit ~~redemption rights~~ and ~~subsequently decides~~operating ~~prior~~license ~~to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically)~~applications. ItThis isimproves ~~anticipated that~~ the ~~funds~~completeness toand bedefensibility ~~distributed to holders~~ of our ~~Public~~licensing ~~Shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination~~submissions.

IfIn 2017, we started our ~~initial~~engagement ~~business~~with ~~combination is~~the ~~not~~USNRC, ~~approved~~entering ora ~~completed~~pre-application phase ~~for~~of ~~any~~the ~~reason,~~U.S. nuclear ~~then~~regulatory ~~our~~process ~~public~~with ~~shareholders~~a ~~who~~program ~~elected~~of totechnical ~~exercise~~reports, ~~their~~white ~~redemption~~papers ~~rights~~and ~~would~~topical ~~not~~report ~~be entitled~~submissions. toOur ~~redeem~~USNRC ~~their~~pre-application engagement ~~shares~~is ~~for~~guided ~~the~~by ~~applicable~~our ~~pro~~regulator ~~rata~~engagement ~~share~~plan, ofwhich ~~the~~we ~~trust~~periodically ~~account~~update and file with the USNRC. This Inplan ~~such~~anticipates ~~case,~~that we will ~~promptly~~seek ~~return~~as ~~any~~applicant ~~certificates delivered~~10 byC.F.R. ~~public~~Part 52 ~~holders~~Standard ~~who~~Design ~~elected~~Approval toof ~~redeem~~the ~~their shares~~IMSR.

IfFor ~~our~~the ~~initial~~FCP ~~proposed~~IMSR ~~business combination~~Plant isproject, we have assumed a 10 C.F.R. Part 50 licensing process, rather than a 10 C.F.R. Part 52 process. A Part 50 process bifurcates the process for licensing nuclear reactors into two steps, one for the Construction Permit and one for the Operating License, whereas the Part 52 combines the approval process for both the Construction Permit and the Operating License into a single application. The decision to use a Part 50 or 52 process will be made by the IMSR Plant project developer depending on the individual circumstances applicable to a project, which are not ~~completed~~determinable at this time. The USNRC process permits our 10 C.F.R. Part 52 Standard Design Approval work to be transferred to support a 10 C.F.R. Part 50 application by the developer of our FCP IMSR Plant project. By pursuing this pathway, we ~~may~~believe ~~continue~~this towill ~~try~~accelerate our ability to ~~complete~~receive a ~~business~~USNRC ~~combination~~approval under Part 50. We anticipate that our FCP IMSR Plant project will consist of an approximately five-year pre-construction period, concluding with USNRC’s issuance of a ~~different~~Construction ~~target~~Permit ~~until~~to the ~~end~~IMSR Plant project developer, and an approximately five-year construction period, concluding with the USNRC’s issuance of an Operating License to the ~~Completion Window~~IMSR Plant project developer.

1420

~~Redemption~~Table of ~~Public Shares and Liquidation if no Initial Business Combination~~Contents

~~Our~~We ~~amended~~anticipate ~~and~~assisting ~~restated~~the ~~memorandum and~~IMSR ~~articles~~Plant ofproject ~~association~~developer ~~provide~~with ~~that we will have only~~ the ~~duration~~preparation of the ~~Completion~~Construction ~~Window~~Permit application to ~~complete~~the ~~our initial business combination~~USNRC. If This ~~we have not completed our initial business combination within such time period, we~~ will ~~(i)~~require ~~cease~~the ~~all~~completion ~~operations~~of ~~except for~~ the ~~purpose of~~IMSR ~~winding~~Plant’s ~~up,~~site ~~(ii)~~characterization ~~as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor)~~analysis, ~~redeem~~which ~~the~~covers ~~Public~~site ~~Shares~~water, ~~at a per-share price~~soil, ~~payable in cash~~weather, ~~equal~~seismic toand ~~the~~other ~~aggregate~~environment ~~amount~~datasets. ~~then~~We onalso ~~deposit~~anticipate inassisting the ~~trust~~ ~~account,~~IMSR ~~including~~Plant ~~interest~~project ~~earned~~developer onwith the ~~funds~~preparation ~~held~~of in the ~~trust~~Operating ~~account~~License ~~(which~~application ~~interest shall be net of taxes and less up~~ to ~~$100,000 of interest to pay dissolution expenses), divided by~~ the ~~number~~USNRC. An ofOperating ~~then-outstanding~~License ~~Public~~application ~~Shares, which redemption~~ will ~~completely~~require ~~extinguish public~~us ~~shareholders’ rights as shareholders (including the right~~ to ~~receive~~have ~~further~~substantially ~~liquidating~~completed ~~distributions,~~our ifIMSR ~~any),~~Plant ~~subject to~~design ~~applicable law, and (iii)~~ as ~~promptly~~well as ~~reasonably~~our ~~possible~~R&D ~~following~~and ~~such~~testing ~~redemption~~program, ~~subject~~which towill achieve the ~~approval~~validation & ofverification ~~our remaining shareholders~~ and ~~our~~qualification ~~board~~ of ~~directors,~~IMSR ~~liquidate~~plant ~~and~~nuclear ~~dissolve,~~systems ~~subject~~required infor ~~each~~USNRC ~~case~~approval ~~to our obligations under Cayman Islands law to provide for claims~~ of ~~creditors and~~ the ~~requirements~~Operating ofLicense ~~other applicable law~~application. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the Completion Window.

~~Our~~We ~~Sponsor, officers and directors~~ have ~~entered~~assumed ~~into~~ a ~~letter~~10 ~~agreement~~C.F.R. ~~with~~Part 50 ~~us,~~licensing ~~pursuant~~process tofor ~~which~~an ~~they~~NCP ~~have~~IMSR ~~waived~~Plant ~~their~~project. ~~rights~~This tois ~~liquidating~~expected ~~distributions from the trust account with respect~~ to ~~any~~consist ~~Class~~of Ban ~~Ordinary~~approximately ~~Shares~~four-year pre-construction period, ~~held~~concluding bywith ~~them if we fail to complete our initial business combination within~~ the ~~Completion~~USNRC’s ~~Window,~~issuance ~~although~~of ~~they~~Construction ~~will~~Permit ~~entitled~~ to ~~liquidating distributions from assets outside~~ the ~~trust~~IMSR ~~account.~~Plant ~~However~~project developer, ifand ~~our Sponsor~~an orapproximately ~~management~~four-year construction ~~team~~period, ~~acquire~~concluding ~~Public~~with ~~Shares in or after~~ the ~~Initial~~USNRC’s ~~Public~~issuance ~~Offering,~~of ~~they~~an ~~will~~Operating beLicense ~~entitled~~ to ~~liquidating distributions from~~ the ~~trust~~IMSR ~~account~~Plant ~~with~~project ~~respect to such Public Shares if we fail to complete our initial business combination within the allotted Completion Window~~developer.

~~Our~~In ~~Sponsor,~~addition ~~officers~~to ~~and directors~~its ~~have~~value ~~agreed,~~in ~~pursuant~~supporting tolicensing aefforts ~~written~~in ~~agreement~~North ~~with us~~America, ~~that~~our ~~they~~regulatory ~~will~~engagement ~~not~~with ~~propose~~the ~~any~~CNSC ~~amendment to our amended~~ and ~~restated~~USNRC ~~memorandum and~~is ~~articles~~also ofexpected ~~association (A)~~ to ~~modify~~inform ~~the~~future ~~substance~~licensing orapplications ~~timing of our obligation to allow redemption~~ in ~~connection~~other ~~with~~jurisdictions. ~~our~~The ~~initial business~~technical ~~combination~~materials, ormethodologies, toand ~~redeem~~regulatory ~~100%~~precedents ofdeveloped through our ~~Public~~VDR ~~Shares~~with ifthe weCNSC doand ~~not complete~~ our ~~initial~~pre-application interactions ~~business~~with ~~combination within~~ the ~~Completion Window~~USNRC orare ~~(B)~~intended ~~with respect~~ to ~~any~~form ~~other~~a ~~material~~core ~~provisions~~body ~~relating~~of tolicensing ~~shareholders’~~support ~~rights~~documentation orthat ~~pre-initial~~can ~~business~~be ~~combination activity,~~adapted infor ~~each~~use ~~case~~by ~~unless we provide~~ our ~~public~~Company, ~~shareholders~~as ~~with~~well ~~the~~as ~~opportunity~~owner/operators toin ~~redeem~~other ~~their~~national ~~Public~~regulatory ~~Shares~~contexts. ~~upon~~This ~~approval~~includes ofmarkets ~~any~~ such ~~amendment~~as atthe aUnited ~~per-share price~~Kingdom, ~~payable~~where ~~in cash, equal to~~ the ~~aggregate~~Memorandum ~~amount~~of ~~then~~Cooperation onsigned ~~deposit~~between in the ~~trust~~CNSC, ~~account~~USNRC, ~~including~~and ~~interest earned on~~ the ~~funds~~UK’s ~~held~~Office infor ~~the~~Nuclear ~~trust~~Regulation ~~account~~ (~~less taxes payable~~“ONR”), ~~divided~~facilitates bytrilateral ~~the~~information-sharing and ~~number~~collaborative review of ~~then~~advanced ~~outstanding~~reactor ~~Public Shares~~technologies. ~~The~~We ~~non-managing sponsor~~believe ~~investors~~this ~~are~~formal ~~not~~regulatory ~~required~~cooperation, toalong ~~(i)~~with ~~hold~~other ~~any~~multilateral ~~units~~initiatives, ~~Class~~will Aenable ~~Ordinary Shares or Public Warrants they may purchase in~~ the ~~Initial Public~~technical ~~Offering~~and orregulatory ~~thereafter~~basis for ~~any~~the ~~amount~~IMSR ofPlant ~~time,~~to ~~(ii)~~be ~~vote~~more ~~any~~efficiently ~~Class~~recognized Aby ~~Ordinary~~regulators ~~Shares~~beyond ~~they~~Canada ~~may~~and ~~own at~~ the ~~applicable~~United ~~time~~States, inenhancing ~~favor of~~the ~~our~~scalability ~~initial~~and ~~business~~international ~~combination~~deployment orpotential ~~(iii) refrain from exercising their right to redeem their Public Shares at the time~~ of our ~~initial business combination~~technology. ~~The~~Given ~~non-managing sponsor investors have~~ the ~~same~~USNRC’s ~~rights~~international toleadership ~~the funds held~~ in the ~~trust~~establishment ~~account~~of ~~with~~nuclear ~~respect~~regulatory tostandards, ~~the Class~~we Abelieve ~~Ordinary~~that ~~Shares~~design ~~underlying~~approval ~~the~~by ~~units they may have purchased in~~ the ~~Initial~~USNRC ~~Public~~will ~~Offering~~assist aswith ~~the rights afforded to~~ our ~~other public~~development ~~shareholders.~~and ~~However, if~~ the ~~non-managing~~market ~~Sponsor~~acceptance ~~investors purchase all~~ of ~~the~~a ~~units~~standard ~~for~~IMSR ~~which~~Plant ~~they~~design ~~have~~outside ~~expressed to us an interest in purchasing or otherwise hold a substantial number~~ of ~~our~~North ~~units~~America, ~~then~~reducing the ~~non-managing~~cost sponsor investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of ~~their~~subsequent ~~indirect~~regulatory ~~ownership~~review ofactivities ~~Class B Ordinary Shares as further discussed~~ in ~~this~~international ~~Report~~markets.

WeCoordinated ~~expect that all costs and expenses associated~~ with ~~implementing~~ our ~~plan~~CNSC ofVDR ~~dissolution~~engagement, aswe ~~well~~have asengaged ~~payments~~with tothe ~~any~~International ~~creditors,~~Atomic ~~will~~Energy beAgency ~~funded~~(“IAEA”) ~~from~~as ~~amounts remaining~~part ~~out~~ of ~~the~~our ~~approximately~~program ~~$1,000,000~~to ofensure ~~proceeds~~compliance ~~held~~with ~~outside~~international ~~the~~safeguards ~~trust account, although we cannot assure you that there will be sufficient funds~~ for ~~such purpose. However, if those funds are not sufficient to cover the costs~~ non-proliferation and ~~expenses~~security ~~associated~~of ~~with implementing~~nuclear ~~our~~materials. ~~plan~~We ofcontinue ~~dissolution,~~ to ~~the~~participate ~~extent that there is any interest accrued~~ in ~~the~~global ~~trust~~intergovernmental ~~account~~working ~~not~~groups ~~required to pay income taxes~~ on ~~interest~~Molten ~~income~~Salt ~~earned~~Reactor ~~on the trust account balance~~technologies, wesupporting ~~may~~our ~~request~~goal ~~the trustee~~ to ~~release~~establish tothe usIMSR anPlant ~~additional~~and ~~amount~~viable ofinternational ~~up to~~solution ~~$100,000~~in ofexport ~~such~~markets ~~accrued~~beyond ~~interest~~Canada toand ~~pay~~the ~~those~~United ~~costs and expenses~~States.

15Environmental, Health and Safety

IfThe weIMSR ~~were~~Plant topresents ~~expend~~known ~~all of the net proceeds of the Initial Public Offering~~ and ~~the~~novel ~~sale of the Private Placement Warrants~~safety, ~~other than the proceeds deposited in the trust account~~health, and ~~without~~environmental ~~taking~~risks ~~into~~with ~~account~~respect ~~interest,~~to ifits ~~any~~construction, ~~earned on the trust account~~operation, ~~the~~IMSR ~~per~~Core-~~share~~unit replacement, ~~redemption~~IMSR ~~amount~~spent ~~received by~~fuel ~~shareholders~~and ~~upon~~Core-unit storage, ~~our~~and ~~dissolution would be approximately $10~~decommissioning.~~05.~~ ~~The~~These ~~proceeds~~activities ~~deposited~~share inrisks ~~the~~common ~~trust account could, however, become subject~~ to ~~the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per~~energy-~~share~~related capital ~~redemption~~projects, ~~amount~~such ~~received~~as byconstruction ~~shareholders will not be substantially less than $10.05. While we intend to pay such amounts~~safety, ifindustrial ~~any~~hazards, weand ~~cannot~~material ~~assure~~handling ~~you that we will have funds sufficient to pay or provide for all creditors’ claims~~risks.

~~Although~~The weIMSR ~~will~~Plant ~~seek~~also topresents ~~have all~~unique ~~vendors,~~risks ~~service~~due ~~providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or~~ to ~~any~~its ~~monies~~nuclear ~~held~~fission inprocess ~~the~~and ~~trust~~innovative ~~account for the benefit of our public shareholders~~design, ~~there~~ isincluding ~~no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against~~ the ~~trust~~use ~~account including but not limited to fraudulent inducement, breach~~ of ~~fiduciary~~IMSR ~~responsibility~~Core-unit and orIMSR ~~other similar~~Fuel ~~claims,~~Salt. asWe ~~well~~believe asmany ~~claims challenging the enforceability~~ of ~~the~~these ~~waiver,~~risks inare ~~each~~mitigated ~~case~~by ~~in order to gain an advantage with respect to a claim against~~ our ~~assets,~~design ~~including~~of ~~the~~safety ~~funds~~systems ~~held~~for ~~in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account,~~ our ~~management~~IMSR ~~will~~Plant ~~consider whether competitive alternatives are reasonably available to us~~ and ~~will~~its ~~only~~high ~~enter~~inherent ~~into~~safety ~~an agreement with such third party if management believes that such third party’s engagement would be~~ in ~~the~~operation ~~best~~attributable ~~interests of the company under the circumstances. Examples of possible instances where we may engage a third party that refuses~~ to ~~execute~~our ause ~~waiver include the engagement~~ of aMSR ~~third~~technology ~~party~~and ~~consultant~~our ~~whose~~proprietary ~~particular~~design ~~expertise or skills are believed by management to be significantly superior to those~~ of ~~other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver~~MSR. By ~~Withum Smith+Brown~~design, ~~PC,~~during ~~our~~IMSR ~~independent~~operation ~~registered~~non-gaseous radioactive ~~public~~products ~~accounting firm,~~ and ~~the~~ ~~underwriters~~ by-products of the ~~Initial~~fission ~~Public~~process ~~Offering~~are ~~will~~contained ~~not execute agreements with us waiving such claims to the monies held~~ in the ~~trust account.~~sealed InIMSR ~~addition,~~Core-unit and ~~there~~immobilized ~~is no guarantee that such entities will agree to waive any claims they may have~~ in the ~~future~~IMSR asFuel aSalt ~~result of,~~via orstrong ~~arising~~ionic ~~out~~chemical ~~of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason~~bonding. InGaseous ~~order~~fission toproducts ~~protect~~are ~~the~~captured ~~amounts~~safety ~~held in the trust account, our Sponsor has agreed that it will be liable to us if and to the extent any claims~~ by a ~~third~~specifically ~~party~~designed ~~for~~“off-gas” ~~services~~system. ~~rendered~~The orIMSR ~~products~~Fuel ~~sold~~Salt tofrom useach ~~(except~~spent ~~for~~IMSR ~~the~~Core-unit is ~~Company’s~~partially ~~independent~~reused ~~auditors),~~in oreach areplacement ~~prospective target~~IMSR ~~business~~ Core-unit with ~~which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce~~ the ~~amount~~excess offuel ~~funds~~salt inremoved ~~the trust account to below the lesser of (i) $10.05 per public share~~ and ~~(ii)~~stored ~~the~~in ~~actual~~a ~~amount per~~spent ~~public~~fuel ~~share~~vault ~~held~~within in the ~~trust~~plant ~~account~~nuclear ascontainment ofuntil ~~the~~decommissioning ~~date~~ of the ~~liquidation~~IMSR ofPlant. ~~the trust account~~Furthermore, ifeach ~~less~~spent ~~than~~IMSR ~~$10.05~~Core-unit, ~~per~~emptied ~~share due to reductions in the value~~ of ~~the~~IMSR ~~trust~~Fuel ~~assets~~Salt, ~~less~~is ~~taxes~~removed ~~payable, provided that such liability will not apply~~ to ~~any claims by~~ a ~~third party~~separate ~~or prospective target business who executed a waiver of any~~ and ~~all~~secure ~~rights~~IMSR toCore-unit Storage ~~the~~Silo ~~monies~~within ~~held in~~ the ~~trust~~reactor ~~account~~building, ~~(whether~~where orit ~~not such waiver is enforceable) nor~~ will itremain ~~apply~~for ~~to any claims under our indemnity of~~ the ~~underwriters~~life of the ~~Initial~~plant. ~~Public~~As ~~Offering~~a ~~against certain~~result ~~liabilities,~~of ~~including~~the ~~liabilities~~IMSR ~~under~~Plant’s ~~the~~spent ~~Securities~~fuel ~~Act.~~management ~~However~~process, we ~~have~~do not ~~asked~~anticipate ~~our~~the ~~Sponsor~~plant torequires ~~reserve~~a ~~for~~separate ~~such~~licensed ~~indemnification obligations,~~facility ~~nor~~for ~~have~~the weinterim ~~independently~~storage ~~verified~~of ~~whether~~spent ~~our~~nuclear ~~Sponsor~~fuel ~~has~~required ~~sufficient~~by ~~funds~~some ~~to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities~~ of our ~~company~~competitors. ~~Therefore~~Nevertheless, weIMSR ~~cannot~~Plant ~~assure~~operations ~~you~~and ~~that~~the ~~our~~related ~~Sponsor~~supply ~~would~~chain beinherently ~~able~~involve ~~to satisfy those obligations. As a result, if any such claims were successfully made against~~ the ~~trust account~~use, ~~the funds available for our initial business combination and redemptions could be reduced to less than $10.05 per public share. In such event~~transportation, ~~we may not be able to complete our initial business combination,~~ and ~~you~~disposal ~~would receive such lesser amount per share in connection with any redemption~~ of ~~your~~ ~~Public Shares. None of our officers or directors will indemnify us for claims by third parties including~~toxic, ~~without~~hazardous ~~limitation, claims by vendors~~ and ~~prospective~~radioactive ~~target businesses~~materials.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.05 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.05 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.05 per share.21

16Table of Contents

WeThe ~~will~~risks ~~seek~~of ~~to reduce the possibility that~~ our ~~Sponsor~~IMSR ~~will~~Plant ~~have~~and toits ~~indemnify~~design ~~the~~features ~~trust~~for ~~account~~safe ~~due~~operation towere ~~claims~~the subject of ~~creditors~~the byCNSC’s ~~endeavoring~~formal toand ~~have~~programmatic ~~all~~VDR ~~vendors,~~process ~~service providers,~~from ~~prospective~~2016 ~~target~~to ~~businesses~~2023. orThe ~~other~~scope ~~entities~~of ~~with~~the ~~which~~VDR wecovered ~~do business execute agreements with us waiving any right~~design, ~~title, interest~~operation orand ~~claim~~decommissioning of ~~any kind in or to monies held in~~ the ~~trust~~IMSR ~~account~~Plant. ~~Our~~At ~~Sponsor will also not be liable as to any claims under our indemnity of~~ the ~~underwriters~~conclusion of the ~~Initial~~CNSC ~~Public~~VDR ~~Offering against certain liabilities~~process, ~~including liabilities under~~ the ~~Securities~~CNSC ~~Act. We~~stated ~~will~~that ~~have~~IMSR ~~access~~Plant todesign updemonstrated tocompliance ~~approximately~~with ~~$1,150,000~~Canadian ~~(or~~safety ~~$1,000,000~~codes ifand ~~the~~standards ~~overallotment~~and ~~option~~there iswere ~~exercised~~no in“fundamental ~~full)~~barriers” ~~from the proceeds of the Initial Public Offering with which~~ to ~~pay~~licensing. ~~any~~The ~~such~~CNSC ~~potential~~defines ~~claims~~a ~~(including~~fundamental ~~costs~~barrier ~~and~~as ~~expenses~~“a ~~incurred~~failure ~~in connection with our liquidation, currently estimated~~ to beaddress noknown ~~more~~issues ~~than~~of ~~approximately~~safety ~~$100,000).~~significance Inor the ~~event~~use ~~that~~of weunproven ~~liquidate~~engineering ~~and~~practices itfor isnew ~~subsequently~~or ~~determined that~~innovative ~~the~~design ~~reserve~~features ~~for~~(i.e., ~~claims~~not ~~and~~adequately ~~liabilities~~supported isby ~~insufficient~~analysis, ~~shareholders~~research ~~who~~and ~~received~~development, ~~funds~~or ~~from our trust account could be liable for claims made by creditors~~both)”.

IfWe weanticipate ~~file~~supplying athe ~~bankruptcy~~IMSR ~~or winding-up~~Plant ~~petition~~design orfor anconstruction, ~~involuntary~~the ~~bankruptcy~~IMSR ~~or winding~~Core-upunit and ~~petition~~IMSR isFuel ~~filed~~Salt ~~against~~as uswell ~~that~~as isO&M ~~not~~services. ~~dismissed,~~We ~~the~~expect ~~proceeds~~to ~~held~~have ~~in the~~contractual ~~trust~~provisions ~~account~~to ~~could~~limit beliability ~~subject~~ to ~~applicable~~breaches ~~bankruptcy~~in orcontracted ~~insolvency~~performance ~~law,~~of ~~and may be included in~~ our ~~bankruptcy~~IMSR ordesign, ~~insolvency~~components ~~estate~~ and ~~subject~~services. toAlthough ~~the~~we ~~claims~~will ofnot ~~third~~be ~~parties~~the ~~with~~owner ~~priority~~and ~~over~~operator ~~the claims~~ of ~~our~~an ~~shareholders.~~IMSR ~~To the extent any bankruptcy or insolvency claims deplete the trust account~~Plant, we ~~cannot~~believe ~~assure~~the ~~you~~risks wefrom ~~will~~incidents beduring ~~able~~the tooperation ~~return~~of ~~$10.05~~a ~~per~~licensing ~~share~~nuclear toplant ~~our~~are ~~public~~insurable ~~shareholders.~~and ~~Additionally, if~~furthermore wethey ~~file~~are aunderwritten ~~bankruptcy~~by orthe ~~winding~~Price-upAnderson Act, ~~petition~~which orgenerally anestablishes ~~involuntary~~a ~~bankruptcy or winding~~no-upfault insurance-type system ~~petition~~in iswhich ~~filed~~the ~~against~~first usapproximately ~~that~~$15 billion is ~~not~~industry-funded as ~~dismissed, any~~provided ~~distributions~~for ~~received by shareholders could be viewed~~ under ~~applicable~~such ~~debtor/creditor~~Act. ~~and/or~~See ~~bankruptcy or insolvency laws as either a~~ “~~preferential~~Risk ~~transfer”~~Factors — Risks orRelated ~~a “fraudulent conveyance, preference or disposition.” As a result, a liquidator or bankruptcy or insolvency court could seek~~ to ~~recover~~Our ~~some~~Business orand ~~all~~Industry — The ~~amounts~~IMSR ~~received~~Plant byinvolves ~~our shareholders. Furthermore~~toxic, ~~our~~hazardous ~~board of directors may be viewed as having breached its fiduciary duty to us or our creditors~~ and/or ~~may~~radioactive ~~have~~materials ~~acted in bad faith,~~ and ~~thereby~~could ~~exposing~~result ~~itself and~~in ~~our~~liability ~~company~~without toregard ~~claims of punitive damages, by paying public shareholders from the trust account prior~~ to ~~addressing~~fault ~~the~~or ~~claims of creditors~~negligence. ~~We cannot assure you that claims will not be brought against us for these reasons.~~”

Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our Public Shares if we do not complete our initial business combination within the Completion WindowResearch, ~~(ii)~~Development ~~in connection with a shareholder vote to amend our amended~~ and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination, subject to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the proposed business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.Testing

~~Competition~~Our reactor design process is supported by a comprehensive research and development (R&D) program that works collaboratively with our design teams to integrate rigorous nuclear systems testing, iterative design refinement, and regulatory safety analysis. Our R&D program, which was reviewed by the CNSC as part of its VDR of the IMSR Plant, spans critical technical areas including reactor materials’ qualification, neutronic and thermal-hydraulic systems’ design and testing, and plant instrumentation. Our rigorous computer code validation & verification program of major reactor systems, leveraging the availability of U.S. DOE funding, supports these efforts to verify our neutronics and thermal-hydraulics simulation models against experimental and reference data. We believe that this R&D integrated design process will reduce time-to-market, achieve regulatory compliance, and provide the technical foundation defining IMSR Plant performance.

In ~~identifying~~August 2025, ~~evaluating and selecting a target business for~~ our ~~initial~~“TETRA” ~~business~~proposal ~~combination,~~was weselected ~~encounter~~by ~~competition~~DOE ~~from~~Office ~~other~~of ~~entities~~Nuclear ~~having~~Energy afor ~~business~~its ~~objective similar~~Advanced toReactor ~~ours,~~Pilot ~~including~~Program ~~other~~for ~~SPACs,~~Accelerated ~~private equity groups and leveraged buyout funds~~Development, ~~public~~which ~~companies~~targets ~~and~~first ~~operating~~criticality ~~businesses~~by ~~seeking strategic~~July ~~acquisitions~~2026. ~~Many~~This ofprogram ~~these~~was ~~entities are well~~ established ~~and~~as ~~have~~part ~~extensive~~of ~~experience~~President ~~identifying~~Trump’s ~~and~~Executive ~~effecting~~Order ~~business~~14301 ~~combinations directly~~in orMay, ~~through~~creating ~~affiliates.~~a ~~Moreover,~~new ~~many~~DOE ofpathway ~~these~~to ~~competitors~~fast-track commercial ~~possess~~licensing ~~greater~~activities ~~financial,~~for ~~technical,~~small ~~human~~ and ~~other~~modular ~~resources~~nuclear ~~than us.~~plants ~~Our~~that ~~ability~~use toadvanced ~~acquire~~reactor ~~larger~~technologies, ~~target~~expediting ~~businesses~~their isbroad ~~limited by our available financial resources~~deployment. ~~This~~TETRA ~~inherent~~purpose ~~limitation~~and ~~gives~~scope ~~others an~~is ~~advantage~~part ~~in pursuing the acquisition~~ of ~~a target business. Furthermore,~~ our ~~obligation~~program to ~~pay~~prepare ~~cash~~for incommercial ~~connection~~licensing ~~with~~applications. ~~our~~These ~~Public~~applications ~~Shareholders who~~require ~~exercise~~that orneutronic ~~are~~reactor ~~forced~~models, toincluding ~~exercise~~our ~~their~~neutronic ~~redemption~~model ~~rights~~for ~~may reduce~~ the ~~resources~~IMSR ~~available~~are toverified uswith ~~for~~reference ~~our~~data ~~initial~~collected ~~business~~from ~~combination and~~a ~~our~~small ~~outstanding~~scale ~~Warrants,~~“pilot” reactor and ~~the~~in ~~future~~a ~~dilution~~manner ~~they~~compliant ~~potentially~~with ~~represent,~~NRC ~~may~~requirements ~~not~~for bea ~~viewed~~future ~~favorably~~commercial byoperating ~~certain~~license ~~target businesses~~application. ~~Either of these factors may place us at a competitive disadvantage.~~

17We believe our TETRA pilot reactor was selected as it was a direct product of our R&D integrated design process that since its creation in 2013 also integrates the licensing requirements for IMSR plant operation as well as the capabilities of our IMSR plant supply chain; the former has been deeply informed by our regulatory experiences with the CNSC and the USNRC. In addition, our TETRA pilot reactor’s target criticality-date benefits from our use of SALEU and the availability of its reactor fuel, as well as the DOE’s willingness to expedite TETRA’s licensed operation using its existing statutory authority, an alternative to the USNRC’s process.

~~Employees~~22

WeTable ~~currently have 2 executive officers. These individuals are not obligated to devote any specific number~~ of hours to our matters, but they devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they devote in any time period varies based on the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.Contents

~~Periodic~~Our ~~Reporting~~testing strategy involves relationships with laboratory facilities that possess the necessary quality assurance programs, technical capabilities, and ~~Financial~~qualified ~~Information~~personnel. We have cultivated these strategic relationships across a network of facilities spanning North America, Western Europe, and Australia. Our North American relationships include three U.S. national laboratories: Argonne National Laboratory (ANL), Idaho National Laboratory (INL) and Pacific Northwest National Laboratory (PNNL), alongside Canada’s Canadian Nuclear Laboratory (CNL). In Europe, we collaborate with the UK’s National Nuclear Laboratory (NNL), the European Union Joint Research Centre (JRC) including its NRG Pallas facility in the Netherlands. Our international reach extends to the Australian Nuclear Science and Technology Organisation (ANSTO). These relationships are complemented by targeted academic engagements, including with Virginia Polytechnic Institute and State University (Virginia Tech) and Université de Paris, which conduct fundamental research critical to IMSR technological advancement. We are collaborating with Texas A&M University, a leading nuclear engineering and technology university in the U.S., on a proposed IMSR Plant project at the RELLIS campus in Bryan, Texas. We have also integrated specialized private sector expertise through partnerships with KSB in Germany for pump technology and Heat Transfer Research, Inc. (HTRI) in the U.S. for heat exchanger and thermohydraulic test loop design. These R&D and testing relationships provide or have provided contracted R&D and testing services with defined scopes of work to us as part of our normal course business activities to develop the IMSR Plant design to license, construct and commercial operation at fleet scale. Grant awards from the U.S. DOE, Canadian Federal Government, and UK Government have assisted us with our testing and development activities with these diverse organizations.

WeEach ~~have~~of ~~registered~~our R&D and testing counterparties must be “accredited” and comply with our ~~Units, Public~~Quality ~~Shares~~Assurance program required for regulatory compliance before the start of R&D and ~~Public~~testing ~~Warrants~~activities. These “accredited” and collaborative R&D and testing relationships under ~~the~~agreed ~~Exchange~~scopes ~~Act~~of work intend to demonstrate safe operation of IMSR systems and ~~have~~components, ~~reporting~~a ~~obligations~~process referred to as “verification & validation” and “qualification.” In parallel, ~~including~~our R&D relationships have supported critical graphite irradiation tests conducted at the ~~requirement~~High Flux Reactor in Petten, Netherlands. The first phase of this program has yielded a substantial volume of essential data that wedemonstrate ~~file~~the ~~annual~~performance of our preferred graphite grades at high temperatures under irradiation. R&D activities also encompass testing, ~~quarterly~~ optimization, and ~~current~~scale-up of ~~reports~~ANSTO’s ~~with~~liquid fuel stabilization and encapsulation “Synroc®” technology. Synroc is recognized in the ~~SEC~~nuclear industry as an alternative to vitrification for the management of waste nuclear material. InWe ~~accordance~~believe our activities with ANSTO have demonstrated Synroc® to be a robust and safe solution for the ~~requirements~~management of spent IMSR Fuel Salt and its long-term storage. Parallel advancements have been achieved in the ~~Exchange~~design ~~Act,~~of ~~our~~neutronics ~~annual~~and ~~reports~~thermalhydraulic test rigs, and the design of key nuclear components — including ~~this Report,~~primary ~~contain~~pumps ~~financial~~and ~~statement~~primary ~~audited~~heat exchangers in the IMSR Core-unit. These efforts build upon our design expertise in IMSR technology that commenced in 2013 and ~~reported~~are oncomplemented by ~~Withum,~~ our ~~independent~~understanding ~~registered~~of ~~public~~regulatory ~~accountant~~requirements to demonstrate validation & verification and qualification.

WeIMSR will provide shareholders with audited financial statement of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statement will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statement may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statement in time for us to disclose such statement in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure our shareholders that any particular target business identified by us as a potential business combination candidate will have financial statement prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statement in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.Technology

WeThe ~~have~~IMSR ~~evaluated~~is ~~our~~a ~~internal control~~design ~~procedures~~of ~~for~~MSR that operates in the ~~fiscal~~thermal ~~year~~neutron ~~ending~~spectrum ~~December~~achieved ~~31,~~by ~~2024,~~a asgraphite ~~required~~moderator bywith a fluoride salt eutectic operating as the ~~Sarbanes-Oxley~~reactor’s ~~Act~~nuclear fuel and its primary coolant. ~~Only~~A inMSR ~~the~~is ~~event~~defined weby ~~are~~its ~~deemed to~~use beof a ~~large~~molten ~~accelerated~~salt — a ~~filer~~fluid orwith anhigh ~~accelerated~~thermal ~~filer,~~stability that acts as both the reactor fuel and noprimary ~~longer~~coolant — operating ~~qualify~~in asa anlow-pressure cooling ~~emerging~~system. ~~growth~~As ~~company~~such, ~~will~~this weis bea ~~required~~major todeparture ~~have our~~from ~~internal~~legacy ~~control~~nuclear ~~procedures~~technology, ~~audited.~~which Ais ~~target~~characterized ~~business~~by ~~may~~solid ~~not~~fuel becooled inwith ~~compliance~~high-temperature water, ~~with~~a ~~the~~thermally ~~provisions~~unstable offluid, ~~the~~which ~~Sarbanes-Oxley~~necessitates ~~Act~~a ~~regarding adequacy~~highly ofpressurized ~~their~~active ~~internal~~cooling ~~controls~~system and almost universally by forced coolant flow from pump action. ~~The~~We ~~development~~believe ofthat ~~the~~these ~~internal~~and ~~controls~~other ofclear ~~any~~and ~~such~~distinct ~~entity~~operational todifferences ~~achieve~~articulated ~~compliance~~in ~~with~~this ~~the~~document ~~Sarbanes-Oxley Act~~offer ~~may~~considerable ~~increase~~potential for the ~~time~~IMSR Plant to improve safety, economic efficiency, flexibility, and ~~costs~~overall ~~necessary~~commercial value compared to ~~complete~~nuclear ~~any~~plants ~~such~~built ~~business~~with ~~combination~~legacy nuclear technology and other Gen IV technologies.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law that is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.23

WeTable ~~are an “emerging growth company,” as defined in Section 2(a)~~ of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.Contents

18We believe that our IMSR Plant can achieve a competitive position in commercial markets due to the distinct characteristics of MSR technology and our application of it within the IMSR Plant design. Our IMSR Plant has the following operating characteristics that we believe may be fundamental to addressing certain economic challenges associated with legacy and other Gen IV nuclear technologies, such as high-temperature gas reactors (HTR) and sodium fast reactors (SFR). While high-temperature and low-pressure operation with high inherent safety is characteristic of MSR technology, our IMSR Plant collectively expresses the five characteristics of a small and modular nuclear plant that we believe are essential for commercial success. These five characteristics differentiate the IMSR Plant from nuclear plant using legacy technology as well as other Gen IV nuclear technologies. Additionally, as discussed previously, our IMSR Plant uses readily obtained SALEU fuel instead of HALEU. Figure 4 below sets out the connection between these characteristics and the levelized cost of electricity.

InFigure ~~addition,~~4: ~~Section~~Waterfall ~~107~~chart of ~~the~~ ~~JOBS~~LCOE ~~Act~~(USD ~~also~~per ~~provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a~~MWh)~~(2)(B)~~ ofand ~~the~~IMSR ~~Securities~~operating Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.characteristics

WeHigh-temperature operation. The ~~will~~IMSR ~~remain~~Core-unit operates anat ~~emerging growth~~~700 ~~company~~°C, ~~until~~which facilitates the ~~earlier~~IMSR ofPlant’s ~~(1)~~thermal ~~the~~energy ~~last~~supply ~~day~~temperature offor ~~the~~commercial ~~fiscal~~use ~~year~~of (585 °C. As a) ~~following~~result ~~November~~of ~~24,~~this ~~2028,~~high-temperature reactor ~~(b)~~operation inand ~~which~~energy supply, we have ~~total~~calculated ~~annual gross~~the ~~revenue~~IMSR ofPlant’s atsteam ~~least~~turbines ~~$1.235~~to ~~billion,~~be orapproximately 44% (cnet) inthermal ~~which~~efficiency wefor ~~are~~electricity ~~deemed~~generation, tosubstantially behigher athan ~~large~~the ~~accelerated~~approximately ~~filer,~~30% ~~which~~(net) ~~means~~efficiency ~~the~~typical ~~market value~~ of ~~our~~steam ~~Class~~turbines Adriven ~~Ordinary~~by ~~Shares~~a ~~that~~SMR ~~are~~using ~~held~~legacy bynuclear ~~non-affiliates~~technology. ~~exceeds~~Holding ~~$700~~all ~~million~~other asvariables ofconstant, ~~the~~we ~~prior~~have ~~June~~calculated ~~30th,~~that ~~and~~this ~~(2)~~increased ~~the date~~thermal onefficiency ~~which~~will welead ~~have~~to ~~issued~~a ~~more~~proportionally ~~than~~lower ~~$1.0~~(~32% ~~billion~~reduction) in ~~non-convertible~~the ~~debt~~levelized ~~securities~~cost ~~during~~of ~~the~~electricity ~~prior three-year period~~supplied.

~~Additionally,~~Low-pressure operation. Unlike welegacy ~~are~~nuclear atechnology ~~“smaller reporting~~and ~~company”~~some asGen IV ~~defined~~nuclear intechnologies, ~~Item~~which ~~10(f)(1)~~require ofa ~~Regulation~~primary ~~S-K.~~cooling ~~Smaller~~system ~~reporting~~pressurized ~~companies may take advantage of certain reduced disclosure obligations~~to 60-170 atmospheres, ~~including,~~the ~~among~~IMSR’s ~~other~~primary ~~things,~~cooling ~~providing~~system ~~only~~operates ~~two~~at ~~years~~near ofatmospheric ~~audited financial statement~~pressure. We ~~will~~believe ~~remain~~that as a ~~smaller reporting~~result ~~company~~of ~~until~~avoiding the ~~last~~regulatory ~~day~~safety ofrequirements ~~the~~and ~~fiscal~~engineering ~~year~~complexity ~~in which (i) the market value~~ of ~~our Ordinary Shares held by non~~high-~~affiliates~~pressure operation, ~~exceeds $250~~the ~~million~~IMSR asmay ofallow ~~the~~for ~~prior~~simplified ~~June~~containment ~~30th,~~ and ~~(ii)~~systems, ~~our~~which ~~annual~~has ~~revenues exceed $100 million during such completed fiscal year or~~ the ~~market value~~potential ofto ~~our~~reduce ~~Ordinary~~manufacturing, ~~Shares~~construction ~~held~~complexity byand ~~non-affiliates~~cost ~~exceeds~~in ~~$700~~U.S., ~~million~~North asAmerican ofand ~~the~~other ~~prior June 30~~markets.

~~Item~~Inherent 1Asafety in operation. The ~~Risk~~IMSR’s ~~Factors~~use of a thermally stable coolant, which is also the nuclear fuel, has inherent performance characteristics that we believe to be advantageous. For example: (i) low-pressure reactor operation enabled by the use of a thermally stable coolant avoids the hazards of high-pressure reactor operation; (ii) the IMSR Fuel Salt dissipates fission heat through a process of convective fluid flow of the fuel, which is not an inherent operating attribute of legacy nuclear technology, this uses a solid fuel; (iii) our primary means of reactor power control is inherent and facilitated by the IMSR’s strong negative temperature-of-reactivity, rather than with active mechanisms such as mechanical control rods; and, finally (iv) many of the radioactive products and by-products of the IMSR’s nuclear fission process are captured and contained by the IMSR Fuel Salt via strong ionic chemical bonding. These mechanisms, which are highly relevant to IMSR safety, are inherent properties of our reactor’s systems and distinct from the mechanisms of reactor safety used in plants built with legacy and many Gen IV nuclear technologies, which typically involve engineered active safety systems. We believe that economic advantage can be gained from inherent safety.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, the following is a partial list of material risks, uncertainties and other factors that could have a material effect on us and our operations:24

●Table Weof ~~are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.~~Contents

●IMSR Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our Class B Ordinary Shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.innovation

●The ~~Your~~technological ~~only~~centerpiece ~~opportunity~~of tothe ~~effect~~IMSR ~~your~~Plant ~~investment~~is ~~decision~~its ~~regarding~~proprietary IMSR Core-unit. This is a ~~potential~~sealed, ~~business~~replaceable ~~combination~~reactor ~~may~~vessel bethat ~~limited~~encapsulates toall primary reactor systems. Each Core-unit contains the ~~exercise~~IMSR ofFuel ~~your~~Salt, ~~right~~graphite tomoderator, ~~redeem~~primary ~~your~~heat ~~shares~~exchangers, ~~from~~primary uspumps, ~~for~~and ~~cash~~other systems.

● The ~~inability~~IMSR Core-unit leverages MSR technology first developed over many decades, starting in 1950s and 1960s, by the U.S. Department of ~~our~~Energy’s ~~shareholders~~Oak Ridge National Laboratory (“ORNL”), resulting in the benchmark Molten Salt Reactor Experiment (“MSRE”), a prototype MSR that operated successfully for over 13,000 hours. Subsequent innovations to ~~vote~~the orMSRE ~~redeem~~include ~~their~~the ~~shares~~Denatured Molten Salt Reactor (“DMSR”) design in ~~connection~~1980 ~~with~~and ~~our~~the ~~extensions~~Sm-AHTR high-temperature reactor in 2010. These later designs introduced important advancements such as a once-through fuel cycles using SALEU and cartridge-based core architecture, further enhancing safety and proliferation resistance.

●A ~~Our~~key ~~Sponsor~~challenge ~~will~~to ~~control~~early ~~the~~MSR ~~appointment~~commercialization ofefforts ~~our~~was ~~board~~limited lifetime of ~~directors~~components ~~until~~in ~~consummation~~the ofreactor ~~our~~core, ~~initial~~which ~~business~~is ~~combination~~exacerbated ~~and~~at ~~will~~the ~~hold~~reactor apower ~~substantial~~densities ~~interest~~required infor ~~us.~~a Ascommercial areactor. ~~result,~~Such ithigh-power densities ~~will~~significantly ~~appoint~~reduce ~~all~~the lifetime of ~~our~~components ~~directors~~and ~~prior~~particularly to the ~~consummation~~graphite ofmoderator, ~~our~~requiring ~~initial~~periodic ~~business~~replacement; ~~combination~~this ~~and~~has ~~may~~the ~~exert~~potential ato ~~substantial~~create ~~influence~~significant onmaintenance ~~actions~~challenges ~~requiring~~that amust ~~shareholder~~be ~~vote,~~overcome ~~potentially~~for inindustrial ause ~~manner~~of ~~that~~MSR ~~you do not support~~technology.

●We Ifbelieve weour ~~seek~~proprietary ~~shareholder~~innovation — the ~~approval~~IMSR Core-unit — addresses this maintenance challenge. The IMSR Core-unit innovation is the integration of ~~our~~the ~~initial~~primary ~~business~~reactor ~~combination~~components (the graphite moderator, ~~our~~primary ~~Initial~~pumps, ~~Shareholders~~primary heat exchangers, and ~~management~~other ~~team~~components) ~~have~~into ~~agreed~~a tosealed ~~vote~~and inreplaceable ~~favor~~reactor ofvessel; ~~such~~see ~~initial~~Figure ~~business~~5. ~~combination,~~During ~~regardless~~operating ofeach ~~how~~IMSR ~~our~~Core-unit is ~~public~~housed ~~shareholders~~its ~~vote~~Operating Silo and after use a Storage Silo.

●This ~~The~~replaceable ~~ability~~IMSR ofCore-unit is ~~our~~designed ~~public~~to ~~shareholders~~mitigate tothe ~~redeem~~limited ~~their~~lifetimes ~~shares~~of ~~for~~reactor ~~cash~~components ~~may~~with ~~make~~a ~~our~~“plug-and-play” ~~financial~~component ~~condition~~replacement ~~unattractive~~process tothat ~~potential~~operates ~~business~~every ~~combination~~seven years ~~targets,~~and ~~which~~involves ~~may~~the ~~make~~installation itof ~~difficult~~a ~~for~~replacement usIMSR Core-unit. We expect the IMSR Core-unit innovation to ~~enter~~streamline ~~into~~maintenance, asupport ~~business~~operational ~~combination~~efficiency, ~~with~~and aconfer ~~target~~potential safety benefits.

1925

●Table ~~The ability~~ of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.Contents

●Figure ~~The~~5: ~~requirement~~Illustrative ~~that~~rendering weof ~~complete our initial business combination within~~ the ~~Completion~~IMSR ~~Window~~Core-unit innovation ~~may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which~~ to ~~conduct~~facilitate ~~due~~efficient ~~diligence~~MSR onmaintenance. ~~potential~~Actual ~~business combination targets~~Core-units design, incharacteristics ~~particular~~and asappearance wemay ~~approach~~vary ~~our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders~~materially.

●The IfIMSR weCore-unit is ~~seek~~designed ~~shareholder~~to ~~approval~~be offabricated ~~our~~in ~~initial~~a ~~business~~quality-controlled factory-based manufacturing ~~combination,~~environment ~~our~~and ~~Sponsor,~~transported ~~Initial~~to ~~Shareholders,~~IMSR ~~directors~~Plant site for installation in its standardized operating silo. At the end of each seven-year cycle, ~~officers~~the now-spent IMSR Core-unit is replaced with a new one. IMSR Fuel Salt from each spent IMSR Core-unit is partially reused in the subsequent IMSR Core-unit and ~~their~~the ~~affiliates~~remainder ~~may~~is ~~elect~~removed toand ~~purchase~~stored ~~shares~~in ora ~~Public~~spent ~~Warrants~~fuel ~~from~~vault ~~public~~inside ~~shareholders~~the plant’s nuclear containment structure until decommissioning of the IMSR Plant. Each spent IMSR Core-unit, ~~which~~emptied ~~may~~of ~~influence~~IMSR aFuel ~~vote~~Salt, onis astored ~~proposed~~in ~~business~~a ~~combination~~separate and ~~reduce~~secure IMSR Core-unit Storage Silo within the ~~public~~Nuclear ~~“float”~~Facility, ofwhere ~~our~~it ~~Class~~will Aremain ~~Ordinary~~until ~~Shares~~decommissioning orof ~~Public~~the ~~Warrants~~IMSR Plant.

●As If a ~~shareholder~~result ~~fails~~of tothe ~~receive~~IMSR ~~notice~~Plant’s ofdistinct ~~our~~operating characteristics, we believe that it will offer toimproved ~~redeem~~affordability ~~our~~and ~~Public~~cost-competitiveness of ~~Shares~~nuclear inenergy ~~connection~~supply relative to new nuclear plants built with ~~our~~legacy ~~initial~~and ~~business~~other ~~combination~~Gen IV nuclear technologies, orand ~~fails~~in todoing ~~comply~~so, ~~with~~address the ~~procedures~~economic ~~for~~obstacles ~~submitting~~to orthe ~~tendering~~deployment ~~its~~of ~~shares,~~new ~~such~~nuclear ~~shares~~plant ~~may~~and ~~not~~the beexpansion ~~redeemed~~of nuclear supply to meet demand.

●Intellectual Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.property

●The ~~You~~MSR ~~will~~was ~~not~~invented ~~have~~in ~~any~~the ~~rights~~1950’s orand ~~interests~~its key innovation — the nuclear fuel and coolant combined into single molten salt eutectic — was successfully demonstrated by a graphite moderated thermal spectrum MSR in ~~funds~~the ~~from~~1960s at the ~~trust~~U.S. ~~account,~~Department ~~except~~of ~~under~~Energy’s ~~certain~~Oak ~~limited~~Ridge ~~circumstances~~National Laboratory and subsequently improved upon. ~~Therefore~~However, the long-standing design challenge to ~~liquidate~~commercialization ~~your~~of ~~investment,~~a ~~you~~graphite ~~may~~moderated bethermal ~~forced~~spectrum toMSR ~~sell~~remained ~~your~~graphite’s ~~Public~~limited ~~Shares~~lifetime orin ~~warrants,~~the ~~potentially~~reactor core operating at athe ~~loss~~high-power densities of commercial power reactor, and the high complexity and challenging safety requirements of maintenance protocols for its replacement along with other primary reactor components during plant operation.

●The ~~Nasdaq~~Company’s ~~may~~key ~~delist~~MSR ~~our~~innovation, ~~securities~~which ~~from~~solves ~~trading~~for onthis ~~its~~maintenance ~~exchange~~challenge, ~~which~~is ~~could~~the ~~limit~~IMSR ~~investors’~~Core-unit. ~~ability~~This tocomponent ~~make~~integrates ~~transactions~~the inprimary ~~our~~reactor ~~securities~~systems (for example the reactor vessel, graphite moderator, primary molten salt pumps and ~~subject~~primary usheat toexchangers) ~~additional~~into ~~trading~~a ~~restrictions~~swappable and replaceable reactor module. We believe the swappable and replaceable IMSR Core-unit design addresses not only the limited lifetimes of all primary reactor system components, include the graphite moderator, but does so with a simpler and safer maintenance protocol and enables the high reactor power density and high plant capacity factors necessary for capital efficiency and successful commercial use.

●Our ~~The~~intellectual ~~nominal~~property ~~purchase~~strategy ~~price~~is ~~paid~~designed byto ~~our~~establish ~~Sponsor~~and ~~for~~maintain ~~the~~a ~~Class~~defensible Bportfolio ~~Ordinary~~of ~~Shares~~patents, ~~may~~trademarks, ~~result~~trade insecrets, ~~significant~~and ~~dilution~~proprietary know-how related to the ~~implied~~IMSR ~~value~~Plant ofand ~~your~~its ~~Public~~key ~~Shares~~systems ~~upon~~and components, including the ~~consummation~~IMSR ofCore-unit. This strategy is designed to safeguard our ~~initial~~technological leadership and support our business ~~combination~~objectives. We seek to protect key innovations through targeted patent filings in jurisdictions primary to our business and regulatory strategy, including the United States, Canada, the European Union, China, and Japan. Our IP protections cover the IMSR Core-unit innovation.

●We ~~The~~currently ~~value~~have ofapproximately ~~the~~90 ~~Class~~patents Bgranted ~~Ordinary~~or ~~Shares~~pending ~~following~~across ~~completion~~six invention families, of ~~our~~which ~~initial~~approximately ~~business~~84 ~~combination~~are isgranted, ~~likely~~5 topending, beand ~~substantially~~8 ~~higher~~are ~~than~~Patent ~~the~~Cooperation ~~nominal~~Treaty ~~price~~applications. ~~paid~~These ~~for~~patents ~~them,~~include ~~even~~both ifbroad ~~the~~and ~~trading~~narrow ~~price~~claims ofthat ~~our~~collectively ~~ordinary~~create atsignificant ~~such~~barriers ~~time~~to isentry ~~substantially~~around ~~less~~the ~~than~~IMSR ~~$10.00~~technology, ~~per~~which ~~share~~may discourage or prevent replication of our technology by competitors.

●Our ~~You~~patented ~~will~~technology ~~not~~is bedistinct ~~entitled~~from MSR technology in the public domain. While we have built on public domain MSR research, other developers are employing public domain MSR technology in different ways, creating different MSR designs. During the tenor of our patents, we believe that these developers will have to ~~protections~~find ~~normally~~alternative ~~afforded~~solutions to ~~investors~~the operational maintenance challenges from limited materials’ lifetimes of ~~many~~MSRs ~~other~~that ~~blank~~our ~~check~~IMSR ~~companies~~addresses in the jurisdictions where we benefit from that patent protection. We are not presently aware of infringing technologies.

● Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.26

●Table ~~If the net proceeds~~ of the Initial Public Offering and the sale of the Private Placement Warrants not being held in the trust account are insufficient to allow us to operate for at least the duration of the Completion Window, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our Sponsor, its affiliates or our management team to fund our search and to complete our initial business combination.Contents

20Accordingly, our IMSR technology is proprietary and not available for public use, and we will license it in the course of our operations to the extent commercially necessary to owners and operators of IMSR Plants. We do not license our IMSR technology from third parties; it is our proprietary design.

●Our ~~Past~~patent ~~performance~~families bycover ~~our~~innovations ~~management~~such ~~team,~~as: ~~our~~the ~~advisors~~IMSR ~~and~~Core-unit with ~~their~~multiple ~~respective~~independent ~~affiliates,~~heat ~~including~~exchangers ~~investments~~for redundancy and ~~transactions~~safety in ~~which~~operation; ~~they~~neutron ~~have~~fluence ~~participated~~control; pneumatic motor assemblies; a nuclear core design; thermal storage; and ~~businesses~~method ~~with~~patents. ~~which~~U.S. ~~they~~Patents ~~have~~and ~~been~~descriptions ~~associated~~in these extended families are (i) Integral molten salt reactor (US 10056160), ~~may~~(ii) Pneumatic ~~not~~Motor beAssembly, ~~indicative~~Flow ofInduction ~~future~~System ~~performance~~Using Same And Method Of Operating A Pneumatic Motor Assembly (US 2018/0258829), (iii) Molten salt nuclear reactor (US 2014/0023172), (iv) Cooling system for nuclear reactor (US 2022/0375635), (v) Power Plant system (US 11756696), (vi) Molten Salt Nuclear Reactor (US 11,200,991). Filing dates of anpatents ~~investment~~granted or in the ~~company~~process of prosecution range from 2013 to 2023, with and the correlative expiry dates are accordingly 2033 to 2043.

●We ~~Unlike~~also ~~some~~generally ~~other~~maintain ~~similarly~~trade ~~structured~~secrets ~~special~~for ~~purpose~~design ~~acquisition~~and ~~companies,~~engineering ~~our~~elements ~~Initial~~where ~~Shareholders~~disclosure ~~will~~is ~~receive~~not ~~additional~~commercially ~~Class~~advantageous Aand ~~Ordinary~~regularly ~~Shares~~evaluate ifthis webalance. ~~issue~~The ~~certain~~trademark ~~shares~~“IMSR” tois ~~consummate~~registered in Canada and the UK and used as an ~~initial~~unregistered ~~business~~mark ~~combination~~in the United States.

●Commercialization ~~We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.~~Pathway

●In Toresponse ~~mitigate the risk that we might be deemed~~ to beevolving anmarket ~~investment~~demand ~~company~~ for ~~purposes~~our ofIMSR ~~the Investment Company Act~~Plant, ~~which risk increases the longer that~~ we ~~hold~~have ~~investments~~a inpipeline ~~the trust account, we may, at any time (based on our management team’s ongoing assessment~~ of ~~all~~over ~~factors~~ten ~~related~~early-stage IMSR toPlant ~~our~~projects ~~potential~~each ~~status~~at ~~under~~an ~~the~~identified ~~Investment~~site. ~~Company~~We ~~Act),~~play ~~instruct~~an ~~the~~active ~~trustee~~role toin ~~liquidate~~ the ~~investments~~establishment ~~held~~of ineach ~~the~~project ~~trust account~~ and ~~instead~~its tomember ~~hold~~consortium. ~~the~~An ~~funds~~IMSR inPlant ~~the~~project ~~trust~~is ~~account~~established inwith ~~cash or in~~ an ~~interest~~initial ~~bearing~~consortium ~~demand deposit account at a bank until the earlier~~ of ~~the~~members, ~~consummation~~and ofeach ~~our~~includes ~~initial~~one ~~business combination~~ or ~~our~~more ~~liquidation.~~of ~~Nevertheless~~off-takers, wesite ~~may~~owners, benuclear ~~considered~~plant tooperators, ~~be operating as an investment company~~ and ifsuppliers weexpressing ~~are~~interest ~~deemed~~in asthe ~~such~~project ~~compliance~~ with ~~additional~~MOU ~~regulatory burdens would require additional expenses for which we have not allotted funds~~ and ~~would~~LOI. Our ~~severely~~portfolio ~~hinder~~of ~~our~~early-stage projects ~~ability~~covers ~~to compete~~ a ~~business~~range ~~combination. As a result, following the liquidation~~ of ~~investments~~industrial insectors ~~the~~such ~~trust~~as ~~account~~mining, wechemical ~~would~~and ~~likely~~petrochemical ~~receive~~production, ~~less~~data ~~interest on the funds held in the trust account~~centers, ~~which~~and ~~would~~grid ~~likely~~power ~~reduce the dollar amount our public shareholders would receive upon any redemption or liquidation;~~provision.

●Our Ifnear-term project ~~our~~milestones ~~initial~~include ~~business~~the ~~combination~~completion ~~involves~~of asite ~~company~~characterization ~~organized~~work, ~~under~~which is the ~~laws~~antecedent ofto the ~~United~~project’s ~~States~~submission ~~(or~~of ~~any~~a ~~subdivision~~USNRC ~~thereof),~~Construction aPermit Uapplication.S. ~~federal~~We ~~excise~~establish ~~tax~~a ~~could~~project’s beinitial ~~imposed~~consortium onby usdrawing from our portfolio of over 50 collaborative industry relationships, where each such relationship has expressed an interest in ~~connection~~our ~~with~~IMSR ~~any~~Plant ~~redemptions~~and has undertaken investigations and due diligence. We expect these collaborative industry relationships to support the growth of our ~~Class~~project Apipeline ~~Ordinary~~with ~~Shares~~additional ~~after~~IMSR orPlant inprojects. ~~connection~~Illustrating this approach to IMSR Plant project development from the formation of its initial consortium, we have announced developments with consortia members and projects over the last 12 months with industrials, suppliers, research partners, and site owners, such ~~initial~~with ~~business~~Schneider ~~combination~~Electric, Zachry Group, Viaro Energy, Energy Solutions, Texas A&M University and most recently Ameresco. To illustrate further, our Texas A&M project consortium consists of an EPC, a nuclear utility, the site owner, a nuclear fuel supply, and other suppliers.

●Our IfTexas weA&M ~~are~~project ~~deemed~~is a collaboration with Texas A&M University, a leading nuclear engineering and technology university in the U.S., to beconstruct and operate a commercial IMSR Plant at its RELLIS campus in Bryan, Texas, as well as undertake IMSR system R&D testing activities employing the expert resources of the university’s engineering facility. The IMSR Plant project at the RELLIS campus site with an ~~investment~~attendant ~~company~~consortium ~~under~~was proposed by Terrestrial Energy following Texas A&M University’s competitive RFP process in the ~~Investment~~third ~~Company~~quarter ~~Act~~of 2024. Terrestrial Energy was one of four companies selected by Texas A&M in the fourth quarter of 2024 to collaborate with Texas A&M on SMR projects at the RELLIS campus site. Terrestrial Energy and its project consortium partners intend to pursue licensing, weconstruction, ~~may~~and beoperation ~~required~~of the IMSR Plant at the RELLIS campus site, subject to ~~institute~~regulatory ~~burdensome~~approvals ~~compliance~~and ~~requirements~~financing. This plant is intended to supply clean, firm power to the campus and to the ERCOT grid. Our collaboration with Texas A&M University has the potential to accelerate our ~~activities~~business ~~may~~plans beand ~~restricted~~aligns with recent policy statements supporting commercialization of advanced nuclear technologies by the Trump Administration, ~~which~~and ~~may~~U.S. Federal ~~make~~and Texas state governments. As noted above, on August 12, 2025, the Company announced that it ~~difficult~~had been selected for usthe DOE’s Advanced Reactor Pilot Program, which we believe represents a significant milestone in Terrestrial Energy’s commercialization pathway, leveraging the program’s fast-track approach to ~~complete~~advance ~~our~~the ~~initial~~licensing ~~business~~and ~~combination~~deployment of the Company’s proprietary IMSR technology.

● Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.27

●Table ~~Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the continued effects~~ of ~~the coronavirus (COVID-19) pandemic and the status of debt and equity markets, as well as protectionist legislation in our target markets.~~Contents

●Government ~~Our~~support ~~search for an initial business combination,~~ and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflict in the Middle East and Southwest Asia.financing

●The WeIMSR ~~may~~Plant ~~reincorporate~~development has benefitted from multiple grant awards totaling approximately $30 million in ornon-dilutive funding ~~transfer~~support byfrom ~~way~~the governments of ~~continuation~~the toUnited States, ~~another~~Canada, ~~jurisdiction~~and ~~which~~the ~~may~~United ~~result~~Kingdom infor ~~taxes~~licensing, ~~imposed~~engineering, onand ~~shareholders~~fuel orsupply ~~warrant holders~~activities.

●The ~~Our~~U.S. Department ~~initial~~of ~~business~~Energy’s ~~combination~~Loan ~~and~~Programs ~~our~~Office ~~structure~~(“LPO”) ~~thereafter~~has ~~may~~accepted ~~not~~a beloan ~~tax-efficient~~guarantee application for up to ~~our~~$890 million ~~shareholders~~to ~~and~~support ~~warrant~~project ~~holders~~financing of an IMSR Plant in the United States. AsThe application included a ~~result~~project ofplan ~~our~~and ~~business~~supporting ~~combination~~technical, ~~our~~regulatory, ~~tax~~and ~~obligations~~financial ~~may~~materials, bein ~~more~~accordance ~~complex~~with the LPO’s review requirements. As of the date of this filing, ~~burdensome~~our ~~and/or~~application ~~uncertain~~is under review with the LPO.

~~For~~If ~~additional~~approved, ~~risks~~the ~~relating to~~loan ~~our~~guarantee ~~operations,~~may ~~other~~help ~~than~~reduce asproject ~~set~~financing ~~forth above~~risk, ~~see~~enhance ~~the~~investor ~~section~~confidence, ~~titled~~and ~~“Risk~~improve ~~Factors”~~project ~~contained in our IPO Registration Statement~~viability. ~~Any~~However, acceptance of ~~these~~an ~~factors~~application ~~could~~does ~~result~~not inimply aregulatory ~~significant~~approval or ~~material~~project ~~adverse~~endorsement. ~~effect~~Furthermore, onno ~~our~~assurance ~~results~~can ofbe ~~operations~~given ~~or financial condition. Additional risks could arise~~ that ~~may~~such ~~also~~funding ~~affect~~will ~~our~~be ~~business~~approved or ~~ability to consummate an initial business combination~~disbursed. ~~We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.~~

21Competition

~~Item~~Our 1Bcompetitors are other electricity and thermal generation technologies, including those used for traditional baseload electricity and industrial thermal power production. ~~Unresolved~~They ~~Staff~~include ~~Comments~~fossil fuels, renewables such as hydroelectric, wind and solar with storage, and other nuclear technologies. We believe our competitive strengths differentiate us from our competition.

~~Not~~Traditional ~~applicable~~Baseload. According to the U.S. Energy Information Agency’s (“EIA”) International Energy Outlook, approximately 83% of global primary energy demand (and approximately 66% of global electricity generation) was forecasted to be met by coal, natural gas, petroleum, and large-scale nuclear in 2025. These technologies are highly reliable, cost-effective, dispatchable and land-use efficient. However, except for traditional large-scale nuclear, these resources are carbon-intensive, and we expect them to largely be replaced with carbon-free generation over time. Traditional large-scale nuclear power plants, while carbon-free, require significant upfront capital expenditures, have a history of extensive construction times, complex safety systems and do not have viable business cases apart from utility-scale generation. We believe our IMSR Plant contain all of the positive attributes of traditional baseload and addresses many of the commercial limitations of legacy nuclear power plants.

~~Item~~Industrial 1CThermal Power Production. At ~~Cybersecurity~~present there is no viable source of industrial thermal power production other than from the combustion of fossil fuels. Such methods are carbon intensive and subject to the commercial risk of commodity price volatility. We believe our IMSR Plant offers a valuable solution to many customers seeking low-carbon intensity industrial heat production to maintain their businesses.

~~Although,~~Renewables. According asto athe ~~blank~~EIA’s ~~check company,~~International weEnergy ~~do not have any operations~~Outlook, weapproximately ~~are~~17% ~~nonetheless subject to the risk~~ of ~~cybersecurity~~global ~~incidents.~~primary ~~Among~~energy ~~other~~demand ~~things, the investments~~ in ~~our~~2025 ~~Trust~~was ~~Account~~forecasted ~~and bank deposits may be vulnerable~~ to ~~such~~come ~~incidents,~~from ~~and~~renewable wepower ~~may~~generation ~~depend on the digital technologies of third parties~~sources. We ~~and~~Although ~~third~~these ~~parties~~sources ~~may~~generate ~~be subject to cybersecurity attacks or security breaches. To the extent that we rely on the technologies of third parties~~carbon-free power, wewind ~~depend upon the personnel~~ and ~~the~~solar ~~processes~~are ofhighly ~~such~~intermittent ~~third parties to protect against cybersecurity incidents,~~ and ~~we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us~~non-dispatchable, ~~our management team will report to the Board of Directors~~ and ~~provide~~hydroelectric ~~updates~~is onoften ~~the~~seasonal ~~management team’s incident response plan for addressing~~ and ~~mitigating any~~subject risks associated with such an incident. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to ~~adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents~~curtailment. ~~It is possible that any of these occurrences~~Additionally, orsince arenewables ~~combination~~are ~~of them~~weather-dependent, ~~could~~they ~~have material~~are ~~adverse~~too ~~consequences~~unreliable ~~on our business and lead~~ to ~~financial~~support ~~loss.~~certain ~~We have not encountered any cybersecurity incidents since our Initial Public Offering. In addition to our own cybersecurity risks~~end-use cases, ~~any~~including ~~proposed~~mission-critical applications ~~Business combination target may have been subject to,~~ or ~~may~~industrial inapplications ~~the~~that ~~future~~require beextensive ~~subject to~~on-site, ~~cybersecurity incidents~~always-available power.

~~Item~~Legacy 2Nuclear Technology. Legacy ~~Properties~~nuclear power plants face fundamental economic and technical constraints that limit their competitiveness in the current and future energy landscape. These plants are characterized by high capital costs, prolonged construction timelines, and low thermal and by extension capital efficiency, often resulting in levelized costs of electricity that are uncompetitive without significant public subsidy. As a result, we believe that new projects based on legacy nuclear technology are unlikely to be commercially viable on a standalone basis and are poorly suited to meet modern demands for distributed, flexible, and cost-effective clean energy.

Our executive offices are located at 100 First Stamford Place, Suite 330 Stamford, CT 06902 and our telephone number is (203) 930-2200. Our executive offices are provided to us by our Sponsor. Commencing on the date our securities were first listed on NASDAQ, we have agreed to pay an affiliate of our Sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support. We consider our current office space adequate for our current operations. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.28

~~Item~~Table 3.of ~~Legal Proceedings.~~Contents

ToOther ~~the~~Advanced ~~knowledge~~Nuclear Reactors. There are a number of ~~our~~reactor ~~management team~~technologies that are in various stages of development, ~~there~~such isas nohigh ~~material~~temperature ~~litigation~~gas ~~currently~~reactors, ~~pending~~sodium orfast ~~contemplated~~reactors, ~~against~~molten ussalt reactors, ~~any~~fusion oftechnologies ~~our~~and ~~subsidiaries~~others. These technologies, ~~any~~like ours, are designed to be clean, safe and highly reliable. However, the commercial operation of ~~our~~plant ~~officers~~with orthese ~~directors in~~technologies ~~their~~has ~~capacity~~not asreceived ~~such~~regulatory orapproval ~~against~~in ~~any~~the United States, and many of ~~our~~the ~~property~~technologies have not been commercially demonstrated nor have commercial scale fuel supply infrastructure.

~~Item 4. Mine Safety Disclosures.~~Facilities

~~Not~~We ~~applicable~~have offices in Charlotte, North Carolina and Oakville, Ontario. Our office in Charlotte is our corporate headquarters and consists of office space for our executives and to expand our U.S. engineering, operations, sales and corporate functions. We expect our office in Oakville will continue to provide engineering and R&D support as well as expertise relevant for developing Canada IMSR Plant projects.

22Export Controls

~~PART~~Our IIbusiness is or will be subject to, and complies with or will comply with, U.S. and Canadian nuclear export and import control regimes. We are required to comply with stringent regulations administered by the DOE, the USNRC, the Bureau of Industry and Security within the U.S. Department of Commerce (“BIS”), and the CNSC. These regulations are designed to protect national security, advance foreign policy and non-proliferation objectives, and control the transfer of nuclear-related materials, technology, and services.

~~Item~~Under 5DOE regulations at 10 C.F.R. ~~Market~~Part ~~for~~810, ~~Registrant’s~~the ~~Common~~export ~~Equity~~of certain nuclear-related technology and the provision of technical assistance by U.S. persons to foreign nuclear programs require prior authorization or reporting. These controls apply to a broad range of technical exchanges and commercial activities, ~~Related~~including ~~Stockholder~~design, ~~Matters~~engineering, consulting, and ~~Issuer~~training ~~Purchases~~services associated with nuclear reactor technology. Not all exports require a license; for example, exports of ~~Equity~~Part ~~Securities~~810-controlled technology to Canada are only subject to reporting requirements.

The USNRC regulates the physical export and import of nuclear materials and equipment under 10 C.F.R. Part 110, including reactor components, source and special nuclear material, and related commodities. Exports may require specific licenses depending on the destination country and nature of the item; exports of major nuclear equipment and nuclear material from the U.S. also require there to be a bilateral nuclear cooperation agreement (known as a “123 Agreement”) ~~Market~~between ~~Information~~the United States and the end-user country before the export license can be granted. As of July 11, 2025, the United States has twenty-five (25) 123 Agreements in force. These agreements cover 48 countries, as well as the IAEA and Taiwan. All of our current markets are covered by Section 123 Agreements. Further, exports of minor reactor items are subject to a general license and don’t require advance approval from the USNRC.

~~Our~~The ~~Units~~BIS, ~~Public~~through ~~Shares~~its ~~and Public~~Export ~~Warrants~~Administration ~~are~~Regulations ~~each~~(“EAR”), ~~traded~~oversees on the ~~NASDAQ~~export ~~Stock~~of ~~Exchange~~“dual-use” ~~under~~items — goods ~~the~~and ~~symbols~~technologies ~~“HONDU,”~~that ~~“HOND”~~have both civilian and ~~“HONDW,” respectively~~military or strategic applications. ~~Our~~Certain ~~Units~~components, ~~commenced~~software, ~~public~~and ~~trading~~supporting ontechnologies ~~August~~related ~~16,~~to ~~2024~~nuclear ~~and~~operations ~~our~~may ~~Public~~fall ~~Shares~~under EAR controls depending on their classification and ~~Public~~end ~~Warrants~~use. ~~commenced~~Exports ~~separate~~of ~~public trading~~IMSR onitems ~~October~~subject ~~10,~~to ~~2024~~the EAR generally don’t require a license from the BIS.

In Canada, the CNSC administers export and import licenses under the Nuclear Non-Proliferation Import and Export Control Regulations (b‘NNIECR”). ~~Holders~~These regulations control the cross-border transfer of nuclear and nuclear-related dual-use items, including reactor technologies, fuel cycle components, and technical data. Exports from Canada may require CNSC authorization if destined for countries outside of Canada, including the United States, depending on the item and its strategic classification. Licenses are typically issued within 15 business days.

OnCollectively, ~~March~~these ~~31,~~export ~~2025~~and ~~there~~import ~~was one~~control ~~(1)~~frameworks ~~holder~~impose ofcompliance ~~record~~obligations ofon our ~~Units,~~business ~~one~~operations. ~~(1)~~The ~~holder~~U.S. government ofagencies ~~record~~responsible for administering the nuclear export control regulations have a degree of ~~our~~discretion ~~separately~~interpreting ~~traded~~and ~~Class~~enforcing Athese ~~Ordinary~~regulations. ~~Shares~~These agencies also have significant discretion in approving, ~~four~~denying, ~~(4)~~or ~~holders~~instituting ~~of record~~specific ofconditions ~~our~~regarding ~~Class~~authorizations Bto ~~Ordinary~~engage ~~Shares~~in ~~and~~controlled ~~three~~activities. ~~(3)~~However, ~~holders~~as ofnoted ~~record~~above, many of the exports related to the IMSR in our ~~Public~~target ~~Warrants~~market will not require specific licenses.

~~(c) Dividends~~29

WeTable ~~have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion~~ of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial Business combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.Contents

~~(d)~~We ~~Securities~~have ~~Authorized~~IMSR technology and proprietary technology information that was developed and is owned by our Canadian subsidiary; this information is subject to CNSC export control of nuclear technology. It includes elements of the IMSR Plant design that was submitted to the CNSC for ~~Issuance Under~~its ~~Equity~~VDR ~~Compensation~~of ~~Plans~~the IMSR Plant. We have obtained requisite export licenses when required from the CNSC to export this technology including its export to our U.S.-domesticated company. We anticipate that our U.S. operation will provide a substantial part of the remaining engineering work to complete of the IMSR design for U.S. and export market deployment. We have also reported to the DOE the export of nuclear technology to our Canadian operations, which was generated from our U.S. activities and engagements with U.S. laboratories for R&D and testing of IMSR nuclear systems.

~~None~~Collectively, these export and import control frameworks impose extensive compliance obligations on our business operations. As we pursue international commercial opportunities for our IMSR Plant and engage with cross-border development partners, we will continue to maintain internal policies and compliance mechanisms designed to ensure adherence to all applicable regulatory requirements. Our ability to obtain and maintain the necessary authorizations from the DOE, USNRC, CNSC, and other regulatory bodies may impact the timing and scope of our commercialization efforts in various jurisdictions.

~~(e)~~Human ~~Performance Graph~~Capital

As aof ~~smaller~~December ~~reporting~~31, ~~company~~2025, we ~~are~~were ~~not~~headquartered ~~required~~in toCharlotte, ~~provide~~North Carolina and employed 74 full-time employees. The Company has a seasoned leadership team with extensive experience in the ~~information~~nuclear ~~required~~industry byand ~~Regulation~~adjacent ~~S-K~~industries. In ~~Item~~managing ~~201(e)~~our team, we focus on employee recruitment, retention, developing a pipeline of talent, and tracking progress against our performance objectives.

~~(f)~~Available ~~Recent Sales of Unregistered Securities~~Information

~~None~~We were originally a special purpose acquisition company incorporated on April 4, 2024, as a Cayman Islands exempted corporation whose business purpose was to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. On October 23, 2025, we domesticated into a Delaware corporation and changed our name to “Terrestrial Energy Inc.” Our principal executive office is located at 2730 W. Tyvola Road, Suite 100, Charlotte, NC 28217. Our telephone number is (646) 687-8212. Our website address is https://www.terrestrialenergy.com/. Information contained on our website is not a part of this Form 10-K, and the inclusion of our website address in this Form 10-K is an inactive textual reference only. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through the investor relations page of our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (the “SEC”). Our Internet website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.

~~(g)~~ITEM 1A. RISK ~~Use of Proceeds from the Initial Public Offering~~FACTORS

~~For~~An ainvestment ~~description~~in ofour ~~the~~securities ~~use~~ involves a high degree of ~~proceeds~~risk. ~~generated~~You inshould ~~our~~consider ~~Initial~~carefully ~~Public~~the ~~Offering~~risks and ~~Private~~uncertainties ~~Placement~~described below, ~~see~~together ~~Part~~with IIall of the other information contained in this Annual Report on Form 10-K, ~~Item~~before 2deciding ofto invest in our ~~Quarterly~~securities. ~~Report~~If ~~for~~any of the ~~quarter ended~~following ~~September~~events 30occur, ~~2024~~our business, asfinancial ~~filed~~condition ~~with~~and operating results may be materially adversely affected. In that event, the ~~SEC~~trading onprice ~~November~~of 13our securities could decline, ~~2024~~and you could lose all or part of your investment. ~~There~~References ~~has~~to ~~been~~past noevents ~~material~~are ~~change~~provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the ~~planned~~past ~~use~~or their likelihood of ~~proceeds from~~occurring ~~our~~in ~~Initial~~the ~~Public~~future. ~~Offering~~The risks and ~~Private~~uncertainties ~~Placement~~described asbelow ~~described~~are innot the ~~IPO~~only ~~Registration~~ones ~~Statement~~we face. ~~The~~Additional ~~specific~~risks ~~investments~~and inuncertainties ~~our Trust~~that ~~Account~~we are unaware of, or that we currently believe are not material, may ~~change~~also ~~from~~become ~~time~~important tofactors ~~time~~that adversely affect our business or results of operations.

~~(h) Purchases of Equity Securities by the Issuer and Affiliated Purchasers~~30

~~None.~~Table of Contents

~~Item~~Risk 6.Factors ~~[Reserved]~~Summary

23● Our limited commercial operating history makes it difficult to evaluate our prospects, the risks and challenges we may encounter and our total potential addressable market.

~~Item~~● 7.Any ~~Management’s~~delays ~~Discussion~~in the development and ~~Analysis~~construction of ~~Financial~~our ~~Condition~~IMSR plants and ~~Results~~the manufacturing of ~~Operations~~their key components may adversely impact our business and financial condition.

~~Overview~~● If we fail to manage our growth effectively, we may be unable to execute our business plan, and our business, results of operations, and financial condition could be harmed.

We● ~~are~~Any afailure ~~blank~~to ~~check~~effectively ~~company incorporated~~update in the ~~Cayman~~design, ~~Islands on April 4~~construction, ~~2024~~and ~~formed~~operations ~~for the purpose~~ of ~~effecting~~our aplanned ~~merger,~~IMSR ~~amalgamation,~~Plants ~~share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. We intend~~ to ~~effectuate our~~ensure ~~business~~cost ~~combination~~competitiveness ~~using~~could ~~cash~~reduce ~~derived from~~ the ~~proceeds~~marketability of ~~the~~our ~~Initial~~designs ~~Public Offering~~ and ~~the~~has ~~sale of~~ the ~~Private~~potential ~~Placement~~to ~~Warrants, our~~impact ~~shares,~~deployment ~~debt or a combination of cash, shares and debt~~schedules.

We● ~~expect~~Successful tocommercialization ~~continue~~of tonew, ~~incur significant~~or ~~costs~~further inenhancements ~~the~~to ~~pursuit~~existing, ofalternative ~~our~~low-carbon ~~acquisition~~energy ~~plans.~~generation Wetechnologies ~~cannot~~may ~~assure~~adversely ~~you~~affect ~~that~~the ~~our~~market ~~plans~~demand tofor ~~complete~~our aIMSR ~~business combination will be successful~~Plants.

~~Recent~~● ~~Developments~~If demand for our IMSR Plants fails to develop sufficiently, our business and operations could suffer, and we would be unable to achieve or maintain profitability.

On● ~~March~~Our ~~26,~~IMSR ~~2025,~~Plant ~~the~~design ~~Company~~may ~~entered~~not ~~into~~attract acustomers ~~Business~~as ~~Combination~~quickly ~~Agreement (~~as itwe ~~may be amended~~expect, ~~supplemented~~ or ~~otherwise~~at ~~modified from time to time in accordance with its terms, the “Business Combination Agreement”) by and among the Company, Terrestrial Energy Inc~~all., a Delaware corporation (“Terrestrial Energy”), and HCM II Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Company (“Merger Sub”), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into Terrestrial Energy (the “Merger”), with Terrestrial Energy continuing as the surviving entity (the “Surviving Company”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” The combined company’s business will continue to operate through Terrestrial Energy and its subsidiaries.

~~The~~● ~~Business~~Customers ~~Combination~~may ~~Agreement~~rescind ~~and~~or ~~the~~back ~~Business~~out ~~Combination~~of ~~were~~non-binding ~~unanimously~~agreements ~~approved~~due byto ~~the~~various ~~board~~reasons, ~~of directors~~which ofcould ~~the~~adversely ~~Company~~affect ~~and~~our ~~the~~revenue ~~board~~streams, ofproject ~~directors~~timelines, ofand ~~Terrestrial~~overall ~~Energy~~financial performance.

~~The~~● ~~Business~~Our ~~Combination~~cost isestimates ~~expected~~are sensitive to ~~close~~broader ineconomic ~~the~~factors, ~~fourth quarter~~and ofour ~~2025,~~ability ~~subject~~ to ~~the~~control ~~receipt~~or ofmanage ~~the~~our ~~required~~costs ~~approvals~~may bybe ~~Company’s shareholders and the fulfilment of other customary closing conditions~~limited.

In● ~~addition~~Competition tofrom ~~the~~existing ~~Merger,~~or ~~the~~new ~~Company~~competitors ~~will,~~or ~~subject~~technologies todomestically ~~obtaining the required shareholder approvals~~ and atinternationally ~~least~~could ~~one (1)~~cause ~~day~~us ~~prior~~ to ~~the~~experience ~~date~~one ofor ~~the~~more ~~closing~~ of ~~the~~downward ~~Business~~pressures ~~Combination~~on ~~(the “Closing”)~~prices, ~~change~~lower ~~its~~customer ~~jurisdiction~~demand offor ~~incorporation by~~our ~~deregistering~~products ~~as a Cayman Islands exempted company~~ and ~~continuing~~services, ~~and~~reduced ~~domesticating~~margins, ~~as a corporation incorporated under~~ the ~~laws~~inability ~~of the State of Delaware (the “Domestication”). The Company will provide its public shareholders the opportunity~~ to ~~elect,~~take ~~at least~~advantage ~~two~~of ~~(2)~~new business ~~days~~opportunities ~~prior to the Company shareholder’s meeting, to redeem their shares on the terms~~ and ~~conditions set forth in~~ the ~~Business~~loss ~~Combination Agreement and the Company’s governing documents (the “Redemption”). Subject to the receipt~~ of ~~approval~~market ~~from shareholders of the Company, and at least one (1) day prior to the Domestication, the Company will carry out the Redemption~~share.

~~By virtue~~● ofChanges ~~the~~in ~~Domestication and subject to~~ the ~~satisfaction~~availability ~~or waiver of the conditions of the Business Combination Agreement, including approval of the Company’s shareholders: (i) immediately prior to the Domestication, each of the then issued~~ and ~~outstanding~~cost ~~Class B Ordinary Shares~~ of ~~the Company will convert automatically~~electricity, onnatural ~~a one-for-one basis~~gas, ~~into~~oil ~~one (1) Class A Ordinary Share, par value of $0.0001 per share, of the Company (the “Sponsor Share Conversion”);~~ and ~~(ii) immediately following the Sponsor Share Conversion, in connection with the Domestication, (x) each then issued and outstanding Class A Ordinary Share (~~other ~~than~~forms ~~any~~of ~~Class~~energy Aare ~~Ordinary~~subject ~~Share included~~to involatile ~~the~~market ~~Cayman~~conditions ~~Purchaser~~that ~~Units~~could ~~(as~~adversely ~~defined~~affect inour ~~the~~business ~~Business Combination Agreement)) will convert automatically~~prospects, onfinancial ~~a one-for-one basis~~condition, ~~into~~results ~~one (1) share~~ of ~~common~~operations ~~stock, par value $0.0001 per share, of the Company (after the Domestication) (the “Domesticated Common Stock”); (y) each of the then issued~~ and ~~outstanding~~cash warrants (other than any Cayman Purchaser Public Warrants (as defined in the Business Combination Agreement) included in the Cayman Purchaser Units) representing the right to purchase one (1) Class A Ordinary Share will convert automatically into a warrant to acquire one (1) share of Domesticated Common Stock (each a “Domesticated Warrant”); and (z) each of the then issued and outstanding Cayman Purchaser Units will be cancelled and each holder thereof will be entitled to one (1) share of Domesticated Common Stock and one-half (1/2) of one (1) Domesticated Warrantflows.

~~The~~● Company has also entered into subscription agreements (collectively, the “PIPE Subscription Agreements”), each dated as of March 26, 2025, with certain investors (collectively, the “PIPE Investors”), pursuant to which, among other things, the Company has agreed to issue and sell, in private placements to close immediately prior to or substantially concurrently with the Closing, an aggregate of 5,000,000 shares of Domesticated Common Stock for a purchase price of $10.00 per share (the “PIPE Financing”). The ~~PIPE~~potential ~~Investors~~disruption ~~are permitted, under the PIPE Subscription Agreements, to satisfy their commitments thereunder if they hold shares~~ of ~~Domesticated~~uranium ~~Common~~supply ~~Stock~~chains ~~that~~makes ~~qualify as Non~~long-~~Redeemed~~range ~~Shares (as~~planning ~~defined in the PIPE Subscription Agreements), subject to certain conditions and restrictions set forth in the PIPE Subscription Agreements~~uncertain.

24● The cost of electricity and heat generated from nuclear sources may not be cost competitive with other electricity generation sources and/or heat generated from other sources in some markets, which could materially and adversely affect our business prospects, financial condition, results of operations and cash flow.

~~Results~~● ofOur ~~Operations~~illustrative unit economics are subject to significant risks, assumptions, estimates, and uncertainties. As a result, our actual revenues, timing for achieving business milestones, expenses, capital expenditures, profitability and cash flows may differ materially from our expectations.

We● ~~have~~The ~~neither~~IMSR ~~engaged~~plants ~~in any~~may operations nor generated any revenues to date. Our only activities from April 4, 2024 (inception) through December 31, 2024 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for a business combination. We do not ~~expect~~operate to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account. We incur expenses as ~~a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses~~planned.

~~For~~● ~~the~~We ~~period~~and ~~from~~our ~~April 4,~~customers ~~2024~~operate ~~(inception)~~in ~~through~~a ~~December~~politically ~~31,~~sensitive ~~2024~~environment, ~~cash~~and ~~used~~the inpublic ~~operating~~perception ~~activities was $318,768. Net income~~ of ~~$3,408,788~~nuclear ~~was~~energy ~~affected~~and ~~by operating~~radioactive ~~costs~~materials ~~paid~~could bymaterially ~~Sponsor~~and inadversely ~~exchange~~affect ~~for issuance of Class B founder shares of $12~~us,~~463,~~ ~~payment~~our ~~of operation costs through promissory note of $45~~customers,~~200~~ and ~~interest earned on marketable securities held in~~ the ~~trust~~markets ~~account of $4,043,585. Changes~~ in ~~operating~~which ~~assets~~we ~~and liabilities was affected by $258,366 of cash provided for operating activities~~operate.

~~Factors That May Adversely Affect our Results of Operations~~31

~~Our~~Table ~~results~~ of operations and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination. Contents

~~Liquidity~~● Incidents involving nuclear energy facilities, including accidents, terrorist acts or other high-profile events involving radioactive materials, could materially and ~~Capital~~adversely ~~Resources~~affect the public perception of the safety of nuclear energy and adversely affect our business.

~~Until~~● ~~the~~The ~~consummation~~direct ~~of the~~and ~~Initial~~indirect ~~Public~~impact ~~Offering,~~on ~~our~~us ~~only~~and ~~source~~our ofcustomers ~~liquidity~~from ~~was~~severe anweather ~~initial~~and ~~purchase~~other effects of ~~shares~~climate ofchange ~~Class~~and Bthe ~~Ordinary~~economic ~~Shares,~~impacts ~~par~~of ~~value~~the ~~$0.0001 per~~transition ~~share~~to low-emissions energy, bycould ~~the~~adversely ~~Sponsor~~affect ~~and~~our ~~loans~~financial ~~from~~condition, ~~the~~operating ~~Sponsor~~results, and cash flows.

On● ~~August~~The ~~19,~~occurrence ~~2024, we consummated the Initial Public Offering~~ of ~~23,000,000~~adverse ~~Units~~events, ~~which~~cancellations ~~includes the full exercise by the underwriters~~ of ~~their~~significant ~~over-allotment~~projects, ~~option~~delays in ~~the~~ ~~amount~~project ~~of 3~~timelines,~~000,000~~ ~~Units~~adjustments ~~generating~~in ~~gross~~cost ~~proceeds of $230~~structures,~~000,000.~~ ~~Simultaneously~~and ~~with~~other ~~the~~negative ~~closing~~developments ofannounced ~~the~~by ~~Initial~~competitors ~~Public~~could ~~Offering, we~~have ~~consummated the sale of~~ an ~~aggregate~~impact ofon 6our operations,~~850,000~~ ~~Private~~financial ~~Placement Warrants at a price of $1.00 per Private Placement Warrant~~performance, ~~in a private placement to the Sponsor~~ and ~~Cantor~~future ~~Fitzgerald & Co~~prospects.~~, generating gross proceeds of $6,850,000.~~

We● ~~intend~~The toIMSR ~~use~~Plant ~~substantially all~~involves ~~of the funds held in the Trust Account~~toxic, ~~including~~hazardous ~~any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital~~ and/or ~~debt~~radioactive ismaterials ~~used,~~and incould ~~whole~~result or in ~~part,~~liability aswithout ~~consideration to~~regard ~~complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital~~ to ~~finance~~fault ~~the operations of the target business~~ or ~~businesses, make other acquisitions and pursue our growth strategies~~negligence.

25● Unsatisfactory safety performance or security incidents at our customers’ facilities — or any nuclear facility around the world — could have a material adverse effect on our business, financial condition and results of operations.

● We ~~intend~~are tosubject ~~use the funds held outside the Trust Account primarily~~ to ~~identify~~information technology and ~~evaluate~~cyber ~~target~~security ~~businesses,~~threats ~~perform~~which ~~business~~could ~~due~~have ~~diligence~~adverse ~~on prospective target businesses~~effects, ~~travel~~including toregulatory ~~and from the offices~~effects, ~~plants~~on orour ~~similar~~business ~~locations of prospective target businesses or their representatives or owners, review corporate documents~~ and ~~material~~results ~~agreements~~ of ~~prospective target businesses, and structure, negotiate and complete a Business Combination~~operations.

~~For~~● ~~the~~We ~~period~~and ~~from~~our ~~April 4,~~third-party ~~2024~~vendors ~~(inception)~~may ~~through~~not ~~December~~be ~~31,~~able ~~2024,~~to ~~cash~~obtain ~~used~~sufficient inmaterials ~~operating~~or ~~activities~~supplied ~~was~~components ~~$323,234.~~to ~~Net~~meet ~~income~~our ofmanufacturing ~~$3,408,788~~and ~~was affected by~~ operating ~~costs paid by Sponsor in exchange for issuance of Class B founder shares of $12~~needs,~~463,~~ ~~payment~~or ofobtain ~~operation~~such ~~costs~~materials ~~through promissory note of $45,200 and interest earned~~ on ~~marketable~~favorable ~~securities~~terms ~~held~~or inat ~~the~~expected ~~trust account of $4,043,585~~costs. ~~Changes in operating assets and liabilities was affected by $253,900 of cash provided for operating activities.~~

As● ofOur ~~December~~failure ~~31,2024, we had marketable securities held in the trust account of $235,193,585. We intend~~ to ~~use~~successfully ~~substantially~~recruit ~~all~~and ofretain ~~the~~experienced ~~funds~~and ~~held~~qualified inpersonnel ~~the~~could ~~Trust Account,~~have ~~including~~a ~~any~~material ~~amounts~~adverse ~~representing~~effect ~~interest earned~~ on ~~the Trust Account (less income taxes payable), to complete~~ our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business ~~or businesses, make other acquisitions and pursue our growth strategies~~.

As● ofOur ~~December~~ability ~~31,2024, we had cash held outside of the trust account of $672,555 available for working capital needs. We intend~~ to ~~use~~protect ~~the~~our ~~funds~~patents ~~held outside the Trust Account primarily to identify~~ and ~~evaluate~~other ~~target~~intellectual ~~businesses,~~property ~~perform~~rights ~~business~~may ~~due~~be ~~diligence~~challenged ~~on prospective target businesses, travel to~~ and ~~from~~is ~~the~~not offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combinationguaranteed.

● We ~~have~~currently ~~until~~enjoy ~~August~~only ~~19,~~limited ~~2026 to~~geographical ~~consummate~~protection ~~the~~with ~~initial~~respect ~~Business Combination (assume no extensions). If we do not complete a Business Combination, we will trigger an automatic winding up, dissolution and liquidation pursuant~~ to ~~the~~certain ~~terms~~issued ofpatents ~~the Amended~~ and ~~Restated~~trademarks ~~Memorandum~~ and ~~Articles~~may ofnot ~~Association. Notwithstanding~~be ~~management’s~~able ~~belief that we would have sufficient funds~~ to ~~execute~~protect ~~its~~our ~~business~~intellectual ~~strategy,~~property ~~there~~rights isthroughout ~~a possibility that business combination might not happen within~~ the ~~24-month period from the date of the auditors’ report~~world.

In● ~~connection~~We ~~with our assessment of going concern considerations in accordance with ASC 205-40, Going Concern, as of December 31, 2024, we~~ may need to ~~raise~~defend ~~additional~~ourselves ~~capital~~against ~~through~~intellectual ~~loans~~property orinfringement ~~additional investments from Sponsor~~claims, ~~stockholders,~~which ~~officers, directors, or third parties. Our officers, directors and Sponsor~~ may, ~~but~~be ~~are not obligated to, loan us funds, from~~ time-consuming toand time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could ~~include,~~ ~~but~~cause ~~not~~us ~~necessarily be limited~~ to, ~~curtailing~~incur ~~operations,~~substantial ~~suspending~~fees ~~the pursuit of a potential transaction,~~ and ~~reducing overhead expenses~~costs. ~~We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.~~

~~Management~~● ~~plans~~We ~~to address~~may ~~this~~not ~~uncertainty~~identify ~~through~~relevant athird-party ~~Business~~patents ~~Combination.~~or Ifmay aincorrectly ~~Business~~interpret ~~Combination is not consummated by~~ the ~~end of the Combination Period~~relevance, ~~currently~~scope ~~August~~or ~~19,~~expiration ~~2026, there will be mandatory liquidation and subsequent dissolution~~ of ~~the~~a ~~Company.~~third-party ~~Management~~patent, ~~has determined~~which ~~that~~might ~~the~~adversely ~~liquidity~~affect ~~condition raises substantial doubt about~~ our ability to ~~continue~~develop asand amarket ~~going~~our ~~concern.~~IMSR ~~No adjustments have been made to the carrying amounts of assets or liabilities should be required to liquidate after the Combination Period~~Plants. We intend to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that we will be able to consummate any Business Combination by the end of the Combination Period.

~~Off-Balance~~● ~~Sheet~~We ~~Financing~~may ~~Arrangements~~be subject to claims of ownership and other rights to our patents and other intellectual property by third parties.

We● ~~have~~Customization noand ~~obligations,~~hybridization ~~assets or liabilities, which would be considered off-balance sheet arrangements as~~ of December 31, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the ~~purpose~~Thermal ofand ~~facilitating~~Electric ~~off-balance~~Facility ~~sheet~~may ~~arrangements.~~require Weadditional ~~have~~research ~~not~~and ~~entered~~development ~~into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt~~ and/or ~~commitments~~reliance ofon ~~other~~external ~~entities,~~service ~~or purchased any non-financial assets~~providers.

26● Some of our management team have limited experience in operating a public company.

~~Contractual~~● ~~Obligations~~Compliance with the reporting obligations under the United States securities laws and Section 404 of Sarbanes-Oxley requires expenditures of capital and other resources and may divert management’s attention. If we fail to comply with these reporting obligations or to maintain adequate internal controls our operations, and investors’ confidence in us, could be materially and adversely affected.

We● doRisks ~~not~~related ~~have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement~~ to ~~pay~~compliance ~~the~~with ~~Sponsor a total of $15~~law,~~000~~ ~~per~~government ~~month~~regulation ~~for office space, utilities~~ and ~~secretarial and administrative support services~~litigation.

The underwriter will be entitled to a deferred underwriting discount of 4.40% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.40% of the gross proceeds sold pursuant to the underwriter’s over-allotment option, $10,720,000 in the aggregate, payable upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement32

~~Critical~~Table ~~Accounting~~of ~~Estimates~~Contents

~~The~~● ~~preparation~~Risks ~~of financial statement and~~ related ~~disclosures in conformity with accounting principles generally accepted in the United States of America requires management~~ to ~~make~~our ~~estimates~~capital ~~and~~resources ~~assumptions that affect the reported amounts of assets~~ and ~~liabilities,~~our ~~disclosure~~ability ~~of contingent assets and liabilities at the date of the financial statement, and income and expenses during the periods reported. Making estimates requires management~~ to ~~exercise~~continue ~~significant~~as ~~judgement. It is at least reasonably possible that the estimate of the effect of~~ a ~~condition,~~going ~~situation or set of circumstances that existed at the date of the financial statement~~concern, ~~which~~and ~~management~~risks ~~considered~~related ~~in formulating its estimate, could change in the near term due~~ to ~~one~~tax orlaws ~~more~~and ~~future confirming events~~regulations. ~~Accordingly, the actual results could materially differ from those estimates. As of December 31, 2024, we did not have any critical accounting estimates to be disclosed.~~

~~Recent~~● ~~Accounting~~Risks ~~Pronouncements~~related to the volatility of our common stock, and provisions in our certificate of incorporation and bylaws.

In● ~~November~~Risks 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as ~~well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and~~ an ~~explanation~~emerging ofgrowth ~~how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources~~company. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

~~Management~~Risks ~~does~~Related ~~not~~to ~~believe that~~Our ~~any~~Business ~~recently~~and ~~issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.~~Industry

~~Item~~We 7Ahave not yet constructed an IMSR Plant, nor have we entered into any binding contract with any customer, including any of our current portfolio of project consortium partners, to operate an IMSR Plant or deliver electricity or heat, and there is no guarantee that we will be able to do so in the future. ~~Quantitative~~Our limited commercial operating history makes it difficult to evaluate our prospects, the risks and ~~Qualitative~~challenges ~~Disclosures~~we ~~about~~may ~~Market~~encounter ~~Risk~~and our total potential addressable market.

WeOur ~~are~~business aplan ~~smaller~~includes ~~reporting company~~entering into arrangements with customers, which we also refer to as ~~defined~~project consortium partners (including builder-operators, offtake customers, suppliers as well as public and private project investors), who will construct and operate IMSR Plants. Our ability to execute on our business plan will be subject to reaching binding agreements with potential customers for electricity or heat delivered by ~~Rule~~our ~~12b~~IMSR Plant. If no potential near-2term customer enters into such binding agreements, our planned construction and operation of ~~the~~our ~~Exchange~~IMSR ~~Act~~Plants could be significantly delayed. Such delays would result in delays in revenue and ~~are~~could hinder our ability to gain market traction with other potential customers. This could have a material adverse effect on our business and financial condition. To date, we have entered into contingent non-binding letters of intent to cooperate with potential customers to identify sites and land-use requirements for IMSR Plant licensing and construction, which may not ~~required~~result in binding agreements for the purchase of our products or services. We have been selected to ~~provide~~site an IMSR Plant at the ~~information~~Texas ~~otherwise~~A&M-RELLIS ~~required~~campus, ~~under~~subject ~~this~~to ~~Item~~successful site characterization studies, governing body approvals and regulatory approvals. As a result of our limited commercial operating history and ongoing changes in our new and evolving industry, including evolving demand for our products and services and the potential development of technologies that may prove more efficient or effective for our intended use cases, our ability to forecast our future results of operations and plan for and model future growth is limited and subject to a number of uncertainties. Therefore, there can be no assurance that our internal estimates relating to the size of our serviceable addressable market will be correct. In addition, our expectations with respect to our serviceable addressable market may differ from those of third parties, including investors or securities analysts.

~~Item~~Any 8.delays ~~Financial~~in ~~Statement~~the development and ~~Supplementary~~construction ~~Data~~of our IMSR plants and the manufacturing of their key components due to a number of factors, including the degree of pre-fabrication, standardization, on-site construction, long-lead procurement, contractor performance, plant pre-operational and startup testing and other site-specific considerations may adversely impact our business and financial condition.

~~Reference~~The issuccess ~~made~~of our business will depend in large part on our ability to ~~pages F~~successfully deliver the IMSR plant to customers on-1time ~~through~~and Fon-18budget ~~comprising~~at aspecified ~~portion~~performance levels. There is no guarantee that our planned deployments of ~~this~~the ~~Report~~IMSR plant will be successful, ~~which~~timely, ~~are~~or ~~incorporated~~on ~~herein~~budget. byThere ~~reference~~can be no assurance that we will not experience operational or process failures and other problems during our first commercial deployment or any planned deployment thereafter.

~~Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.~~33

~~None.~~Table of Contents

27In the future, we may experience delays, cost overruns or other complications in the design, manufacture, production and delivery of the IMSR plant and its key components, such as the IMSR Core-unit and IMSR Fuel Salt, that could prevent us from delivering IMSR plants in 2034 or beyond. We have not updated third-party cost estimates related to building our IMSR plants since 2021 and the cost environment may have adversely changed since such preliminary third-party cost estimates were obtained. Such third-party cost estimates may be significantly higher than our current estimates, which affect the marketability, capital and operational costs of our IMSR plants and our expectations with respect to our business plan and future profitability. The effect of such complications may be increased as a result of rising commodity prices and interest rates, which may increase costs to us and to our customers and may adversely affect the competitiveness of our IMSR plants compared to more established, competing means of supplying electricity or heat. If delays like this occur, we could experience issues or delays in sustaining or further increasing production and sales of IMSR plants. Similarly, we do not yet have binding commitments with any customers for the purchase of our IMSR Core-unit or IMSR Fuel Salt, and if we are unable to competitively price these components as a result of increased costs or delays in their production or otherwise, we may not realize the expected revenues associated with supplying our IMSR Plant to our customers, or our customers may need to rely on third-parties to provide components and fuel for their IMSR plants.

~~Item~~If ~~9A.~~we ~~Controls~~encounter difficulties in scaling our production and ~~Procedures~~delivery capabilities, if we fail to develop and successfully commercialize our IMSR plants and related technologies, if we fail to timely develop such technologies before our competitors or if such technologies fail to perform as expected, are inferior to those of our competitors or are perceived as less safe or less efficient than those of our competitors, our business and financial condition could be materially and adversely impacted.

~~Evaluation~~Our oflimited ~~Disclosure~~commercial ~~Controls~~operating history in a rapidly evolving industry makes it difficult for us to evaluate our future prospects and ~~Procedures~~prepare for the risks and challenges we may encounter.

~~Disclosure~~We ~~controls~~have ~~and~~a ~~procedures are~~limited ~~controls~~commercial operating history in a rapidly evolving industry. The markets for nuclear reactor design, nuclear reactor production, nuclear fuel design, nuclear fuel supply, and ~~other~~services ~~procedures~~related ~~designed~~to any or all of the foregoing business may not continue to ~~ensure~~develop in a manner that ~~information~~we ~~required~~expect toor that otherwise would be ~~disclosed~~favorable into our ~~reports~~business. ~~filed~~As ora ~~submitted~~result ~~under the~~of ~~Exchange~~our ~~Act~~limited isoperating ~~recorded,~~history ~~processed~~and ongoing changes in our new and evolving industry, ~~summarized~~including evolving demand for our products and ~~reported~~services ~~within~~and the ~~time~~potential ~~periods~~development ~~specified~~of intechnologies ~~the~~that ~~SEC’s~~may ~~rules~~prove more efficient or effective for our intended use cases, our ability to forecast our future results of operations and ~~forms~~plan for and model future growth is limited and subject to a number of uncertainties. ~~Disclosure~~ ~~controls~~We have encountered and ~~procedures~~expect ~~include,~~to ~~without~~continue ~~limitation~~to encounter risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, ~~controls~~such as the risks and ~~procedures~~uncertainties ~~designed~~described toin ~~ensure~~this ~~that~~annual ~~information~~report. ~~required~~Accordingly, ~~to be~~should ~~disclosed~~we provide forecasts in ~~our~~the ~~reports~~future, ~~filed~~we may be unable to prepare accurate internal financial forecasts or ~~submitted~~replace ~~under~~anticipated ~~the~~revenue ~~Exchange~~that ~~Act~~we isdo ~~accumulated~~not ~~and~~receive ~~communicated~~as toa ~~Management~~result of delays, ~~including~~changed ~~our~~circumstances, ~~Chief Executive~~or ~~Officer~~changed ~~and~~market ~~Chief~~conditions ~~Financial~~arising ~~Officer~~from ~~(together~~these factors, and our results of operations in future reporting periods may be below the ~~“Certifying~~expectations ~~Officers”),~~of investors or ~~persons~~analysts. ~~performing~~If ~~similar~~we ~~functions~~do not address these risks successfully, as ~~appropriate~~our results of operations could differ materially from our estimates and forecasts or the expectations of investors or analysts, causing our business to ~~allow~~suffer ~~timely~~and ~~decisions~~our ~~regarding~~common ~~required~~stock ~~disclosure~~price to decline.

~~Under~~If ~~the~~we ~~supervision~~fail ~~and with~~to ~~the~~manage ~~participation of~~ our ~~Management,~~growth ~~including our Certifying Officers~~effectively, we ~~carried~~may ~~out~~be anunable ~~evaluation~~to ofexecute ~~the effectiveness of the design and operation of~~ our ~~disclosure~~business ~~controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing~~plan, ~~our Certifying Officers concluded that our disclosure controls~~ and procedures were effective as of the end of the fiscal year ended December 31, 2024. Accordingly, Management believes that the financial statement contained elsewhere in this Report present fairly in all material respects our ~~financial position~~business, results of operations, and ~~cash~~financial ~~flows~~condition ~~for~~could ~~the~~be ~~period presented~~harmed.

WeIn doorder ~~not~~to ~~expect~~achieve ~~that~~the ~~our disclosure~~future ~~controls~~revenue ~~and~~growth ~~procedures~~anticipated, ~~will~~we ~~prevent~~must ~~all~~finalize ~~errors~~our ~~and~~IMSR ~~all~~Plant ~~instances~~design, ofreceive ~~fraud.~~regulatory ~~Disclosure controls and procedures~~approvals, noincluding ~~matter~~the ~~how well~~USNRC ~~conceived~~ and ~~operated,~~other ~~can~~regulatory ~~provide~~bodies ~~only~~licensing ~~reasonable,~~our ~~not~~IMSR ~~absolute~~Plants, ~~assurance~~design, ~~that~~construct ~~the~~and ~~objectives~~license offacilities ~~the~~to ~~disclosure~~manufacture ~~controls~~ and ~~procedures are~~produce ~~met.~~IMSR ~~Further,~~Core-units ~~the~~and ~~design~~IMSR ofFuel ~~disclosure~~Salt, ~~controls~~ and ~~procedures~~continue ~~must~~to ~~reflect~~develop ~~the~~and ~~fact~~market ~~that~~new ~~there~~products ~~are resource constraints,~~ and ~~the benefits~~services ~~must~~to betraditional ~~considered~~and ~~relative~~non-traditional ~~to their costs~~end-users. ~~Because~~If ofour ~~the~~operations ~~inherent~~grow ~~limitations~~as ~~in all disclosure controls and procedures~~planned, ~~no evaluation~~we ofintend ~~disclosure~~to ~~controls~~expand ~~and~~our ~~procedures~~operations ~~can~~significantly ~~provide~~to ~~absolute~~meet ~~assurance~~anticipated ~~that~~demand. weTo ~~have~~properly ~~detected~~manage ~~all~~ our ~~control deficiencies and instances of fraud~~growth, ifwe ~~any.~~will ~~The~~need ~~design~~to ofhire ~~disclosure controls~~ and ~~procedures~~retain ~~also~~additional ispersonnel, ~~based~~upgrade ~~partly~~our onexisting ~~certain~~operational ~~assumptions~~management ~~about~~and ~~the~~financial ~~likelihood of~~and ~~future~~reporting ~~events~~systems, and ~~there~~improve ~~can~~our bebusiness noprocesses ~~assurance~~and ~~that~~controls. ~~any~~Our ~~design~~future expansion will ~~succeed in achieving its stated goals under all potential future conditions.~~include:

~~Management’s~~● ~~Annual~~hiring ~~Report~~and ontraining ~~Internal Controls~~new ~~over Financial Reporting~~personnel;

~~This~~● ~~Report~~completing ~~does~~the ~~not~~designs ~~include an~~and ~~attestation~~licensing ~~report~~ of our ~~internal~~first ~~controls~~IMSR ~~from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.~~Plant;

~~Changes in Internal Control over Financial Reporting~~34

~~Not~~Table ~~applicable.~~of Contents

~~Item~~● ~~9B.~~customizing ~~Other~~applications ~~Information.~~of our IMSR Plants to serve both traditional utility and electric power customers and a broad base of non-traditional industrial customers interested in utilizing the efficient high-temperature heat produced by our design;

~~Trading~~● ~~Arrangements~~developing the supply chain necessary to supply components for our IMSR Plant;

~~During~~● ~~the~~developing ~~quarterly period ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under~~ the ~~Exchange~~processes ~~Act)~~and ~~adopted~~technologies ~~or terminated~~to ~~any~~transport ~~“Rule~~radiological ~~10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.~~ materials;

~~Item~~● ~~9C.~~developing ~~Disclosure~~IMSR ~~Regarding~~Fuel ~~Foreign~~Salt ~~Jurisdictions~~production ~~that~~capabilities ~~Prevent~~and ~~Inspections.~~capacity to transport and deliver IMSR Fuel Salt, including the ability to purchase SALEU UF4 and the other elements of the IMSR Fuel Salt;

~~Not~~● ~~applicable.~~developing the operational capabilities and functions necessary for others to operate our IMSR Plant;

28● controlling expenses and investments in anticipation of expanded operations and rising costs;

~~PART~~● ~~III~~upgrading the existing operational management and financial reporting systems and team to comply with requirements as a public company; and

~~Item~~● ~~10.~~implementing ~~Directors,~~and ~~Executive~~enhancing ~~Officers~~administrative ~~and~~infrastructure, ~~Corporate~~systems ~~Governance~~and processes.

~~Directors~~If our operations continue to grow as planned, of which there can be no assurance, we will need to expand our sales and ~~Executive~~marketing, ~~Officers~~research and development, customer and commercial strategy, permitting and licensing, products and services, manufacturing, supply, and operations functions. These efforts will require us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience to date. We will also need to continue to leverage our manufacturing and operational systems and processes, and there is no guarantee that we will be able to scale the business as currently planned or within the planned timeframe. The continued expansion of our business may also require additional manufacturing and operational facilities, as well as space for administrative support, and there is no guarantee that we will be able to find suitable locations for such facilities.

AsOur ofcontinued growth could increase the ~~date~~strain ofon ~~this~~our ~~Report~~resources, and we could experience operating difficulties, including difficulties in hiring and training employees, finding manufacturing capacity to produce our ~~directors~~IMSR Plants and ~~officers~~related equipment, delays in production, finding suitable locations or partners for our IMSR plants, challenges in scaling-up IMSR Fuel Salt and IMSR Core-unit production capacity and supply, and difficulty sourcing adequate raw materials for our IMSR Plants. These difficulties may divert the attention of management and key employees and impact financial and operational results. If we are asunable ~~follows:~~to drive commensurate growth, these costs, which include lease commitments, headcount and capital assets, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations.

	Age	Position
Shawn Matthews	57	Chief Executive Officer and Chairman of the Board of Directors
Steven Bischoff	67	Chief Financial Officer, President and Director
Andrew Brenner	69	Director
Michael J. Connor	64	Director
Jacob Loveless	44	Director

IMSR Plants may suffer significant construction delays or cost increases as a result of a variety of factors. Any such delays could cause the construction of a project to ultimately be unprofitable for the Company or otherwise adversely affect the Company’s business, financial condition and results of operations.

~~The~~Our ~~experience~~IMSR Plant design development will be actively managed through design reviews, prototyping of ~~our~~key ~~directors~~ systems, involvement of external partners and ~~executive~~application ~~officers~~of isindustry aslessons, ~~follows:~~but we could still fail to identify latent manufacturing and construction issues early enough to avoid negative effects on construction or ultimate performance of our IMSR Plants.

~~Shawn~~While ~~Matthews has served as our Chairman of~~ the ~~Board~~Company ~~and~~anticipates ~~Chief~~improved ~~Executive~~cost ~~Officer~~efficiency ~~since~~as ~~our~~it ~~inception.~~gains ~~Mr.~~further ~~Matthews is a financial services expert and entrepreneur with more than 30 years of management~~ experience in ~~public~~delivering ~~and~~IMSR ~~private corporations. Since January 2019~~Plants, ~~Mr.~~there ~~Matthews~~may ~~founded and~~be ~~has~~delays ~~served~~or asunexpected ~~the~~developments ~~Chief~~at ~~Investment Officer of Hondius Capital Management, an alternative investment firm. In~~ such ~~capacity,~~later hestages ~~is responsible for the overall success~~ of ~~Hondius~~completing ~~Capital Management with a particular focus on managing all firm investments. From March 2009 until December 2018~~projects, ~~Mr.~~which ~~Matthews~~could ~~served~~cause asconstruction ~~Chief~~costs ~~Executive~~to ~~Officer~~exceed ofthe ~~Cantor Fitzgerald & Co., a leading financial services firm, where he was responsible for Cantor Fitzgerald~~Company’s ~~risk~~expectations ~~taking businesses and strategic growth. Mr. Matthews also served~~ as a ~~member of the Executive Committee of the Cantor Fitzgerald & Co. from March 2009 until December 2018. During his tenure at Cantor Fitzgerald, Mr. Matthews played~~ a ~~significant~~result ~~role~~ of the growth of the company, with significant revenue and earnings growth during his tenure. In addition, while serving as the Chief Executive Officer of Cantor Fitzgerald, Mr. Matthews founded and oversaw their sizeable SPAC business. Mr. Matthews also served on the Board of Directors of Securities Industry and Financial Markets Association (SIFMA) from January, 2011 through December, 2013. On January 20, 2022, HCM Acquisition Corp (Nasdaq: HCMA), raised $287 million in its initial public offering, led by Mr. Matthews as Chairman and CEO. On March 20, 2024, HCM closed its $690 million business combination with Murano Global Investments, Ltd., a ~~Mexican~~variety ~~development company with extensive experience in the structuring, development and assessment~~ of ~~industrial~~factors, ~~residential,~~ ~~corporate~~including ~~office,~~but ~~and~~not ~~hotel~~limited ~~projects in Mexico with a vision~~ to create competitive and leading investment vehicles for the acquisition, consolidation, operation, and development of real estate assets. Mr. Matthews received his Bachelor of Science in Finance and Economics from the Fairfield University Dolan School of Business and MBA from Hofstra University.:

~~Steven~~● ~~Bischoff, has~~failure served as our President and Chief Financial Officer since our inception and has served on our board of directors since August 2024. Mr. Bischoff is an Executive Vice President with Atlantic Home Loans, where he is responsible for the company’s strategic planning and operations. From 2010 through 2020, Mr. Bischoff was a Partner at NatAlliance Securities LLC., a broker dealer where he oversaw investment banking and asset management. He also served on the board of directors, which was responsible for oversight and the strategic direction of the business. Prior to ~~these~~secure ~~roles, his career included several senior management positions across trading, risk management,~~ and ~~operations. From~~maintain ~~2003~~environmental ~~through 2007, Mr. Bischoff was employed with Cantor Fitzgerald, where he was hired as the Head of Fixed Income Trading~~ and ~~subsequently promoted~~other topermits ~~co-COO~~or ofregulatory Capital Markets. From 1999 through 2003, Mr. Bischoff was employed with GMAC RFC, where he ran all capital markets trading and risk management. From 1992 through 1999, Mr. Bischoff was employed with Amherst Securities, where he was co-Founder and Head of Trading and Risk Management. Mr. Bischoff served as a director of HCM Acquisition Corp from the date of its initial public offering on January 20, 2022 until its successful business combination with Murano Global Investments, Ltd. on March 20, 2024. We believe that Mr. Bischoff’s extensive experience in the financial services industry and his leadership skillset will be extremely additive as a member of our board of directors.approvals;

Andrew Brenner has served as a director of HCM II Acquisition Corp since August 2024. From 2012, Mr. Brenner has served as Director and Head of International Fixed Income at Natalliance Securities, a boutique investment firm established in 1997. During his time at Natalliance Securities, Mr. Brenner has concurrently held positions of Chairman for the Childrens Cancer Fund from 2004 to 2015 and Patriot Capital from 2008-2018; Director for Maine Children’s Cancer Fund from 1998 to 2003 and Penn Basketball Board from 2014 to present day; as well as Treasurer for the Maine Jewish Museum since 2018. Prior to these positions, Mr. Brenner received a Bachelor of Arts in International Economics from the University of Pennsylvania, and a Master of Business Administration from The Wharton School. Mr. Brenner is CPA certified.35

29Table of Contents

~~Michael~~● J.failure Connor has served as a director of HCM II Acquisition Corp since August 2024. In 2016, Mr. Connor founded ThayerMahan, Inc. and has since served as the Chairman and Chief Executive Officer. Mr. Connor has also held the role of Advisor to ~~the~~complete ~~Woods Hole Oceanographic Institution since 2015. Prior to these roles, Mr. Connor served in~~ the ~~United~~interconnection ~~States Navy for over 35 years, rising~~ to ~~the~~transmission rank of Vice Admiral. During his time with the United States Navy, Mr. Connor served as the Director of the Navy Budget Office’s Ops Division from 2006 to 2008, Director of the Submarine Warfare Division from 2010 to 2011, and Director of the Warfare Integration’s Navy Staff from 2011 to 2012. Mr. Connor also served as the Commander of: Submarine Squadron 8 from 2003 to 2004, Submarine Squadron 7 from 2008 to 2010, and the Submarine Forces from 2012 to 2015. He received a Bachelor of Arts from Bowdoin College in 1980, and his Master of Arts in 2001 from the United States Naval War College. networks;

~~Jacob~~● ~~Loveless has served as~~changes ~~a director of HCM II Acquisition Corp since August 2024. Mr. Loveless is Chief Executive Officer of Edgemesh Corporation, a privately held technology firm he co-founded~~ in ~~2016.~~local ~~Additionally,~~or ~~from~~municipal ~~2016~~support ~~to 2019, Mr. Loveless served as a board director~~ for ~~Perseus Telecom Ltd., a financial services-focused telecommunications company. As a board member, Mr. Loveless had an active role in~~ the company’s restructuring, growth, and eventual acquisition of the parent company by GTT Communications (NYSE: GTT) in 2017. From 2013 to 2016, Mr. Loveless was the Chief Executive Officer of Lucera Financial Services LLC., a financial services technology firm providing exchange technology and private global network services to some of Wall Streets’ largest firms. While at Lucera, Mr. Loveless led the initial design, development, and launch of an innovative distributed matching engine (U.S. Patent 2,0140,172,644). The global financial services firm BGC Partners (NASDAQ: BGCP) acquired Lucera in 2017. From 2003 to 2013, Mr. Loveless served in various technology-focused roles at the financial services firm, Cantor Fitzgerald L.P., where he was a Partner. From 2002 to 2003, Mr. Loveless was the Chief Technology Officer and co-founder of Data Scientific Corporation, whose customers included the U.S. Department of Defense. Data Scientific was acquired by Serena Software (NYSE: MFGP) in 2006. From 2001 to 2002, Mr. Loveless served as the Director of Technology at Appian Corporation (NASDAQ: APPN), where he worked on large-scale projects for the Department of Defense, including the Army Knowledge Online. Mr. Loveless served as a director of HCM Acquisition Corp from the date of its initial public offering on January 20, 2022 until its successful business combination with Murano Global Investments, Ltd. On March 20, 2024. Given his extensive experience in the financial services and financial services technology industries combined with a long history of developing and managing large-scale and cutting-edge technology ventures, we believe Mr. Loveless serves as a valuable addition to the board of directors. project;

~~Our~~● ~~management~~unexpected ~~team~~problems has a deep understanding of the complexities of financial services companies as well as the technological requirements to be successful in the future. They have in depth knowledge of market structure and operational constraints of current mainstream financial services firms. This knowledge and understanding will be a key asset when identifying a target that might benefit significantly in the future of financial services. FinTech businesses require this intimate understanding of how businesses and markets work and how they could be augmented with ~~technology~~ inEPC ~~order~~contractor ~~to innovate~~ or ~~make~~supplier ~~the businesses more efficient.~~solvency;

~~Family~~● appeals of environmental and ~~Close~~other ~~Personal~~permits ~~Relationships~~or approvals that the Company obtains;

No● ~~family~~changes orin ~~close~~the ~~personal relationships~~regulatory ~~exist~~regime ~~between~~applicable ~~any~~to ofthe ~~our~~construction ~~directors~~of orthe ~~executive officers.~~project;

~~Involvement~~● infailure ~~Certain~~to ~~Legal~~obtain ~~Proceedings~~required financing;

~~Other~~● ~~than~~increases asin ~~described above, there are no material proceedings to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has a material~~ interest ~~adverse to our Company.~~rates;

30● failure to obtain all necessary rights to land access and use;

~~Number~~● ~~and~~failure ~~Terms~~to ofreceive ~~Office~~critical ofcomponents ~~Officers~~ and ~~Directors~~ equipment that meet design specifications;

~~Our~~● ~~board~~delays ~~of directors consists of five (5) members and is divided into three classes with only one class of directors being appointed~~ in ~~each~~scheduled ~~year,~~deliveries ~~and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing~~ of ~~our initial~~critical ~~business~~components ~~combination, only holders of our Class B Ordinary Shares will be entitled to vote on the appointment~~ and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our Public Shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B Ordinary Shares may be amended by a special resolution passed by the affirmative vote of the holders of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the ordinary shares, who, being entitled to do so, vote in person or by proxy at a general meeting of the company. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which consists of Messrs. Brenner and Connor will expire at our first annual general meeting. The term of office of the second class of directors, which consists of Mr. Bischoff and Loveless, will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Mr. Matthews will expire at the third annual general meeting.equipment;

~~Our~~● ~~officers~~failure ~~are~~to ~~appointed~~receive byquality ~~the board of directors~~ and ~~serve~~timely atperformance ~~the~~from ~~discretion~~key ofcontractors ~~the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended~~ and ~~restated memorandum and articles of association.~~vendors;

~~Director~~● ~~Independence~~increases in supplier costs, including those due to unexpected increases in inflation, currency exchange rates, tariffs, or commodity prices;

~~Nasdaq~~● ~~rules~~unforeseen ~~require~~engineering that a majority of our board of directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have three “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of the Initial Public Offering. Our board of directors has determined that Messrs. Brenner, Connor and Loveless are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.problems;

~~Committees~~● offailure by third parties to timely construct facilities that will be used by the ~~Board~~Company ofunder ~~Directors~~co-tenancy arrangements;

~~Our~~● ~~board~~work ofstoppages, ~~directors has established two standing committees: an audit committee and a compensation committee. Subject to phase-in rules~~strikes, ~~the~~labor ~~rules~~underperformance ofor ~~Nasdaq~~shortages ~~and Rule 10A-3~~ of ~~the~~skilled Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described below.labor;

~~Audit~~● ~~Committee~~inclement weather conditions;

~~Our~~● ~~board~~adverse ofenvironmental ~~directors has established an audit committee of the board of directors. Messrs. Brenner~~ and ~~Connor~~geological ~~and~~conditions; ~~Loveless serve as the members of our audit committee. Under the Nasdaq listing standards~~ and ~~applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Messrs. Brenner and Connor and Loveless are each independent.~~

~~Mr.~~● ~~Brenner~~force ~~serves~~majeure asor ~~the chairman~~other ofevents ~~the~~beyond ~~audit committee. Each member of~~ the ~~audit~~Company’s ~~committee~~control, isincluding ~~financially~~changes ~~literate~~in ~~and~~law ~~our~~or ~~board of directors has determined that Mr. Brenner qualifies as an “audit committee financial expert” as defined~~ in ~~applicable~~political ~~SEC rules~~support.

31Any failure to effectively update the design, construction, and operations of our planned IMSR Plants to ensure cost competitiveness could reduce the marketability of our designs and has the potential to impact deployment schedules.

WeUpdating ~~have~~our ~~adopted~~designs, anconstruction ~~audit committee~~models, ~~charter~~and operation models will be necessary to be competitive and attractive in the market, ~~which~~particularly ~~details~~in the ~~principal~~United States ~~functions~~where the price of power is generally lower than in certain other key markets. If we are not able to achieve and maintain cost-competitiveness of our IMSR Fuel Salt or our planned IMSR Plants in the ~~audit~~United States ~~committee~~or elsewhere, ~~including:~~our business could be materially and adversely affected.

●Successful ~~assisting~~commercialization ~~board oversight~~ of ~~(1)~~new, ~~the~~or ~~integrity~~further ofenhancements ~~our~~to ~~financial statement~~existing, ~~(2)~~alternative ~~our~~low-carbon ~~compliance~~energy ~~with~~generation ~~legal~~technologies, ~~and~~such ~~regulatory~~as ~~requirements,~~adding ~~(3)~~carbon ~~our~~capture ~~independent~~and ~~registered~~sequestration/storage ~~public~~mechanisms ~~accounting~~to ~~firm’s~~fossil ~~qualifications~~fuel ~~and~~power ~~independence~~plants, ~~and~~wind, ~~(4)~~solar, ~~the~~geothermal ~~performance~~or offusion, ~~our~~may ~~internal~~prove ~~audit~~to ~~function~~be ~~and~~more ~~independent~~cost ~~registered~~effective ~~public~~or ~~accounting~~appealing ~~firm;~~to the ~~appointment,~~global ~~compensation,~~energy ~~retention,~~markets ~~replacement,~~ and ~~oversight~~therefore ofmay adversely affect the ~~work~~market ofdemand ~~the~~for ~~independent~~our ~~auditors~~IMSR ~~and~~Plants, ~~any~~potentially ~~other~~adversely ~~independent~~affecting ~~registered~~our ~~public~~ability ~~accounting~~to ~~firm~~successfully ~~engaged~~commercialize byour ~~us;~~IMSR Plants.

● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;36

●Table setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;Contents

●The ~~meeting~~expected tomarket ~~review~~for our IMSR Plant generating electric power and ~~discuss~~high-temperature ~~our~~heat ~~annual~~may ~~audited~~be ~~financial~~superseded ~~statement~~or rendered obsolete by new technology or the novel application of existing technologies. Our estimates for the serviceable addressable market and ~~quarterly~~our ~~financial~~expectations, ~~statement~~inclusive of recent updates, with ~~management~~regards to certain unit economics are based on a number of internal and third-party estimates, including our potential contracted revenue, the ~~independent~~number ~~registered~~of ~~public~~potential ~~accounting~~customers ~~firm~~who have expressed interest in our IMSR Plant, ~~including~~assumed ~~reviewing~~prices and production and regulatory costs for our ~~specific~~IMSR ~~disclosures~~Plant, ~~under~~our ~~“Management’s~~ability ~~Discussion~~to leverage our current logistical and ~~Analysis~~operational processes, assumptions regarding our technology and general market conditions. However, our assumptions and the data underlying our estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, reducing the predictive accuracy of ~~Financial~~these ~~Condition~~underlying factors. As a result, our expected performance, our estimates of the serviceable addressable market for our products and ~~Results~~services, as well as the expected growth rate for the serviceable addressable market for our products and services, may prove to be incorrect. Any material change to our assumptions or expectations with respect to the foregoing may have a material adverse effect on our business prospects, financial condition, results of ~~Operations”;~~operations and cash flows and could harm our reputation.

●If ~~reviewing~~demand ~~and~~for ~~approving~~our ~~any~~IMSR ~~related~~Plants ~~party~~fails ~~transaction required~~ to bedevelop ~~disclosed~~sufficiently, ~~pursuant~~our tobusiness ~~Item~~and ~~404~~operations ofcould ~~Regulation~~suffer, ~~S-K~~and ~~promulgated~~we bywould ~~the~~be ~~SEC~~unable ~~prior~~ to usachieve ~~entering~~or ~~into~~maintain ~~such transaction; and~~profitability.

●The ~~reviewing~~viability ~~with management, the independent registered public accounting firm,~~ and ~~our~~continued ~~legal~~growth ~~advisors,~~in asdemand ~~appropriate,~~for ~~any~~new ~~legal,~~nuclear ~~regulatory or compliance matters~~technologies, ~~including any correspondence with regulators or government agencies~~ and ~~any~~in ~~employee~~turn, ~~complaints or published reports that raise material issues regarding~~ our ~~financial~~IMSR ~~statement~~Plant, ormay ~~accounting~~be ~~policies~~impacted ~~and any significant changes in accounting standards or rules promulgated~~ by ~~the~~many ~~Financial~~factors ~~Accounting~~outside ~~Standards~~of ~~Board~~our control, ~~the SEC or other regulatory authorities.~~including:

~~Compensation~~● ~~Committee~~market acceptance of nuclear energy;

~~Our~~● ~~board~~cost ofcompetitiveness, ~~directors~~reliability ~~has established~~and aperformance ~~compensation committee~~ of our ~~board~~IMSR ofPlants ~~directors.~~compared ~~The~~to ~~members~~conventional ~~of our compensation committee are Messrs. Brenner, Connor~~ and ~~Loveless.~~renewable ~~Mr.~~energy ~~Connor~~sources ~~serves as chair of the compensation committee. Under the Nasdaq listing standards~~ and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Messrs. Brenner, Connor, and Loveless are each independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:products;

● ~~reviewing and approving on an annual basis~~ the ~~corporate~~extent ~~goals and objectives relevant~~ to ~~our~~which ~~chief~~the ~~executive~~nuclear ~~officer’s~~power ~~compensation,~~industry ~~evaluating~~and ~~our~~broader ~~chief~~energy ~~executive~~industries ~~officer’s~~are ~~performance~~deregulated into ~~light~~permit ofquicker ~~such goals~~ and ~~objectives~~broader ~~and~~adoption ~~determining and approving the remuneration (if any)~~ of ~~our~~nuclear ~~chief~~electricity ~~executive officer’s based on such evaluation~~generation;

● ~~reviewing~~the cost and ~~making~~availability ~~recommendations to our board~~ of ~~directors~~skilled ~~with respect to the compensation~~labor, ~~and~~key ~~any~~materials ~~incentive compensation~~ and ~~equity~~components ~~based~~used ~~plans~~in ~~that~~the ~~are~~production ~~subject to board approval~~ of ~~all of~~ our ~~other~~IMSR ~~officers~~Plants;

● ~~reviewing~~prices ~~our~~of ~~executive~~traditional ~~compensation~~utility-provided ~~policies~~energy ~~and plans~~sources; and

● ~~implementing~~the ~~and~~emergence, ~~administering~~continuance, ~~our~~or ~~incentive~~success ~~compensation~~of, ~~equity-based~~or ~~remuneration~~increased ~~plans;~~government support for, other alternative energy generation technologies and products.

●Reduction ~~assisting~~in ~~management~~energy demand or changes in ~~complying~~climate-related ~~with~~policies may change market conditions, reducing our ~~proxy~~product’s ~~statement~~competitiveness and ~~annual~~affecting ~~report~~our ~~disclosure~~performance. ~~requirements;~~If demand does not grow, our business and operations could suffer, which would have an adverse impact on our ability to grow our business and we could be unable to achieve or maintain profitability.

32Our IMSR Plant design may not attract customers as quickly as we expect, or at all.

●IMSR ~~approving~~and ~~all~~other ~~special~~advanced ~~perquisites,~~nuclear ~~special~~technologies ~~cash~~are ~~payments~~relatively new and ~~other~~unproven ~~special~~and ~~compensation~~may ~~and~~be ~~benefit~~more ~~arrangements~~costly ~~for~~than alternatives. Accordingly, adoption of our ~~executive~~technology, ~~officers~~IMSR Plants or advanced nuclear technologies generally, among our potential customers may progress more slowly than we anticipate, or it may be more expensive to bring potential customers into our pipeline. Any delay or failure to sell IMSR Plants to our customers may have a material and ~~employees;~~adverse impact on our business and financial condition.

~~● producing a report on executive compensation to be included in our annual proxy statement; and~~37

●Table ~~reviewing,~~of ~~evaluating and recommending changes, if appropriate, to the remuneration for directors.~~Contents

~~The~~Customers ~~charter also provides that the compensation committee~~ may, inrescind ~~its sole discretion, retain~~ or ~~obtain~~back ~~the~~out ~~advice~~ of anon-binding ~~compensation~~agreements ~~consultant,~~due ~~legal~~to ~~counsel~~various ~~or other adviser and will be directly responsible for the appointment~~reasons, ~~compensation~~which ~~and~~could ~~oversight~~adversely ofaffect ~~the~~our ~~work~~revenue ~~of any such adviser. However~~streams, ~~before~~ ~~engaging~~project ~~or receiving advice from a compensation consultant~~timelines, ~~external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq~~ and ~~the~~overall ~~SEC~~financial performance.

We have ~~not~~entered ~~formally~~into ~~established any~~and ~~specific~~may enter into additional non-binding agreements, ~~minimum~~such ~~qualifications~~as ~~that~~a ~~must~~memorandum beof ~~met~~understanding or ~~skills~~a ~~that~~letter ~~are~~of ~~necessary~~interest with customers for ~~directors~~the purchase of power or to ~~possess~~collaborate on projects. InThese ~~general,~~memoranda inof ~~identifying~~ understanding and ~~evaluating~~letters ~~nominees~~of ~~for~~interest ~~director,~~are ~~our~~non-binding ~~Board~~and ofthe ~~Directors~~underlying ~~considers~~contracts ~~educational~~may ~~background,~~not ~~diversity~~come to fruition as a result of, ~~professional~~among ~~experience~~other things, ~~knowledge of~~changes ~~our~~in business, ~~integrity~~priorities, ~~professional~~financial ~~reputation~~constraints, ~~independence~~regulatory changes, ~~wisdom~~force majeure events, ~~and~~failure ~~the~~to ~~ability~~obtain necessary approvals, or failure to ~~represent~~meet ~~the~~contractual ~~best~~obligations ~~interests~~by either party. The termination of these agreements could adversely affect our ~~shareholders~~business. ~~Prior~~ For example, while we expect to ~~our~~enter ~~initial~~into ~~business~~agreements ~~combination,~~with ~~holders~~the ofTexas ~~our~~A&M ~~Public~~University ~~Shares~~System doto ~~not~~construct ~~have~~an IMSR Plant at the ~~right~~Texas A&M-RELLIS campus site in accordance with our December 2024 MOU, no assurances can be given as to ~~recommend~~whether ~~director~~or ~~candidates~~when ~~for~~we ~~nomination~~ may be able to ~~our~~do ~~Board~~so. Additionally, loss of ~~Directors~~planned customers or projects may negatively impact our reputation and future business prospects.

~~Code~~Our ofcost ~~Ethics~~estimates are sensitive to broader economic factors, and our ability to control or manage our costs may be limited.

WeCapital ~~have~~and ~~adopted~~operating acosts ~~code~~for ~~of ethics~~the ~~applicable~~deployment toof our ~~directors~~first commercial IMSR Plant may be difficult to project, ~~officers~~are ~~and~~inherently ~~employees~~variable ~~(the~~and ~~“Code~~are ofsubject ~~Ethics”).~~to Wesignificant ~~have~~change ~~filed~~based on a ~~copy~~variety of ~~our~~factors, ~~Code~~including ofsite ~~Ethics and~~specific ~~our~~factors, ~~Audit~~customer ~~Committee~~off-take ~~and~~requirements, ~~Compensation~~regulatory ~~Committee~~oversight, ~~charters~~operating asagreements, ~~exhibits~~supply tochain ~~this~~availability, ~~Report.~~inflation, ~~Our~~cost ~~shareholders~~escalations ~~are~~for ~~also~~first-of-a-kind ~~able~~technologies toand ~~review~~other ~~these documents~~factors. byOpportunities ~~accessing~~for ~~our~~cost ~~public~~reductions ~~filings~~with atsubsequent ~~the~~deployments ~~SEC’s~~are ~~website~~similarly ~~at www~~uncertain.~~sec.gov.~~ InTo ~~addition,~~the aextent ~~copy~~cost ofreductions ~~the~~are ~~Code~~not ofachieved ~~Ethics will~~within bethe ~~provided~~expected ~~without~~timeframe ~~charge~~or ~~upon~~magnitude, ~~request~~the ~~from~~IMSR ~~us.~~Plant Wemay ~~intend~~not tobe ~~disclose~~cost ~~any~~competitive ~~amendments~~with toalternative ortechnologies, ~~waivers~~which ofcould ~~certain~~materially ~~provisions~~and ofadversely affect our ~~Code~~ ofexpected ~~Ethics~~revenues, ingross amargins ~~Current~~and ~~Report~~unit oneconomics ~~Form~~and ~~8-K~~levelized cost expectations.

~~Conflicts~~Competition from existing or new competitors or technologies domestically and internationally could cause us to experience one or more of ~~Interest~~downward pressures on prices, lower customer demand for our products and services, reduced margins, the inability to take advantage of new business opportunities and the loss of market share.

~~Under~~We ~~Cayman~~operate ~~Islands~~in ~~law, directors~~highly competitive markets and ~~officers~~are ~~owe~~subject ~~the~~to ~~following~~competition ~~fiduciary~~based ~~duties:~~upon ~~duty~~product todesign, ~~act~~performance, intechnology, ~~good~~pricing, ~~faith~~quality, inand ~~what~~services, ~~the~~from ~~director~~competing nuclear suppliers as well as from alternative means of producing electricity and/or ~~officer~~heat. ~~believes~~There toare bea number of advanced reactor designs, and advanced reactor projects, under development in the ~~best~~United States. ~~interests~~Many of these designs are involved in pre-application review with the ~~company~~USNRC. Our asadvanced adesign, ~~whole~~projected product design performance, engineering expertise, and quality control have been important factors in our growth; nonetheless other companies providing competing technologies could capture customers or market share from us, which could have a material adverse effect on our business or financial condition.

●Moreover, ~~duty~~our competitors may develop or adopt technologies that are superior, more efficient, more effective, and/or more attractive to ~~exercise~~prospective ~~powers~~customers ~~for~~compared ~~the~~to ~~purposes~~our ~~for~~technologies ~~which~~(on ~~those~~a ~~powers~~price-to-value ~~were~~basis, ~~conferred~~operational impact, or otherwise), or may adapt more quickly to leverage new or emerging technologies or meet new or evolving regulatory requirements in our target markets. We will need to anticipate and respond to these changes by enhancing our offerings and/or internal processes in order to maintain our competitive position, but we may not ~~for~~be asuccessful ~~collateral~~in ~~purpose~~doing so. In such scenarios, the Company may not be able to commercialize the IMSR Plant.

●For ~~duty~~sales and/or deployments outside of jurisdictions with highly-developed nuclear regulatory frameworks, some of our foreign competitors currently benefit from, and others may benefit in the future from, permissive regulatory and licensing regimes and/or from protective measures by their home countries where governments are providing financial support, including significant investments in the development of new technologies. Those competitors may have a competitive advantage if they are able to ~~not~~obtain ~~improperly~~approvals, ~~fetter~~or if they can demonstrate to potential customers the ~~exercise~~value and benefits of ~~future~~their ~~discretion;~~products and services, particularly in jurisdictions that have less stringent nuclear regulatory requirements. These competitors may have access to greater sources of funding to develop and commercialize their products than we do, whether as a result of potential competitive advantages or from supportive national governments, and may be able to substantially discount sales costs of nuclear plants in their respective markets. This market environment may result in increased pressures on our pricing and other competitive factors.

~~● duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;~~38

●Table ~~duty~~of ~~not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and~~Contents

●Substantial ~~duty~~governmental tosupport ~~exercise~~for ~~independent~~competing ~~judgment~~technologies or their fuel supply may reduce our competitive advantages.

InThe ~~addition~~U.S. togovernment ~~the~~has ~~above, directors~~announced ~~also~~initiatives ~~owe~~to support a ~~duty~~variety of ~~care~~Generation ~~which~~IV isSMR ~~not~~technologies, ~~fiduciary~~including inour ~~nature~~technology and competing technologies. ~~This~~Among ~~duty~~other ~~has~~programs, ~~been~~the ~~defined~~U.S. asDepartment aof ~~requirement~~Energy has announced programs designed to ~~act~~support asthe creation of a ~~reasonably diligent~~U.S. ~~person~~supply ~~having~~chain ~~both~~for HALEU. Should the ~~general~~Federal ~~knowledge~~Government seek to preferentially support competing nuclear technologies, ~~skill~~we ~~and~~may experience ~~that~~a ~~may~~loss ~~reasonably~~in becompetitive ~~expected~~position ofin aour ~~person~~sector. ~~carrying~~For ~~out~~example, should the ~~same functions~~U.S. asgovernment ~~are~~provide ~~carried~~the ~~out~~substantial byfunding ~~that~~we ~~director~~believe inwould ~~relation~~be necessary to ~~the~~establish ~~company~~a ~~and~~domestic ~~the~~HALEU ~~general~~supply ~~knowledge~~chain at commercial scale, ~~skill~~then ~~and~~the ~~experience~~competitive advantage of ~~that~~our ~~director~~choice of SALEU as a fuel for the IMSR Plant would be reduced.

33Changes in the availability and cost of electricity, natural gas, oil and other forms of energy are subject to volatile market conditions that could adversely affect our business prospects, financial condition, results of operations and cash flows.

~~Below~~The isprices afor ~~table~~and ~~summarizing the~~availability ~~entities~~of electricity, natural gas, oil and other energy resources are subject to volatile market conditions. We do not control these market conditions, which are, moreover, often affected by political and economic factors beyond our ~~executive~~control. ~~officers~~Decreases in energy prices, or changes in nuclear energy costs relative to other forms of energy, may adversely affect our business. To the extent that these uncertainties cause suppliers and ~~directors~~customers ~~currently~~to ~~have~~be ~~fiduciary~~more ~~duties~~cost sensitive or ~~contractual~~to ~~obligations:~~adjust their business plans and operations, decreased energy prices may have an adverse effect on our business prospects, financial condition results of operations and cash flow.

~~Individual~~The ~~Entity~~potential ~~Entity’s~~disruption ~~Business~~of ~~Affiliation~~uranium ~~Shawn~~supply ~~Matthews~~chains ~~Hondius~~makes ~~Capital~~long-range ~~Management,~~planning LP Investment Management Chief Investment Officer Murano Global Investments PLC Hospitality and Real Estate Director Steven Bischoff Atlantic Home Loans Investment Management Executive Vice President Andrew Brenner National Alliance Securities Investment Management Managing Director Michael Juncertain. ~~Connor ThayerMahan, Inc. Technology and Infrastructure Chief Executive Officer Jacob Loveless Edgemesh Corporation Technology and Infrastructure Chief Executive Officer~~

AsOur ~~set~~IMSR ~~out~~technology ~~above,~~depends ~~directors have~~on a ~~duty~~reliable ~~not~~supply toof ~~put~~enriched ~~themselves~~uranium, inand asupply ~~position~~restrictions ~~of conflict~~ and ~~this~~major ~~includes~~cost aincreases ~~duty not to engage~~ in ~~self-dealing, or to otherwise benefit as a result of their position at~~ the ~~expense~~international ofmarket ~~the~~for ~~company.~~natural ~~However~~uranium, inuranium ~~some~~enrichment, ~~instances what would otherwise be a breach of this duty can be forgiven~~ and/or ~~authorized~~conversion inservices ~~advance~~could byhave ~~the~~a ~~shareholders~~material ~~provided~~adverse ~~that~~effect ~~there~~on isour ~~full~~business, ~~disclosure~~financial bycondition, ~~the directors. This can be done by way of permission granted in the memorandum~~ and ~~articles~~results of ~~association or alternatively by shareholder approval at general meetings~~operations. ~~Each~~ ofOur ~~our~~revenue ~~officers~~necessarily ~~and~~is ~~directors~~dependent ~~presently has~~upon, and ~~any~~affected ofby, ~~them~~the inlong ~~the~~and ~~future~~short-term ~~may~~availability ~~have~~of ~~additional~~uranium, ~~fiduciary, contractual or other obligations or duties to one or more other entities pursuant to~~ which ~~such officer or director~~ is orsubject ~~will be required~~ to ~~present~~significant ~~a business combination opportunity to such entities~~volatility. ~~Accordingly,~~The ifinternational ~~any~~market ~~of our officers or directors becomes aware of a business combination opportunity which is suitable~~ for anuranium ~~entity to which he or she~~ has ~~then~~been ~~current~~and ~~fiduciary or contractual obligations, he or she~~ will ~~honor~~continue ~~his or her fiduciary or contractual obligations~~ to ~~present~~be ~~such~~affected ~~business~~by ~~combination~~numerous ~~opportunity~~factors tobeyond ~~such~~our ~~other entity, subject to their fiduciary duties under Cayman Islands law~~control. ~~Our~~These ~~amended~~factors ~~and~~include ~~restated memorandum and articles of association provide that, to~~ the ~~fullest~~demand ~~extent~~for ~~permitted~~nuclear ~~by law: (i) no individual serving as a director or an officer shall have any duty~~power, ~~except~~political and toeconomic ~~the~~conditions ~~extent expressly assumed by contract, to refrain from engaging directly or indirectly~~ in ~~the~~uranium ~~same~~producing ~~or similar business activities or lines of business as us,~~ and ~~(ii)~~consuming ~~we renounce any interest or expectancy in~~countries, oruranium inproduction ~~being~~levels ~~offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand,~~ and ~~us,~~costs ~~on the other or (b) the presentation~~ of ~~which would breach an existing legal obligation of a director or officer to any other entity~~production. ~~We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.~~

InThe ~~addition,~~cost ~~our~~of ~~Sponsor~~electricity and ~~our~~ ~~officers~~heat ~~and~~generated ~~directors~~from ~~may~~nuclear ~~sponsor~~sources ormay ~~form~~not ~~other~~be ~~special~~cost ~~purpose~~competitive ~~acquisition~~with ~~companies~~other ~~similar~~electricity togeneration ~~ours~~sources and/or ~~may~~heat ~~pursue~~generated from other ~~business or~~sources ~~investment ventures during the period~~ in ~~which~~some ~~we are seeking an initial business combination. As a result~~markets, ~~our~~which ~~Sponsor,~~could ~~officers~~materially and ~~directors~~ ~~could~~adversely ~~have~~affect ~~conflicts~~our ~~of interest in determining whether to present~~ business ~~combination~~prospects, ~~opportunities~~financial ~~to us or to any other special purpose acquisition company with which they may become involved. Any such companies~~condition, ~~businesses~~results ~~or investments may present additional conflicts~~ of ~~interest~~operations inand ~~pursuing~~cash ~~an initial business combination target~~flow. ~~However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.~~

~~Potential~~Many ~~investors~~U.S. electricity ~~should~~markets ~~also~~price beelectric ~~aware~~energy, heat, capacity, and/or ancillary services on a competitive basis, with market prices subject to substantial fluctuations. Other markets remain heavily regulated by state or local utility regulatory authorities, with power or heat purchase decisions by electric utilities subject to various competitiveness or prudence tests. As a result of competitive pressures, some electricity markets experience low marginal energy and heat prices at certain times due to a combination of subsidized generating resources, competitors with low-cost or no-cost fuel sources, or market-design features that create incentives for certain attributes or deliver revenue in unpredictable ways over time, and we may not be able to compete in these markets unless the ~~following~~benefits ~~other~~of ~~potential conflicts~~our SALEU-fuel nuclear plant using our advanced technology and business model are sufficiently valued. Even in markets that price reliable capacity on a long-term basis, there is no guarantee that our IMSR Plants will be sufficiently low-cost so as to clear auction-style capacity markets, or to attract customers to sign power purchase agreements with our IMSR Plants on commercially acceptable terms, and, further, clearing in any one (1) year is no guarantee of ~~interest:~~similar outcome in successive years.

●Given ~~Our~~the ~~officers~~relatively ~~and~~lower ~~directors~~electricity ~~are~~prices ~~not~~and ~~required~~higher ~~to,~~availability ~~and~~of ~~will~~power ~~not,~~in ~~commit~~the ~~their~~United States ~~full~~when ~~time~~compared to ~~our~~many ~~affairs~~international markets, ~~which~~the risk may ~~result~~be ingreater awith ~~conflict~~respect ofto ~~interest~~business in ~~allocating~~the ~~their~~United States. ~~time~~Regardless ~~between~~of ~~our~~jurisdiction, ~~operations~~however, ~~and~~failure ~~our~~of ~~search~~the ~~for~~cost aof ~~business~~electricity ~~combination~~ and ~~their~~heat ~~other~~generated ~~businesses.~~from Weour doIMSR ~~not~~Plants ~~intend~~ to ~~have~~be ~~any~~cost ~~full-time~~competitive ~~employees~~with ~~prior~~electricity toand/or ~~the~~heat ~~completion~~generated offrom ~~our~~other ~~initial~~sources, ~~business~~will ~~combination.~~limit ~~Each~~our ofability ~~our~~to ~~officers~~charge isa ~~engaged~~premium inrelative ~~several~~to other ~~business~~energy ~~endeavors~~sources, ~~for~~ which hecould ~~may~~materially beand ~~entitled~~adversely toaffect ~~substantial compensation, and~~ our ~~officers~~business ~~are~~prospects, ~~not~~financial ~~obligated~~condition, toresults ~~contribute any specific number~~ of ~~hours~~operations ~~per~~and ~~week~~cash ~~to our affairs~~flows.

3439

●Table ~~Our Initial Shareholders purchased Class B Ordinary Shares prior to the date~~ of the prospectus dated August 15, 2024 and have purchased Private Placement Warrants in a transaction that closed simultaneously with the closing of that offering. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Class B Ordinary Shares and Public Shares in connection with the completion of our initial business combination. Additionally, our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their Class B Ordinary Shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the Private Placement Warrants will expire worthless. Furthermore, our Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Class B Ordinary Shares and any Class A Ordinary Shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the Class B Ordinary Shares will be released from the lockup. The Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.Contents

● Our ~~officers~~illustrative ~~and~~unit ~~directors~~economics ~~may~~and ~~have~~levelized acost ~~conflict~~information ofare ~~interest~~subject ~~with respect~~ to ~~evaluating~~significant arisks, ~~particular~~assumptions, ~~business~~estimates, ~~combination~~and ifuncertainties. ~~the~~As ~~retention~~a orresult, ~~resignation~~our ofactual ~~any~~revenues, ~~such~~timing ~~officers~~for ~~and~~achieving ~~directors~~business ~~was~~milestones, ~~included~~expenses, bycapital aexpenditures, ~~target~~profitability ~~business~~and ascash aflows ~~condition~~may todiffer ~~any~~materially ~~agreement~~from ~~with respect to~~ our ~~initial business combination~~expectations.

WeOur illustrative unit economics and levelized cost information are ~~not~~subject ~~prohibited~~to ~~from pursuing~~significant anrisks, ~~initial~~assumptions, ~~business~~estimates ~~combination~~and ~~with~~uncertainties. aThey ~~company~~reflect ~~that~~our isthen-current ~~affiliated~~views with ~~our~~respect ~~Sponsor,~~to ~~officers~~future events or ~~directors,~~our ~~non-managing~~future ~~sponsor investors~~financial performance, orwere ~~completing~~based ~~the~~on ~~business~~assumptions, ~~combination~~and ~~through~~involved aknown ~~joint~~and ~~venture~~unknown orrisks, ~~other~~uncertainties ~~form~~and ofother ~~shared~~factors ~~ownership~~which ~~with~~may cause our ~~Sponsor~~actual results, ~~officers~~ performance or ~~directors,~~achievements orto ~~non-managing~~be ~~sponsor~~materially ~~investors.~~different Infrom ~~the~~any ~~event~~future weresults, ~~seek~~performance toor ~~complete~~achievements ~~our~~expressed ~~initial~~or ~~business~~implied ~~combination~~by ~~with~~the aillustrative ~~company~~unit ~~that is~~economics ~~affiliated~~and ~~(as~~levelized ~~defined~~cost ininformation ~~our~~that ~~amended~~we ~~and~~may ~~restated~~provide ~~memorandum~~from ~~and~~time ~~articles~~to oftime. ~~association)~~We ~~with~~may ~~our~~not ~~Sponsor,~~actually ~~officers~~achieve orthe ~~directors~~plans, ~~we,~~ expectations or aobjectives ~~committee~~contemplated ofby ~~independent~~our ~~directors,~~illustrative ~~will~~unit ~~obtain~~economics anand ~~opinion~~levelized ~~from~~cost aninformation, ~~independent~~and ~~investment~~the ~~banking~~underlying ~~firm~~assumptions ormay ~~another~~prove ~~independent entity~~incorrect. ~~that~~Such ~~commonly~~deviations ~~renders~~may ~~valuation~~be ~~opinions,~~due ~~stating~~to ~~that~~factors ~~the~~outside ~~consideration~~our tocontrol beor ~~paid~~currently byunknown to us. inFor ~~such~~example, anour ~~initial~~actual revenues, timing for achieving business ~~combination is~~milestones, ~~fair~~expenses, tocapital ~~our~~expenditures, ~~company~~profitability ~~from~~and acash ~~financial~~flows ~~point~~may ofdiffer ~~view.~~materially Wefrom ~~are~~our ~~not~~expectations. ~~required~~Therefore, toundue ~~obtain~~reliance ~~such~~should annot ~~opinion~~be inplaced on any ~~other~~such ~~context~~data.

~~Prior~~The toIMSR orplants ~~in connection with the completion of our initial business combination, there~~ may benot ~~payment~~operate byas the company to our Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust accountplanned.

WeThe ~~cannot~~success ~~assure~~of ~~you~~our ~~that any~~business will depend, among other things, on the amount of electricity and heat produced by the ~~above~~IMSR ~~mentioned~~plants ~~conflicts~~we ~~will~~develop. beA ~~resolved~~number inof different factors, including plant start-up issues, degradation of our ~~favor~~IMSR Core-unit at a faster rate than anticipated, latent defect, design error, operator error, slow response to outages due to underperforming monitoring systems, poor weather conditions and vandalism or theft could adversely affect the amount of nuclear power produced, and thus reduce revenues. Even if our IMSR plants do perform as expected, external factors such as grid connectivity issues may affect their output. Unplanned outages or prolonged downtown for maintenance and repair typically increase operation and maintenance expenses and reduce revenues as a result of diminished output. We do not have current plans to carry insurance coverage for, or employ other risks sharing structures, to mitigate all risks associated with the successful delivery and performance of the IMSR plant.

InAny ~~the~~actual ~~event~~or ~~that~~perceived wesafety ~~submit our~~or ~~initial~~reliability ~~business~~issues ~~combination~~may toresult ~~our~~in ~~public~~significant ~~shareholders~~reputational ~~for~~harm ato ~~vote,~~ our ~~Sponsor~~businesses, ~~officers~~in ~~and~~addition ~~directors have agreed~~ to ~~vote~~tort ~~their Class~~liability ~~B Ordinary Shares,~~ and ~~they and the~~ other ~~members~~costs ofthat ~~our~~may ~~management~~arise. ~~team~~Such ~~have~~issues ~~agreed~~could toresult ~~vote~~in ~~their~~delaying ~~Class B Ordinary Shares and any shares purchased during~~ or ~~after~~cancelling ~~the~~planned ~~offering~~deployments ~~in favor~~ of ~~our~~IMSR ~~initial business combination~~plants, ~~aside~~increased ~~from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act~~regulation, ~~which~~or ~~would~~other ~~not~~systemic ~~be voted in favor of approving the business combination transaction~~consequences. ~~The~~ ~~non-managing~~Our ~~sponsor~~inability ~~investors are not required~~ to ~~(i)~~meet ~~hold~~safety ~~any~~standards ~~units, Class A Ordinary Shares~~ or ~~Public~~adverse ~~Warrants~~publicity ~~they~~affecting ~~may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A Ordinary Shares they may own at the applicable time in favor of~~ our ~~initial~~reputation business combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of our initial business combination. The non-managing sponsor investors will have the same rights to the funds held in the trust account with respect to the Class A Ordinary Shares underlying the units they may purchase in the Initial Public Offering as ~~the~~a ~~rights~~result ~~afforded to our other public shareholders. However, if the non-managing sponsor investors purchase all~~ of ~~the~~accidents ~~units~~or ~~for~~mechanical ~~which~~failures ~~they~~could have ~~expressed to us an interest in purchasing or otherwise hold~~ a ~~substantial~~material ~~number~~adverse ofeffect ~~our~~on ~~units, then the non-managing sponsor investors will potentially have different interests than~~ our ~~other public shareholders in approving our initial~~ business ~~combination~~ and ~~otherwise~~financial ~~exercising their rights as public shareholders because of their indirect ownership of Class B Ordinary Shares as further discussed in this Report~~condition.

35We and our customers operate in a politically sensitive environment, and the public perception of nuclear energy and radioactive materials could materially and adversely affect us, our customers, and the markets in which we operate.

~~Limitation~~Successful onexecution ~~Liability~~of our business model is dependent upon public support for nuclear power in the United States and ~~Indemnification~~other countries. The risks associated with uses of ~~Officers~~radioactive materials, both in our nuclear facilities and ~~Directors~~ the public perception of those risks, can affect our business. Opposition by third parties can delay or prevent the licensing and construction of new nuclear power facilities and in some cases can limit the operation of nuclear reactors. Adverse public reaction to developments in the use of nuclear power could directly affect our customers and indirectly affect our business. In addition, journalists, trade press, and other third parties, potentially including one or more of the agencies with regulatory jurisdiction over us, may publish statements that negatively affect the public or political perception of us. We may also face adverse public or political perception due to a variety of environmental and social factors, including as relevant standards continue to evolve. Stakeholder and policymaker expectations on such matters are not uniform, and any failure to successfully navigate such expectations may result in various adverse impacts. Adverse public opinion or political perceptions could result in increased regulatory requirements and costs or increase the likelihood that our operations are subject to liabilities and adverse claims, and directly affect our customers and indirectly affect our business. In the past, adverse public reaction, increased regulatory scrutiny and related litigation have contributed to extended licensing and construction periods for new nuclear power facilities, sometimes delaying construction schedules by decades or more, or even shutting down operations at already-constructed nuclear power facilities.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.40

~~Our~~Table ~~officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim~~ of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.Contents

~~Our~~Incidents ~~indemnification~~involving ~~obligations may~~nuclear ~~discourage~~energy ~~shareholders~~facilities, ~~from~~including ~~bringing~~accidents, aterrorist ~~lawsuit~~acts ~~against our officers~~ or ~~directors~~other ~~for~~high-profile ~~breach~~events ofinvolving ~~their~~radioactive ~~fiduciary~~materials, ~~duty.~~could ~~These~~materially ~~provisions also~~and ~~may~~adversely ~~have~~affect the ~~effect~~public perception of ~~reducing~~ the ~~likelihood~~safety of ~~derivative~~nuclear ~~litigation~~energy, ~~against~~and ~~our~~such ~~officers~~adverse ~~and~~effects ~~directors,~~could ~~even~~potentially ~~though~~decrease ~~such~~demand anfor ~~action, if~~nuclear ~~successful~~energy, ~~might~~increase ~~otherwise~~regulatory ~~benefit~~requirements us and ~~our shareholders. Furthermore~~costs, aor ~~shareholder’s~~result ~~investment~~in ~~may~~liability beor ~~adversely~~claims ~~affected to~~that ~~the~~could ~~extent~~materially ~~we pay the costs of settlement~~ and ~~damage~~adversely ~~awards~~affect ~~against~~ our ~~officers and directors pursuant to these indemnification provisions~~business.

WeSuccessful ~~believe~~execution ~~that~~of ~~these~~our ~~provisions~~business model is dependent upon public support for nuclear power, in general, in the ~~insurance~~United States and other countries. Any significant incident affecting a nuclear energy facility could materially damage public perception of nuclear power. Similarly, adverse public reaction to such incidents (for example, incidents involving incidents at Three Mile Island, Chernobyl and most recently Fukushima) led to increased public and regulatory scrutiny, which contributed to extended licensing and construction periods for new nuclear power plants, sometimes delaying construction schedules by decades or more or even shutting down operations at already-constructed nuclear power facilities. If a high-visibility or high-consequence nuclear incident, including the ~~indemnity~~loss ~~agreements~~or ~~are~~mishandling ~~necessary~~of nuclear materials, or other event, such as a terrorist attack involving a nuclear facility, occurs, public opposition to ~~attract~~nuclear power may increase dramatically, regulatory requirements and ~~retain~~costs ~~talented~~could become more onerous or prohibitory. Such an incident could also impact customer demand for heat, electricity, or fuel derived from nuclear energy. Any of these effects could materially and ~~experienced~~adversely ~~officers~~affect our business prospects, financial condition, results of operations and ~~directors~~cash flows.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

~~Trading~~The ~~Policies~~direct and indirect impact on us and our customers from severe weather and other effects of climate change and the economic impacts of the transition to low-emissions energy, could adversely affect our financial condition, operating results, and cash flows.

OnOur ~~March~~operations ~~31,~~and ~~2025~~properties, ~~we adopted~~and ~~insider~~those ~~trading~~of ~~policies~~our ~~and~~customers, ~~procedures~~may ~~governing~~in the ~~purchase~~future be adversely impacted by flooding, ~~sale~~wildfires, high winds, drought and~~/or~~ other ~~dispositions~~effects of ~~our~~severe ~~securities~~weather conditions that may be caused or exacerbated by ~~directors~~ climate change. These events can force our customers to suspend operations at impacted properties and may result in significant damage to such properties. Even if these events do not directly impact us or our customers, ~~officers~~they may indirectly impact us and ~~employees~~our customers through increased insurance, ~~which~~energy ~~are~~or ~~reasonably~~other ~~designed~~costs. In addition, although the ongoing transition to ~~promote~~low-emissions ~~compliance~~energy ~~with~~is ~~insider~~creating ~~trading~~significant ~~laws~~opportunities for us and our customers, ~~rules~~the transition also presents certain risks, including macroeconomic risks related to higher energy costs and ~~regulations~~ energy shortages, among other things. These direct and ~~applicable~~indirect ~~stock~~impacts ~~exchange~~from ~~listing~~climate ~~standards~~change ~~(the~~could ~~“Insider~~adversely ~~Trading~~affect ~~Policy”)~~our financial condition, operating results, supply chain and cash flows.

The ~~foregoing~~occurrence ~~description~~ of ~~the~~adverse ~~Insider~~events, ~~Trading~~cancellations ~~Policy~~of ~~does~~significant ~~not~~projects, ~~purport~~delays toin beproject ~~complete~~timelines, ~~and~~adjustments ~~is qualified~~ in ~~its~~cost ~~entirety~~structures, ~~by the terms~~ and ~~conditions~~other ofnegative ~~the~~developments ~~Insider Trading~~announced ~~Policy,~~by acompetitors ~~copy~~could ofhave ~~which~~an isimpact ~~attached~~on ~~hereto~~our asoperations, ~~Exhibit~~financial 19performance, and isfuture ~~incorporated herein by reference~~prospects.

~~Compensation~~The ~~Recovery~~occurrence ~~and~~of ~~Clawback~~newsworthy ~~Policy~~events in the nuclear industry as a whole, including, but not limited to, the delay of major projects, inflated cost adjustments, fluctuations in product pricing strategies, cancellations of public offerings, customer withdrawals, or disruptions in supply chain adversely affect our business in several ways, including:

~~Under~~●Negative ~~the~~news ~~Sarbanes-Oxley~~or ~~Act, in~~events ~~the~~associated ~~event~~with ofindustry ~~misconduct~~peers ~~that~~may ~~results~~lead into adecreased ~~financial~~investor ~~restatement~~confidence ~~that~~in ~~would~~the ~~have reduced a previously paid incentive amount~~sector, wewhich ~~can recoup~~could ~~those~~impact ~~improper~~the ~~payments~~broader ~~from our executive officers. The SEC has also recently adopted rules that direct national~~ stock ~~exchanges to~~market ~~require~~performance ~~listed~~of companies tooperating ~~implement~~within ~~policies~~the ~~intended~~industry, toincluding ~~recoup bonuses paid to executives if~~ the ~~company is found to have misstated its financial results~~Company.

36●Adverse events in competitor firms may alter the competitive landscape, affecting market share dynamics, pricing strategies, and overall positioning within the industry. This could impact our ability to retain or expand our market presence.

On●Changes ~~March~~in ~~31,~~market ~~2025,~~dynamics ~~our Board~~influenced ofby ~~Directors~~competitors’ actions, ~~approved~~such ~~the~~as ~~adoption~~inflated ofcost ~~the~~adjustments ~~Executive~~or ~~Compensation~~potential ~~Clawback Policy (the “Clawback Policy”)~~cancellations, incould ~~order to~~have ~~comply~~ripple ~~with~~effects ~~the~~on ~~final~~our ~~Clawback~~financial ~~rules~~stability ~~adopted by the SEC under Rule 10D-1 under the Exchange Act (the “Rule”),~~ and ~~the listing standards~~profitability, asinfluencing ~~set~~our ~~forth~~financial inmetrics ~~Rule~~and ~~5608~~potentially ofimpacting ~~the~~investor ~~Nasdaq Listing Rules (the “Final Clawback Rules”)~~perceptions.

The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.

~~Item 11. Executive Compensation.~~41

~~None~~Table of our executive officers or directors have received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account:Contents

●While ~~Repayment~~we ofimplement uprisk tomitigation anstrategies ~~aggregate~~and ofhighlight ~~$300,000~~our inunique ~~loans~~business ~~made~~approach toand ushow byit differentiates from our ~~Sponsor~~peers, tothere ~~cover~~is ~~offering-related~~no guarantee that we will be insulated from the adverse effects of such events and ~~organizational~~the ~~expenses;~~occurrence of any of these events could negatively impact our business operations and financial condition.

●The ~~reimbursement~~IMSR ~~for~~Plant ~~office~~involves ~~space~~toxic, ~~utilities~~hazardous and/or ~~secretarial~~radioactive materials and ~~administrative~~could ~~support~~result ~~made available to us by our Sponsor or an affiliate thereof,~~ in anliability ~~amount~~without ~~equal~~regard to ~~$15,000~~fault ~~per~~or ~~month;~~negligence.

●Our ~~Payment~~customers’ operation of ~~consulting,~~the ~~success~~IMSR orPlant ~~finder~~and ~~fees~~the torelated ~~our~~supply ~~independent~~chain ~~directors~~involve the use, ~~advisors~~transportation, and disposal of toxic, hazardous and radioactive materials. A release of these materials could pose a health risk to humans, plants and animals or ~~their~~the ~~respective~~environment. ~~affiliates~~If inan ~~connection~~accident ~~with~~were to occur, its severity would depend on the ~~consummation~~volume and location of the release and the speed of corrective action taken by emergency response personnel, as well as other factors beyond our ~~initial~~control, ~~business~~such ~~combination;~~as weather and wind conditions.

●The WeIMSR ~~may~~Fuel ~~engage~~Salt ~~our~~from ~~Sponsor~~each orspent anIMSR ~~affiliate~~Core-unit ofis ~~our~~partially ~~Sponsor~~reused asin aneach ~~advisor~~replacement orIMSR ~~otherwise~~Core-unit with the excess fuel salt removed and stored in ~~connection~~a ~~with~~spent ~~our~~fuel ~~initial~~vault ~~business~~within ~~combination~~the ~~and~~plant ~~certain~~nuclear ~~other~~containment ~~transactions~~until decommissioning of the IMSR Plant. Furthermore, each spent IMSR Core-unit, emptied of IMSR Fuel Salt, is removed to a separate and ~~pay~~secure ~~such~~IMSR ~~person~~Core-unit orStorage ~~entity~~Silo within the reactor building, where it will remain for the life of the plant. As a ~~salary~~result orof ~~fee~~the inIMSR anPlant’s ~~amount~~spent ~~that~~fuel ~~constitutes~~management process, we do not anticipate the plant requires a ~~market~~separate ~~standard~~licensed facility for ~~comparable~~the ~~transactions;~~interim storage of spent nuclear fuel required by some of our competitors.

~~● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and~~

● Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1Nevertheless,~~500,000~~ ofIMSR ~~such~~Plant ~~loans~~operations ~~may~~inherently beinvolve ~~convertible into Private Placement Warrants of~~ the ~~post-business~~use, ~~combination entity at a price of $1.00 per warrant at the option of the applicable lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing~~transportation, ~~the~~and ~~terms~~disposal of ~~such loans~~toxic, ifhazardous ~~any, have not been determined~~ and noradioactive ~~written agreements exist with respect to such loans~~materials.

~~After~~Under ~~the~~federal, ~~completion~~state ofand ~~our initial~~local ~~business~~laws ~~combination~~and regulations, ~~directors~~a current or ~~members~~former ofowner ~~our~~or ~~management~~operator ~~team~~of ~~who~~real ~~remain~~property ~~with us~~ may be ~~paid~~liable ~~consulting~~for orcosts ~~management~~to ~~fees~~ remediate contamination resulting from the ~~combined~~presence ~~company.~~or ~~All~~release of ~~these~~hazardous ~~fees~~substances, ~~will~~wastes beor ~~fully~~petroleum ~~disclosed~~products. toThese ~~shareholders,~~costs to the ~~extent~~owners ~~then~~and ~~known,~~operators inof ~~the~~our ~~proxy~~IMSR ~~solicitation materials~~Plants orcould ~~tender~~be ~~offer~~substantial ~~materials~~and ~~furnished~~liability tounder ~~our~~such ~~shareholders~~laws inis ~~connection~~strict ~~with~~and amay ~~proposed~~attach ~~initial~~whether ~~business~~or ~~combination. We have~~ not ~~established~~the ~~any~~owner ~~limit~~or onoperator ~~the~~knew ~~amount~~ of or caused such ~~fees~~contamination. ~~that~~We also may be ~~paid~~liable byfor ~~the~~costs ~~combined~~of ~~company~~remediating tothird-party ~~our~~disposal ~~directors~~sites orto ~~members~~which ofwe ~~management. It~~arranged isfor ~~unlikely~~ the ~~amount~~disposal ofor ~~such~~treatment ~~compensation~~of ~~will~~hazardous besubstances ~~known~~without atregard ~~the~~to ~~time~~whether ofsuch ~~the~~disposal ~~proposed~~occurred ~~initial~~in ~~business~~compliance ~~combination,~~with ~~because~~environmental ~~the~~laws. ~~directors of~~These ~~the~~matters ~~post-combination~~could ~~business~~have ~~will~~a bedirect ~~responsible~~and ~~for~~indirect ~~determining~~adverse ~~executive~~effect ~~officer~~on ~~and~~our ~~director~~financial ~~compensation~~condition.

37Additionally, we may be responsible for decontamination or decommissioning of facilities where we conduct operations such as facilities for component manufacturing and fuel supply. Activities of our contractors, suppliers or other counterparties similarly may involve toxic, hazardous, and radioactive materials and we may be liable contractually, or under applicable law, to contribute to remedy damages or other costs arising from such activities, including the decontamination or decommission of third-party facilities.

~~Any~~Although ~~compensation~~we do not intend to beoperate ~~paid~~ IMSR Plants, IMSR Plants inherently involve radioactive materials and may involve toxic and hazardous materials. In the United States, the nuclear liability law codified at 42 U.S.C. 2210 et seq. (along with subsequent amendments, the “Price-Anderson Act”) and applicable USNRC regulations and corresponding insurance requirements channel liability to ~~our~~the ~~executive~~nuclear ~~officers~~operator ~~will~~of a nuclear power plant for third-party offsite damages caused by a nuclear incident or a precautionary evacuation due to a possible or actual nuclear incident. U.S. law is substantially similar in effect to global nuclear liability regimes wherein operators are subject to robust financial protection regimes, such as required insurance policies or government indemnification, to cover the operator’s financial risk in the event of a nuclear incident that gives rise to third-party offsite liability. Nonetheless it is possible that we may be ~~determined~~liable contractually, or ~~recommended~~under applicable law, to contribute to remedy damages or other costs arising from such activities of operators or contractors, suppliers, our counterparties, including the ~~board~~decontamination or decommission of ~~directors~~third-party ~~for~~facilities. ~~determination~~In our contracts, ~~either~~we byseek to protect ourselves from liability, but there is no assurance that such contractual limitations on liability will be effective in all cases or in all jurisdictions. The costs of defending against a ~~compensation~~claim ~~committee constituted~~arising ~~solely~~out byof ~~independent~~a ~~directors~~nuclear incident or precautionary evacuation not otherwise covered by insurance, and any damages awarded as a ~~majority~~result of ~~the~~such ~~independent~~claim, ~~directors~~could onadversely affect our ~~board~~results of ~~directors~~operations and financial condition. Long-term spent nuclear fuel storage, disposal and its associated costs could have a significant negative impact on our business operations if IMSR Plant customers view the risks associated with these issues and costs as unacceptably high.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.42

~~Item~~Table ~~12. Security Ownership~~ of ~~Certain Beneficial Owners and Management and Related Stockholder Matters.~~Contents

Nuclear operations inherently produce various types of nuclear waste materials. The ~~following~~approval ~~table~~of ~~sets~~a ~~forth information~~national ~~available~~repository tofor usthe atstorage ~~March~~of ~~31,~~such ~~2025~~waste materials and the timing of that facility opening may significantly affect the costs associated with ~~respect~~the long-term storage of spent IMSR Core-units and IMSR Fuel Salt. Any regulatory action relating to the timing and availability of a repository for long-term storage of nuclear waste could adversely affect the ability to decommission fully our ~~ordinary~~IMSR ~~shares~~Plants ~~held by:~~and IMSR Core-units. We cannot predict whether a fee may be established or to what extent in the future for the long-term disposal of such waste.

●Unsatisfactory ~~each~~safety ~~person~~performance ~~known~~or bysecurity usincidents toat beour customers’ facilities — or any nuclear facility around the ~~beneficial~~world — could ~~owner~~have ofa ~~more~~material ~~than~~adverse 5%effect ofon our ~~issued~~business, financial condition and ~~outstanding~~results ~~ordinary~~of ~~shares;~~operations.

●We ~~each~~design ofIMSR Plants that depend on complex, unproven technology. We also work cooperatively with our ~~officers~~customers, suppliers, subcontractors, and ~~directors;~~other parties. Failures, disruptions or compromises to our or our third parties’ systems or facilities may be caused by natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, bugs or vulnerabilities, physical or electronic break-ins, human error, targeted cyberattacks, other intentional conduct, or similar events or incidents. While we have built operational processes to ensure that the design, construction, performance and servicing of our IMSR Plants meet rigorous safety standards and performance goals, there can be no assurance that we will not experience operational or process failures or other problems, including through manufacturing or design defects, failure of third-party safeguards, mishandling or process failures, natural disasters, cyber attacks, or other intentional acts, that could result in potential safety risks. There can be no assurance that our preparations, or those of third parties, will be able to prevent any such incidents.

●Any ~~all~~actual or perceived safety issues may result in significant reputational harm to our ~~officers~~businesses, in addition to tort liability, maintenance, increased safety infrastructure and ~~directors~~other costs that may arise. Such issues with our IMSR Plants, facilities, or customer safety could result in delaying or cancelling delivery of IMSR Plants to our customers, increased regulation or other systemic consequences. Our inability to meet our safety standards or address adverse publicity affecting our reputation as a ~~group~~result of accidents, mechanical failures, damages to customer property or medical complications could have a material adverse effect on our business, financial condition and results of operation.

In the ~~table~~nuclear ~~below~~industry, ~~percentage ownership~~accidents isor ~~based~~incidents oninvolving ~~28,750,000~~the ~~shares~~mishandling of ~~our~~nuclear ~~Ordinary~~materials ~~Shares,~~at ~~consisting~~any ofnuclear ~~(i)~~facility ~~23,000,000~~in ~~Class~~the Aworld ~~Ordinary~~have ~~Shares~~had and ~~(ii) 5~~,~~750,000 Class~~ Bin ~~Ordinary~~the ~~Shares~~future, ~~issued~~could ~~and~~have ~~outstanding~~an asimpact ofon ~~March~~other ~~10,~~nuclear ~~2025.~~facilities Onaround ~~all matters to be voted upon, except for (i)~~ the ~~election~~world ~~of directors of the Board and (ii) a vote to continue our Company~~ in aterms ~~jurisdiction~~of ~~outside~~public ~~the~~acceptance, ~~Cayman~~political ~~Islands~~pressures, ~~holders~~and ofregulatory ~~the~~requirements ~~Class A Ordinary Shares~~ and ~~Class~~scrutiny. BIncidents ~~Ordinary~~involving ~~Shares~~nuclear ~~vote~~energy ~~together~~facilities, asincluding ~~a single class~~accidents, ~~unless~~terrorist ~~otherwise~~acts ~~required~~or byother ~~applicable~~high-profile ~~law.~~events ~~Only~~involving ~~holders~~radioactive ofmaterials, ~~Class B~~could ~~Ordinary~~materially ~~Shares~~and ~~will~~adversely ~~have~~affect the ~~right~~public toperception ~~vote~~of on the ~~appointment~~safety of ~~directors~~nuclear ~~prior~~energy, toand ~~the~~such ~~completion~~adverse ofeffects ~~our~~could ~~initial~~potentially ~~Business~~decrease ~~Combination and~~demand onfor anuclear ~~vote~~energy, toincrease ~~continue~~regulatory ~~our~~requirements ~~Company~~and incosts afor ~~jurisdiction~~us ~~outside~~or ofour ~~the Cayman Islands. Currently~~customers, ~~all~~impose ofdelays ~~the~~or ~~Class~~result Bin ~~Ordinary~~liability ~~Shares are~~or ~~convertible~~claims ~~into~~that ~~Class~~could Amaterially ~~Ordinary~~and ~~Shares~~adversely onaffect aour ~~one-for-one basis~~business.

~~Unless~~We ~~otherwise~~are ~~indicated, we~~subject ~~believe~~to ~~that~~information ~~all~~technology ~~persons named in the table have shared or sole voting~~ and ~~investment~~cyber ~~power~~security ~~with~~threats ~~respect~~which tocould ~~all~~have ~~ordinary~~adverse ~~shares~~effects, ~~beneficially owned~~including byregulatory ~~them.~~effects, ~~The~~on ~~following~~our ~~table~~business ~~does~~and ~~not~~results ~~reflect record or beneficial ownership~~ of ~~the Private Placement Warrants~~operations.

	Current Ownership
Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned(2)		Approximate Percentage of Outstanding Ordinary Shares
HCM Investor Holdings, LLC(3)		5,675,000		100	%
Shawn Matthews(3)		5,675,000		100	%
Steven Bischoff		-		-
Jacob Loveless(4)		25,000		*
Andrew Brenner(4)		25,000		*
Michael J. Connor (4)		25,000		*
All executive officers and directors as a group (5 individuals)		5,750,000		100	%

We are increasingly dependent upon information technology systems, infrastructure and data to operate our business. In the ordinary course of business, we collect, store and transmit confidential information (including but not limited to intellectual property, proprietary business information and personal information). It is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information. We also have outsourced elements of our operations to third parties, and as a result we manage a number of third-party contractors who have access to our confidential information. Regarding actual IMSR Plant deployments, we are subject to the USNRC’s regulations in this area, the violation of which could carry regulatory enforcement action.

* Less than 1%43

~~(1)~~Table ~~Unless otherwise noted, the business address~~ of ~~each of the following is c/o HCM II Acquisition Corp., 100 First Stamford Place, Suite 330, Stamford, CT 06902.~~Contents

38Despite the implementation of security measures, given their size and complexity and the increasing amounts of confidential information that they maintain, our internal information technology systems and those of our contractors and consultants are potentially vulnerable to breakdown or other damage or interruption from service interruptions, system malfunction, natural disasters, terrorism, war and telecommunication and electrical failures, as well as security breaches from inadvertent or intentional actions by our employees, contractors, consultants, business partners, and/or other third parties, or from cyber-attacks by malicious third parties (including the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of information), which may compromise our system infrastructure or lead to data leakage. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and reputational damage, and the further development and commercialization of our products could be delayed.

~~(2)~~We ~~Interests~~cannot ~~shown~~assure ~~consist~~you ~~solely~~that ofour ~~Class~~data Bprotection ~~Ordinary~~efforts ~~Shares,~~and ~~classified~~our asinvestment ~~Class~~in Binformation ~~Ordinary~~technology ~~Shares.~~will ~~Such~~prevent ~~shares~~significant ~~will~~breakdowns, ~~automatically~~data ~~convert~~leakages, ~~into~~breaches ~~Class~~in Aour ~~Ordinary~~systems ~~Shares~~or ~~concurrently~~other ~~with~~cyber orincidents ~~immediately~~that ~~following~~could ~~the~~have ~~consummation~~a ofmaterial adverse effect upon our ~~initial~~reputation, business, ~~combination~~operations or ~~earlier~~financial atcondition. ~~the~~For ~~option~~example, we maintain databases comprised of ~~the~~our ~~holder~~IMSR onPlant adesign technical and engineering information and operations information. If one~~-for-one~~ ~~basis~~or more of these databases were to be lost or compromised, ~~subject~~our ability to ~~adjustment~~efficiently deploy and operate our IMSR Plants could be significantly impaired.

~~(3)~~Furthermore, ~~HCM~~significant ~~Investor~~disruptions ~~Holdings~~of IIour internal information technology systems or security breaches could result in the loss, ~~LLC~~misappropriation, ~~our~~and/or ~~Sponsor~~unauthorized access, isuse, ~~the~~or ~~record~~disclosure ~~holder~~ of, ~~such~~or ~~shares.~~the ~~Mr.~~prevention ~~Matthews~~of ~~the~~access ~~sole~~to, ~~managing~~confidential ~~member~~information of(including, ~~HCM~~but ~~Investor~~not ~~Holdings~~limited IIto, ~~LLC~~intellectual property, proprietary business information, and ~~holds~~personal ~~voting~~information), which could result in financial, legal, business, and ~~investment~~reputational ~~discretion~~harm ~~with~~to ~~respect~~us. For example, any such event that leads to ~~the~~unauthorized ~~ordinary~~access, ~~shares~~use, ~~held~~or disclosure of ~~record~~personal byinformation, ~~the~~including ~~Sponsor.~~personal ~~Mr.~~information ~~Matthews~~related ~~disclaims~~to ~~any~~our ~~beneficial~~employees, ~~ownership~~could ofharm ~~the~~our ~~securities~~reputation ~~held~~directly, bycompel ~~HCM~~us ~~Investor~~to ~~Holdings~~comply IIwith federal and/or state breach notification laws and foreign law equivalents, ~~LLC~~subject ~~other~~us ~~than~~to mandatory corrective action, and otherwise subject us to liability under laws and regulations that protect the ~~extent~~privacy and security of ~~any~~personal ~~pecuniary~~information, ~~interest~~which hecould ~~may~~result in significant legal and financial exposure and reputational damages that could potentially have ~~therein,~~an ~~directly~~adverse oreffect ~~indirectly~~on our business.

~~(4)~~We ~~Our~~rely ~~Sponsor~~on ~~transferred~~a ~~25,000~~limited ~~founder~~number ~~shares~~of tosuppliers ~~each~~for certain materials and supplied components, some of ~~our~~which ~~independent~~are ~~directors~~highly atspecialized ~~the~~and ~~closing~~are being designed for first-of-a-kind or sole use in the ~~Public~~IMSR ~~Offering~~Plant. We and our third-party vendors may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms or at expected costs.

~~Our~~We ~~Initial~~rely ~~Shareholders~~on ~~beneficially own~~a ~~approximately~~limited ~~20.0%~~number of ~~the~~suppliers ~~issued~~for ~~and~~certain ~~outstanding~~raw ~~Ordinary~~materials ~~Shares.~~and ~~Prior~~supplied tocomponents. ~~the~~While ~~closing~~alternative ofsuppliers to our ~~initial~~current ~~business~~suppliers ~~combination~~are available, ~~only holders~~we ofmay ~~our~~not ~~Class B Ordinary Shares will~~ be ~~entitled~~able to ~~vote~~obtain onsufficient ~~the~~raw ~~appointment~~materials ~~and removal of directors~~ or ~~continuing~~supplied ~~the~~components ~~company in a jurisdiction outside the Cayman Islands (including any special resolution required~~ to ~~amend~~meet our ~~constitutional~~manufacturing ~~documents~~and oroperating toneeds ~~adopt new~~from ~~constitutional~~alternative ~~documents~~suppliers, inor ~~each~~obtain ~~case,~~such asmaterials aon ~~result~~favorable ofterms ~~our~~or ~~approving~~at aexpected ~~transfer~~costs, bywhich ~~way~~could ofimpair ~~continuation to a jurisdiction outside the Cayman Islands). Because of this ownership block,~~ our ~~Initial~~ability ~~Shareholders may be able~~ to ~~effectively~~meet ~~influence~~demand ~~the outcome of all other matters requiring approval by our shareholders, including the appointment of directors or continuing the company~~ in a ~~jurisdiction~~timely ~~outside the~~manner ~~Cayman Islands (including any special resolution required to amend our constitutional documents~~ or toincrease ~~adopt new constitutional documents, in each case, as a result of~~ our ~~approving~~costs ~~a transfer by way~~ of ~~continuation to a jurisdiction outside the Cayman Islands), and approval of significant corporate transactions including our initial business combination~~production.

~~Our~~We ~~Sponsor~~do not directly manufacture, and ~~Cantor~~do ~~Fitzgerald &~~not ~~Co.~~expect to manufacture, IMSR Plants, though we will manufacture the ~~representative~~IMSR ofCore-unit and supply the ~~underwriters,~~IMSR ~~have~~Fuel ~~purchased~~Salt anthat ~~aggregate~~are necessary for the operation of ~~6,850,000~~our ~~Private~~IMSR ~~Placement~~Plants. ~~Warrants,~~Our ~~each~~ability ~~exercisable~~ to ~~purchase~~construct ~~one~~our ~~Class~~IMSR APlants ~~ordinary~~with ~~share~~project atpartners ~~$11.50~~is ~~per~~dependent ~~share,~~upon atsufficient aavailability ~~price~~ of ~~$1.00~~raw ~~per~~materials, ~~warrant~~high quality equipment, orparts, $6and components,~~850~~ including many highly technical components that are still under design,~~000~~ are being designed for first-of-a-kind or sole use in ~~the~~our ~~aggregate~~IMSR Plant and have not yet been qualified for use, inare only produced by a ~~private placement~~limited ~~that~~number ~~occurred~~of ~~simultaneously~~suppliers ~~with~~and ~~the~~may ~~closing~~be ofparticularly ~~the~~susceptible ~~Initial~~to ~~Public~~cost ~~Offering~~increases, supply chain disruptions or inflationary pressures. OfAny ~~those~~supply ~~6,850,000~~chain ~~Private~~disruption ~~Placement~~incurred ~~Warrants,~~ by our ~~Sponsor~~third-party ~~has~~suppliers ~~purchased~~or ~~4,275,000~~degradation ~~warrants~~in the quality and ~~Cantor~~processes ~~Fitzgerald~~of &our ~~Co.~~manufacturer ~~has~~partners, ~~purchased~~may 2result in delays,~~575,000~~ ~~warrants~~cost overruns or impairments to the development of our IMSR Plants.

The non-managing sponsor investors have indirectly purchased, through the purchase of non-managing sponsor membership interests, an aggregate of 3,500,000 of the 6,850,000 Private Placement Warrants at a price of $1.00 per warrant ($3,500,000 in the aggregate) in a private placement that closed simultaneously with the closing of the Initial Public Offering. Such non-managing sponsor investors hold a total of 81.9% of the sponsor’s 4,275,000 Private Placement Warrants. The sponsor has issued membership interests at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of 48.7% of the Class B Ordinary Shares held by the sponsor (or 2,800,000 Class B Ordinary Shares assuming that the underwriters’ over-allotment option is exercised in full). The Private Placement Warrants held by the sponsor, including the Private Placement Warrants represented by the non-managing sponsor investors’ membership interests, are subject to a lock-up as described in “Principal Shareholders-Restrictions on Transfers of Class B Ordinary Shares and Private Placement Warrants”; however, the non-managing sponsor investors will not be subject to transfer restrictions or a lock-up agreement on any units (or underlying Class A Ordinary Shares or warrants) that have purchased in the Initial Public Offering or in the open market.

The Private Placement Warrants are be identical to the warrants sold in the Initial Public Offering except that, so long as they are held by our Sponsor or its permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) are entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor Fitzgerald & Co. and/or its designees, are not exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8). A portion of the purchase price of the Private Placement Warrants have been added to the proceeds from the Initial Public Offering held in the trust account such that at the time of closing of the Initial Public Offering $231,150,000 is held in the trust account. If we do not complete our initial business combination within the Completion Window, the Private Placement Warrants will expire worthless. The Private Placement Warrants are subject to the transfer restrictions described below.44

39Table of Contents

~~HCM~~Certain ~~Investor~~key ~~Holdings~~nuclear IIgrade materials and components, ~~LLC~~ such as graphite, ~~our~~are ~~Sponsor~~currently produced in limited quantities and available predominantly from vendors outside of the United States e.g., Germany and Japan. Although U.S. graphite suppliers are developing the capability and capacity to supply our ~~officers~~needs, any reliance on foreign suppliers to secure raw materials and ~~directors~~supplied ~~are~~components ~~deemed~~exposes us to bechanging tariffs and volatility in the prices and availability of these materials, and may result in our ~~“promoters”~~being assusceptible ~~such~~to ~~term~~changes isin ~~defined~~geopolitical ~~under~~relationships. We may not be able to obtain a sufficient supply of raw materials or supplied components, on favorable terms or at all, which could result in delays in, or the ~~federal securities~~inability ~~laws~~to, manufacture our IMSR Fuel Salt and IMSR Core-unit components and, in turn, construct our IMSR Plants with project partners or result in increased costs. These key materials and components may also be particularly vulnerable to inflationary pressures and cost increases.

~~Securities~~Additionally, ~~Authorized~~the imposition of tariffs and impacts of inflation on raw materials or supplied components for ~~Issuance~~our ~~under~~IMSR ~~Equity Compensation~~Plants ~~Plans~~could have a material adverse effect on our operations. Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on our ability to operate in a cost-efficient, timely manner. Such prolonged disruptions could also cause us to experience cancellations or delays of scheduled launches, customer cancellations or reductions in our prices and margins, any of which could harm our business, financial condition and results of operations.

~~None~~We depend on key executives, management, directors, and other highly skilled personnel with highly technical expertise to execute our business plan and oversee our operations, as applicable. Our failure to successfully recruit and retain experienced and qualified personnel could have a material adverse effect on our business.

~~Changes~~Our success depends, in ~~Control~~significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including highly competent engineers and scientists, and other qualified personnel with requisite industry knowledge, manufacturing and quality assurance, finance, marketing and sales personnel. Our senior management team has extensive experience in the energy and manufacturing industries, and we believe that their depth of experience is instrumental to our continued success. Nevertheless, the Company competes with other nuclear reactor companies, including Generation IV reactor companies, for the limited pool of these skilled professionals and such competition is intense. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and have a material adverse effect on our business and financial condition if we are unable to successfully attract and retain qualified and highly skilled replacement personnel. Additionally, possible loss of experienced personnel to competitors, and a possible transfer of know-how and trade secrets associated therewith, including the patenting by our competitors of technology built on our know-how obtained through former employees, could negatively affect the Company’s long-term growth prospects. If we are unable to recruit and retain highly skilled personnel, especially senior management and personnel with sufficient technical expertise to develop our IMSR Plants including its component and service supply IMSR, we may experience delays, increased costs and reputational harm.

~~None~~Our ability to protect our patents and other intellectual property rights may be challenged and is not guaranteed. If we are unable to protect our intellectual property rights, our business and competitive position may be harmed.

~~Item~~We 13may not be able to prevent unauthorized use of our intellectual property, which could harm our business and competitive position. ~~Certain~~We ~~Relationships~~rely upon a combination of the intellectual property protections afforded by patents, trademarks/service marks, copyrights and ~~Related~~trade ~~Transactions~~secret laws in the United States and other jurisdictions, as well as commercial agreements such as confidentiality agreements, assignment agreements, and ~~Director~~license ~~Independence~~agreements to establish, maintain and enforce rights associated with our IMSR Plants and related proprietary technologies. These measures are aimed at preventing third parties from using, practicing, selling, manufacturing, or otherwise commercially exploiting our IMSR Plants and related technologies, which would erode our competitive position in our market.

~~Founder Shares~~45

OnTable ~~April 8, 2024, the Sponsor made a capital contribution~~ of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 founders shares to the Sponsor. Up to 750,000 of the founder shares were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment was exercised. On August 19, 2024, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 founder shares are no longer subject to forfeiture.Contents

OnOur ~~August~~success ~~19,~~depends ~~2024,~~in large part on our ~~Sponsor~~ability ~~transferred~~to 25obtain and enforce patent protection for our IMSR Plants,~~000 founder~~ ~~shares~~as well as our ability to ~~each~~operate without infringing or violating the proprietary rights of others. We either own or have significant license rights to certain intellectual property applicable to our ~~three~~IMSR ~~independent~~Plant, ~~directors~~IMSR atFuel ~~their~~Salts ~~original~~and, ~~purchase~~key ~~price.~~components, Atsuch ~~December~~as 31the IMSR Core Unit, ~~2024~~including patent rights and pending patent applications on the same, and we will continue to file patent applications claiming new technologies directed to our ~~Sponsor~~IMSR ~~held~~Plants 5in the United States and in other jurisdictions based on several factors including,~~675~~ but not limited to,~~000 founder~~ ~~shares~~commercial viability. Monitoring unauthorized use of our intellectual property rights is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be sufficient.

~~The~~As ~~Company’s~~noted ~~Initial Shareholders~~above, ~~have~~we ~~agreed~~also ~~not~~rely toupon ~~transfer~~unpatented trade secret protection, ~~assign~~unpatented orknow-how ~~sell~~and ~~any~~continuing oftechnological ~~their~~innovation ~~founder~~to ~~shares~~develop and ~~any~~help ~~Class~~maintain Aour ~~Ordinary~~business ~~Shares~~and ~~issued~~competitive ~~upon~~position. ~~conversion thereof~~We ~~until~~seek ~~the~~to ~~earlier~~protect toour ~~occur~~proprietary oftechnology, ~~(i)~~in ~~one~~part, ~~year~~by ~~after~~entering ~~the~~into ~~completion~~confidentiality ofagreements ~~the~~with ~~initial~~our ~~business~~suppliers, ~~combination~~subcontractors, orventure ~~(ii)~~partners, ~~the~~employees ~~date~~and onconsultants, ~~which the~~and ~~Company~~other ~~completes~~third aparties. ~~liquidation~~However, ~~merger,~~we ~~share~~may ~~exchange~~not be able to prevent the unauthorized disclosure or ~~other~~use ~~similar~~of ~~transaction~~information ~~after~~which ~~the~~we ~~initial~~consider ~~business~~to ~~combination~~be ~~that~~confidential, ~~results in~~our ~~all~~technical ofknow-how ~~the~~or ~~Company’s~~other ~~shareholders~~trade ~~having~~secrets by the ~~right~~parties to ~~exchange~~these ~~their~~agreements, ~~Class~~despite Athe ~~Ordinary~~existence ~~Shares~~generally ~~for~~of ~~cash,~~confidentiality ~~securities~~provisions orand other ~~property~~contractual restrictions. ~~Any~~ ~~permitted~~If ~~transferees~~any ~~will~~of bethe ~~subject~~suppliers, tosubcontractors, ~~the~~venture ~~same~~partners, ~~restrictions~~employees and consultants, and other third parties who are parties to these agreements ofbreaches or violates the ~~Company’s~~terms ~~Initial~~of ~~Shareholders~~any ~~with respect~~of tothese agreements, we may not have adequate remedies for any ~~founder~~such ~~shares~~breach ~~(the~~or ~~“Lock-up”)~~violation, and we could lose our trade secrets as a result. ~~Notwithstanding~~It ~~the~~is ~~foregoing~~also possible that our trade secrets, ifknow-how ~~(1)~~or ~~the~~other ~~closing~~proprietary ~~price~~information ofcould ~~the~~be ~~Class~~obtained Aby ~~Ordinary Shares~~third ~~equals~~parties as a result of breaches of our physical or ~~exceeds~~electronic ~~$12~~security systems.00 ~~per~~Even ~~share~~where ~~(as~~remedies ~~adjusted~~are ~~for~~available, ~~share~~enforcing ~~subdivision,~~a ~~share~~claim ~~capitalizations,~~that ~~reorganizations~~a party illegally disclosed or misappropriated our trade secrets is expensive and time consuming, ~~recapitalizations~~ and the ~~like)~~outcome ~~for~~is ~~any~~unpredictable. 20Courts ~~trading~~outside ~~days~~the ~~within~~United States ~~any~~are ~~30-trading~~sometimes ~~day~~less ~~period~~willing ~~commencing~~to atprotect ~~least~~trade ~~150~~secrets. ~~days~~Additionally, ~~after~~despite ~~the~~our ~~initial~~efforts ~~business~~to ~~combination or~~protect ~~(2)~~our ifproprietary ~~the~~technology, ~~Company~~our ~~consummates~~trade asecrets ~~transaction~~could ~~after~~otherwise ~~the~~become ~~initial~~known ~~business~~or ~~combination~~be ~~which~~independently ~~results~~discovered inby ~~the~~our ~~Company’s~~competitors. ~~shareholders having~~If ~~the~~any ~~right~~of our trade secrets were to ~~exchange~~be ~~their~~lawfully ~~shares~~obtained ~~for~~or ~~cash,~~independently ~~securities~~developed by a competitor or other ~~property~~third party, ~~the~~we ~~founder~~would ~~shares~~have ~~will~~no beright ~~released~~to prevent them, or those to whom they communicate, from ~~the~~using ~~Lock-up~~that technology or information to compete with us.

~~Private~~The ~~Placement~~patent ~~Warrants~~position of our IMSR Plant and its key components is not a guarantee of protection or rights. During the patent prosecution process, a patent office may require us or our licensors to narrow the scope of the claims of our or our licensors’ pending and future patent applications. This may limit the scope of patent protection and our or our licensors’ ability to assert patent infringement if the patent is subsequently issued. In some cases, a patent may not issue if we or our licensors are unable to overcome rejections from a patent office. By pursuing patent rights by filing a patent, we or our licensors may lose trade secrets that would have otherwise been protected had a patent not been sought and third parties may be able to exploit such published information in our patent application. Additionally, even if we obtain a patent in one jurisdiction (e.g., the United States), we cannot guarantee that we will obtain a corresponding patent in another jurisdiction (e.g., China) as patent laws differ from jurisdiction to jurisdiction. Additionally, maintaining and enforcing patent rights can involve complex legal and factual questions and may be subject to litigation in some cases. For example, third parties may challenge the validity of our or our licensors’ patents based on prior art at a tribunal such as the Patent Trial and Appeal Board at the U.S. Patent and Trademark Office and in a federal court. Because we cannot assure that all of the potentially relevant prior art relating to our patents and patent applications has been found, third parties may prevail in invalidating a patent or preventing a patent application from being issued as a patent. If we or our licensors are able to maintain valid patents or prevail in patent challenges instituted by third parties, we or our licensors may still bear the risk of third parties “designing around” our technologies to avoid an intellectual property infringement claim.

Our sponsor and Cantor Fitzgerald & Co., the representative of the underwriters in the Company’s IPO, have purchased an aggregate of 6,850,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $6,850,000 in the aggregate, in a private placement simultaneously with the closing of the IPO. Of those 6,850,000 private placement warrants, our sponsor purchased 4,275,000 warrants and Cantor Fitzgerald & Co. purchased 2,575,000 warrants. The private placement warrants are identical to the warrants sold in the IPO except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) will be entitled to registration rights and (iii) with respect to private placement warrants held by Cantor Fitzgerald & Co. and/or its designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8).46

40Table of Contents

~~The~~Our ~~non-managing~~patent ~~sponsor~~applications ~~investors~~may ~~indirectly~~not ~~purchased, through~~result ~~the~~in ~~purchase~~issued ofpatents, ~~non-managing~~which ~~sponsor~~may ~~membership~~have ~~interests,~~a anmaterial ~~aggregate~~adverse ofeffect ~~3,500,000~~on ofour ~~the~~ability ~~6,850,000~~to ~~private~~prevent ~~placement~~others ~~warrants at~~from acommercially ~~price~~exploiting ofproducts ~~$1.00~~similar ~~per~~to ~~warrant~~ours. ~~($3,500,000~~The instatus ~~the~~of ~~aggregate)~~patents ininvolves acomplex ~~private~~legal ~~placement~~and ~~simultaneously~~factual ~~with~~questions, and the ~~closing~~breadth of ~~the~~claims ~~IPO.~~allowed ~~Such non-managing~~is ~~sponsor~~uncertain. ~~investors~~As ~~hold~~ a ~~total~~result, ofwe ~~81.9%~~cannot ofbe certain that the ~~sponsor’s~~patent ~~4,275,000~~applications ~~private~~that ~~placement~~we ~~warrants.~~file ~~The~~will ~~sponsor~~result ~~has~~in patents being issued ~~membership~~, ~~interests~~or atthat aour ~~nominal~~patents ~~purchase~~and ~~price~~any topatents ~~the~~that ~~non-managing~~may ~~sponsor~~be ~~investors~~issued ~~reflecting~~to ~~interests~~us inwill anafford ~~aggregate~~protection ofagainst 48competitors with similar technology.7% ~~of the~~Numerous ~~Class~~patents, Bpublished ~~ordinary~~pending ~~shares~~patent ~~held~~applications and unpublished pending patent applications owned by others exist in the ~~sponsor~~fields orin ~~2,800,000~~which ~~Class~~we Bhave ~~ordinary~~developed ~~shares.~~and ~~The~~are ~~private~~developing ~~placement~~our ~~warrants~~technology. ~~held~~In byaddition to the ~~sponsor~~risk of infringing those patents, ~~including~~ ~~the~~those ~~private~~patents ~~placement~~and ~~warrants~~patent ~~represented~~applications owned by ~~the~~others ~~non-managing~~may ~~sponsor~~also ~~investors’~~be ~~membership~~used ~~interests,~~as ~~are~~a ~~subject~~basis to a ~~lock-up~~invalidate asour ~~described~~patents inor ~~above~~prevent ~~however,~~our ~~the~~patent ~~non-managing~~applications ~~sponsor~~from ~~investors~~issuing ~~will~~as ~~not~~patents. Our patents may also be ~~subject~~challenged toas ~~transfer~~invalid ~~restrictions~~under other prior art and/or abe ~~lock-up agreement~~challenged onas ~~any~~unenforceable. ~~units~~Furthermore, ~~(or~~patent ~~underlying~~applications ~~Class~~filed Ain ~~ordinary~~foreign ~~shares~~countries orare ~~warrants)~~subject ~~that~~to ~~they~~laws, ~~may~~rules and ~~have~~procedures ~~purchased~~that indiffer from those of the ~~IPO~~United States, orand inthus ~~the~~we ~~open~~cannot ~~market~~be certain that foreign patent applications related to issued U.S. patents will be issued.

~~Promissory~~Even ~~Note~~if our patent applications succeed and we are issued patents in accordance with those applications, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope in the future. The rights granted under any issued patents may not provide us with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement than in the United States. In addition, the claims of any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. The intellectual property rights of others could also bar us from licensing and exploiting any patents that issue from our pending patent applications. From time to time, we may develop technology with funding from the United States Department of Energy. Inventions conceived or first actually reduced to practice under agreements with the Department of Energy (“subject inventions”) grant the U.S. Government certain rights and impose specific obligations on our ability to practice and license these inventions. The U.S. Government also has march-~~Related~~in ~~Party~~rights, although it has never exercised such rights, to require us to license a patent on subject inventions on reasonable terms under very limited circumstances. In addition, patents issued to us could be infringed or designed around by others and others may obtain patents that we need to license or design around, either of which would increase costs and may adversely affect our business, prospects, financial condition and operation results.

~~The~~We ~~Sponsor~~currently ~~has~~enjoy ~~agreed~~only ~~to loan~~limited ~~the~~geographical ~~Company~~protection anwith ~~aggregate~~respect ~~of up~~ to ~~$300,000~~certain toissued bepatents ~~used~~and ~~for~~trademarks ~~a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing, unsecured~~ and ~~due~~may atnot ~~the~~be ~~earlier~~able ofto ~~December~~protect ~~31,~~our ~~2024~~intellectual orproperty ~~the~~rights ~~closing~~throughout of the ~~Initial Public Offering~~world. ~~The~~If ~~Company~~we ~~repaid~~are ~~all~~unable ~~the outstanding~~to ~~balance~~protect ofour ~~the~~intellectual ~~note~~property ~~at the closing of the Initial Public Offering on August 19~~rights, ~~2024.~~our ~~Borrowings~~business ~~under~~and ~~the~~competitive ~~note~~position ~~are~~may nobe ~~longer available~~harmed.

~~Administrative~~We ~~Services~~do ~~Agreement~~not have worldwide patent rights for our IMSR Plant and related proprietary technologies because there is no such thing as worldwide or “international patent rights.” We also do not have worldwide trademark protection for our brand for similar reasons. Accordingly, we may not be able to protect our intellectual property rights in certain jurisdictions and their legal systems. Filing, prosecuting and defending patents on our IMSR Plant worldwide can pose several challenges. First, procuring patent rights in multiple jurisdictions may be cost prohibitive because individual patent offices in different jurisdictions will have to independently examine each patent application. Therefore, costs such as examination fees, translation fees and attorneys’ fees are considered when deciding whether to pursue patent protections in a given jurisdiction. Once a patent is registered, we or our licensors will also have the continued obligation of paying maintenance fees periodically to avoid patents from becoming abandoned or lapsed. Second, the breadth of claims in patents may vary from jurisdiction to jurisdiction. For instance, certain patent offices may require narrower claims, resulting in patent rights that are less extensive. Further, as noted above, we may not be able to obtain patents in some jurisdictions even if we obtain patents in other jurisdictions. Accordingly, our competitors may operate in countries where we do not have patent protection and can freely use our technologies and discoveries in such countries to the extent such technologies and discoveries are publicly known or disclosed in countries where we do have patent protection or pending patent applications.

~~The~~Many ~~Company~~countries ~~entered~~have ~~into~~compulsory ~~an agreement,~~licensing ~~commencing~~laws onunder ~~August~~which ~~15,~~a ~~2024,~~patent ~~through~~owner may be compelled to grant licenses to third parties. Many countries also limit the ~~earlier~~enforceability of ~~consummation~~patents ofagainst ~~the~~government ~~initial~~agencies ~~business~~or ~~combination~~government ~~and~~contractors. In these countries, the ~~liquidation~~patent owner may have limited remedies, to ~~pay~~which could materially diminish the ~~Sponsor~~value ~~$15,000~~of ~~per~~such ~~month~~patent. ~~for~~If ~~office~~we ~~space,~~or ~~utilities~~any ~~and~~of ~~secretarial~~our ~~and~~licensors ~~administrative~~are ~~support~~forced ~~services.~~to ~~For~~grant ~~the~~a ~~period~~license ~~from April~~to 4,third ~~2024~~parties ~~(inception)~~with ~~through~~respect ~~September~~to ~~30,~~any ~~2024~~patents relevant to our business, ~~the~~our ~~Company~~competitive ~~incurred~~position ~~$17~~may be impaired,~~500~~ ~~for~~and ~~these~~our ~~services~~business and financial condition may be adversely affected.

~~Related Party Loans~~47

InTable ~~order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate~~ of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of September 30, 2024, no such Working Capital Loans were outstanding.Contents

~~Policy~~We ~~for~~may ~~Approval~~need ofto ~~Related~~defend ~~Party~~ourselves ~~Transactions~~against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial fees and costs.

~~The~~Companies, ~~audit~~organizations ~~committee~~or ofindividuals, including our ~~board~~ ofexisting ~~directors will adopt a policy setting forth the policies~~ and ~~procedures~~future ~~for~~competitors, ~~its~~may ~~review~~hold ~~and approval~~ or ~~ratification~~obtain ofpatents, ~~“related party~~trademarks/service ~~transactions.”~~marks Aor ~~“related~~other ~~party~~intellectual ~~transaction”~~property isrights ~~any~~that ~~consummated~~would orprevent, ~~proposed~~limit ~~transaction~~ or ~~series~~interfere ofwith ~~transactions: (i)~~our inability ~~which the company was or is~~ to bedevelop aour ~~participant;~~intellectual ~~(ii)~~property ~~the~~and ~~amount~~make, ofuse, ~~which~~develop, ~~exceeds~~import, ~~(or~~offer ~~is reasonably expected~~ to ~~exceed)~~sell ~~the~~or ~~lesser of~~sell ~~$120,000~~our orIMSR 1%Plants ofand ~~the~~its ~~average~~related ofproprietary ~~the~~technologies, ~~company’s~~which ~~total~~could ~~assets~~make atit ~~year~~more ~~end~~difficult for ~~the~~us ~~prior~~to ~~two~~operate ~~completed fiscal years in~~ the ~~aggregate over~~Company. ~~the~~From ~~duration~~time ~~of the transaction (without regard~~ to ~~profit~~time, orwe ~~loss);~~may ~~and~~receive ~~(iii)~~inquiries infrom ~~which~~holders aof ~~“related~~patents ~~party” had, has~~ or ~~will~~ ~~have~~trademarks/service amarks ~~direct~~inquiring orwhether ~~indirect~~we ~~material~~are ~~interest.~~infringing ~~“Related~~their ~~parties”~~proprietary ~~under~~rights ~~this policy will include: (i) our directors~~ and/or ~~officers or~~seek ~~any~~court ~~person~~declarations ~~who~~that ~~has~~they ~~served~~do innot ~~such~~infringe ~~roles~~our ~~since~~intellectual ~~the~~property ~~beginning~~rights. ofCompanies ~~the~~holding ~~most~~patents ~~recent fiscal year, even if he~~ or ~~she~~other ~~does~~intellectual ~~not~~property ~~currently~~rights ~~serve in~~similar ~~that~~to ~~role;~~our ~~(ii)~~technology ~~any~~may ~~record~~bring orproceedings ~~beneficial~~alleging ~~owner~~infringement of ~~more~~such ~~than~~rights 5%or ofotherwise ~~any~~asserting ~~class~~their ofrights ~~our~~and ~~voting~~seeking ~~securities;~~licenses. ~~(iii)~~In ~~any~~addition, ~~immediate~~if ~~family~~we ~~member of~~are ~~any~~determined ofto ~~the~~have ~~foregoing~~infringed ~~if the foregoing person is~~ a ~~natural~~third ~~person;~~party’s ~~and~~intellectual ~~(iv)~~property ~~any~~rights, ~~other~~we ~~person~~may ~~who~~be ~~maybe~~required ~~a “related person” pursuant~~ to ~~Item~~do ~~404~~among ofother ~~Regulation~~things, ~~S-K~~one ~~under~~or ~~the~~more ~~Exchange~~of ~~Act. Pursuant to~~ the ~~policy,~~following: ~~the audit committee will consider~~ (i) cease ~~the relevant facts and circumstances of each related party transaction~~selling, ~~including~~incorporating ifor ~~the~~using ~~transaction~~IMSR isPlants ~~on terms comparable to those~~ that ~~could~~incorporate ~~be obtained~~the inchallenged ~~arm’s-length~~intellectual ~~dealings~~property; ~~with an unrelated third party,~~ (ii) pay ~~the~~substantial ~~extent~~damages; ~~of the related party’s interest in the transaction,~~ (iii) pay ~~whether~~for ~~the~~and ~~transaction~~obtain ~~contravenes~~a ~~our~~license ~~code~~from ofthe ~~ethics~~holder orof ~~other policies, (iv) whether~~ the ~~audit~~infringed ~~committee~~intellectual ~~believes~~property ~~the~~right, ~~relationship underlying~~which ~~the~~may ~~transaction~~not to be inavailable ~~the~~on ~~best~~reasonable ~~interests~~terms ofor ~~the~~at ~~company~~all; ~~and~~or ~~its shareholders and~~ (viv) redesign ifpart ~~the related party is a director~~ or anall ~~immediate family member~~ of aour ~~director,~~technology. ~~the~~In ~~effect that~~ the ~~transaction~~event ~~may~~of ~~have on~~ a ~~director’s~~successful ~~status~~claim ~~as an independent member~~ of ~~the~~infringement ~~board~~against us and onour ~~his~~failure or ~~her~~inability ~~eligibility~~ to ~~serve~~obtain ona ~~the~~license ~~board’s committees. Management will present~~ to the ~~audit~~infringed ~~committee~~technology, ~~each proposed~~our ~~related~~business, ~~party transaction~~prospects, ~~including~~operating ~~all~~results ~~relevant facts~~ and ~~circumstances~~financial ~~relating~~condition ~~thereto.~~could ~~Under~~be ~~the~~materially ~~policy,~~adversely ~~we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy~~affected. ~~The~~In ~~policy~~addition, ~~will not permit~~ any ~~director~~litigation or ~~officer~~claims, towhether ~~participate~~or innot ~~the discussion of~~valid, orcould ~~decision~~result ~~concerning,~~in asubstantial ~~related person~~costs ~~transaction~~and indiversion ~~which~~of heresources orand ~~she~~management’s isfocus ~~the~~and ~~related party~~attention.

41We also anticipate licensing patents and other intellectual property from third parties, and we may face claims that the use of this intellectual property infringes the rights of other third parties. In such cases, we may seek indemnification from the licensors under our license contracts with those licensors or other damages. However, our rights to indemnification or damages may be unavailable or insufficient to cover our costs and losses, depending on our use of the technology, whether we choose to retain control over conduct of the litigation, and other factors.

We ~~are~~may not ~~prohibited~~identify ~~from paying~~relevant ~~any~~third-party ~~fees~~patents ~~(including advisory fees), reimbursements~~ or ~~cash~~may ~~payments~~incorrectly tointerpret ~~our~~the ~~Sponsor~~relevance, ~~officers~~scope or ~~directors,~~expiration orof ~~our~~a orthird-party ~~their affiliates~~patent, ~~for~~ ~~services~~which ~~rendered~~might toadversely usaffect ~~prior to or in connection with the completion of~~ our ~~initial~~ability ~~business combination, including the following payments, all of which, if made prior~~ to ~~the~~develop ~~completion~~and ofmarket our ~~initial~~IMSR ~~business combination, will be paid from funds held outside the trust account:~~Plants.

●We ~~Repayment~~cannot guarantee that any of upour patent searches or analyses, including the identification of relevant patents, the scope of patent claims or the expiration of relevant patents, are complete or thorough because there may be hundreds of thousands of relevant patents worldwide. We also cannot be certain that we have identified each and every third-party patent and pending application in the United States and abroad that is relevant to or necessary for the commercialization of our IMSR Plants in any jurisdiction. The scope of a patent claim is generally determined by an ~~aggregate~~interpretation of ~~$300~~the law,~~000~~ the written disclosure in ~~loans~~a ~~made~~patent, toand usthe patent’s prosecution history. Our interpretation of the relevance or the scope of a patent or a pending application may be incorrect or not accepted by ~~our~~a ~~Sponsor~~court of competent jurisdiction. Our determination of the expiration date of any patent in the United States or abroad that we consider relevant may be incorrect or inaccurate. Our failure to ~~cover~~identify ~~offering-related~~and correctly interpret relevant patents may negatively impact our ability to develop and ~~organizational~~market ~~expenses;~~our IMSR Plants.

~~● reimbursement for office space, utilities and secretarial and administrative support made available to us by our Sponsor or an affiliate thereof, in an amount equal to $15,000 per month;~~

●There ~~Payment~~are ofseveral ~~consulting,~~circumstances ~~success~~under orwhich ~~finder~~a ~~fees~~patent application may not be published and accessible to us or our ~~independent~~licensors. ~~directors~~For example, ~~advisors~~patent applications in the United States and many foreign jurisdictions are typically not published until 18 months after filing, orbut ~~their~~some ~~respective~~patent ~~affiliates~~applications in ~~connection~~the ~~with~~United States may be maintained in secrecy until the ~~consummation~~patents ofare issued. Publications in the scientific literature also often lag behind actual discoveries. Therefore, we cannot be certain that others have not filed patent applications for technology covered by our ~~initial~~issued ~~business~~patents ~~combination;~~or our pending applications, or that we were the first to invent the technology or to file a patent application covering the technology. Our competitors may have filed, and may in the future file, patent applications covering our IMSR Plants or technology similar to ours without us knowing. Any such patent application may have priority over our patent applications or patents, which could require us to procure rights to issued patents covering such technologies in order to avoid infringement claims.

● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;48

●Table ~~Reimbursement for any out-~~of~~-pocket~~ ~~expenses related to identifying, investigating, negotiating and completing an initial business combination; and~~Contents

●Customization ~~Repayment~~and ofhybridization ~~loans which may be made by our Sponsor or an affiliate~~ of ~~our~~the ~~Sponsor~~Thermal ~~or certain of our officers~~ and ~~directors~~Electric toFacility ~~finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans~~ may berequire ~~convertible~~additional ~~into~~research ~~Private~~and ~~Placement~~development Warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the applicable lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and/or noreliance ~~written~~on ~~agreements~~external ~~exist~~service ~~with respect to such loans~~providers.

~~Item~~We 14believe the IMSR Thermal and Electric Facility can be customized by the adaption of existing industrial technologies although we cannot provide assurance that will be the case. ~~Principal~~Should ~~Accountant~~this ~~Fees~~not be the case, customization and ~~Services~~hybridization of the Thermal and Electric Facility for specific applications may require extensive research and development programs and/or the development of new technologies. We have little experience of customization of the IMSR Thermal and Electric Facility and its hybridization with other energy systems and may rely on others to provide these services. As such, the timeline and cost of commercializing customized IMSR Plants will be longer than we currently anticipate.

~~The~~We ~~following~~may isbe asubject ~~summary~~ to claims of ~~fees~~ownership ~~paid~~and orother rights to beour ~~paid~~patents toand ~~Withum~~other ~~for~~intellectual ~~services~~property ~~rendered~~by third parties.

~~Audit~~Our ~~Fees~~confidentiality and intellectual property assignment agreements with our employees, consultants, and contractors generally provide that inventions conceived by the party in the course of rendering services to us will be our exclusive intellectual property and are required to be assigned to us if necessary. While we require our employees, consultants, and contractors to assign such intellectual property to us in the event that the intellectual property is not automatically assigned (e.g., as work made for hire), those agreements may not be honored and obligations to assign intellectual property may be challenged or breached. Moreover, there may be some circumstances, where we are unable to negotiate for such ownership rights and others misappropriate those rights in the process.

~~Audit~~We ~~fees~~may ~~consist~~be ofsubject ~~fees for~~to ~~professional~~claims ~~services~~that ~~rendered~~former ~~for~~employees, ~~the~~collaborators, ~~audit~~or ofother third parties have an interest in our ~~year~~patents or other intellectual property as an owner, a joint owner, a licensee, an inventor, or a co-~~end~~inventor. ~~financial~~In ~~statement~~the ~~and~~latter ~~services~~two ~~that~~cases, ~~are~~the ~~normally~~failure ~~provided~~to byname ~~Withum~~ the proper inventors on a patent application can result in ~~connection~~the ~~with~~patents ~~regulatory~~issuing ~~filings~~thereon being unenforceable. ~~During~~Inventorship ~~the~~disputes ~~period~~may arise from ~~April~~conflicting 4,views ~~2024~~regarding ~~(inception)~~the ~~through~~contributions ~~December~~of 31different individuals named as inventors, ~~2024~~the effects of foreign laws where foreign nationals are involved in the development of the subject matter of the patent, ~~fees~~conflicting ~~for~~obligations of third parties involved in developing our ~~independent registered~~patented ~~public~~technology ~~accounting~~or ~~firm~~as ~~were~~a ~~approximately~~result ~~$124~~of questions regarding co-ownership of potential joint inventions. Litigation may be necessary to resolve these and other claims challenging inventorship and ownership. Alternatively,~~800~~ or additionally, ~~for~~we may enter into agreements to clarify the ~~services~~scope ~~Withum~~of ~~performed~~our rights in ~~connection~~such ~~with~~intellectual ~~our~~property. ~~Initial~~If ~~Public Offering~~we fail in defending any such claims, ~~quarterly~~in ~~reviews~~addition ~~and~~to ~~the~~paying ~~audit~~monetary damages, we may lose exclusive ownership of, or right to use or license valuable intellectual property. Such an outcome could have a material adverse effect on our ~~December~~business. ~~31,~~Even ~~2024~~if ~~financial~~we ~~statement~~are ~~included~~successful in ~~this~~defending ~~Report~~against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

42Some of our management team have limited experience in operating a public company.

~~Audit-Related~~While ~~Fees~~several of our board members have experience as directors of publicly traded companies, some of our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to our management and growth. We may need to add additional personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting to maintain what is required of public companies in the United States. The development and implementation of the standards and controls necessary for us to maintain the level of accounting standards required of a public company in the United States may require costs greater than expected. We could be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statement and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the period from April 4, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statement and thus, we did not pay Withum for any audit-related fees for the period from April 4, 2024 (inception) through December 31, 2024.49

~~Tax~~Table ~~Fees~~of Contents

~~Tax~~Compliance ~~fees~~with ~~consist~~the ofreporting ~~fees~~obligations ~~billed for~~under ~~professional~~the ~~services~~United States ~~relating~~securities tolaws ~~tax~~and ~~compliance,~~Section 404 ~~tax~~of ~~planning~~Sarbanes-Oxley ~~and~~requires ~~tax~~expenditures ~~advice.~~of ~~During~~capital ~~the~~and ~~period~~other ~~from~~resources ~~April~~and 4,may ~~2024~~divert ~~(inception)~~management’s ~~through December~~attention. ~~31,~~If ~~2024,~~we ~~our~~fail ~~independent~~to ~~registered~~comply ~~public~~with ~~accounting~~these ~~firm~~reporting ~~did~~obligations ~~not~~or ~~render~~to ~~services~~maintain toadequate usinternal ~~for~~controls ~~tax~~our ~~compliance~~operations, ~~tax advice~~ and ~~tax~~ ~~planning~~investors’ ~~and~~confidence ~~thus,~~in ~~we did not pay Withum for any tax fees for the period from September 27~~us, ~~2023~~could ~~(inception)~~be ~~through~~materially ~~December~~and ~~31, 2024~~adversely affected.

~~All~~We ~~Other~~are ~~Fees~~required to comply with the periodic reporting obligations of the Exchange Act, Sarbanes-Oxley and other applicable securities rules and regulations, including the preparation of annual reports, quarterly reports, and current reports. Complying with these rules and regulations could cause us to incur additional legal and financial compliance costs and make some activities more difficult, time-consuming and costly. Further, by complying with public disclosure requirements, our business and financial condition are more visible, which may result in increased threatened or actual litigation.

~~All~~Management ~~other~~may ~~fees~~not ~~consist~~be ~~of fees~~able ~~billed~~to ~~for~~effectively ~~all~~and ~~other~~timely ~~services.~~implement ~~During~~controls and procedures that adequately respond to the ~~period~~increased ~~from~~regulatory ~~April~~compliance 4,and ~~2024~~reporting ~~(inception)~~requirements ~~through~~that ~~December~~will ~~31,~~be ~~2024,~~applicable ~~there~~after ~~were~~the noBusiness ~~fees~~Combination. ~~billed for~~If ~~products~~management ~~and~~is ~~services~~unable ~~provided~~to byconclude that we have effective internal control over financial reporting, or to certify the effectiveness of such controls, and our independent registered public accounting firm ~~other~~cannot ~~than~~render ~~those~~an ~~set~~unqualified ~~forth~~opinion ~~above~~on management’s assessment and ~~thus~~the effectiveness of our internal control over financial reporting at such time as it is required to do so, and material weaknesses in our internal control over financial reporting are identified, we ~~did~~ could be subject to regulatory scrutiny, a loss of public and investor confidence, and to litigation from investors and stockholders, which could have a material adverse effect on our business and our stock price. In addition, if we do not ~~pay~~maintain ~~Withum~~adequate ~~for~~financial ~~any~~and ~~other~~management ~~services~~personnel, ~~for~~processes and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in our common stock price and adversely affect our business, financial condition and results of operations. Failure to comply with the ~~period~~Sarbanes-Oxley ~~from~~Act ~~April~~could 4potentially subject us to sanctions or investigations by the SEC, ~~2024~~the ~~(inception)~~exchange ~~through~~upon ~~December~~which 31our securities are listed or other regulatory authorities, ~~2024~~which would require additional financial and management resources.

~~Pre~~If we fail to timely meet our reporting obligations under the Exchange Act, Sarbanes-~~Approval~~Oxley ~~Policy~~and other applicable securities rules and regulations in their entirety, we could be subject to penalties under federal securities laws and regulations of the Nasdaq and face lawsuits, and we will not be able to obtain independent accountant certifications required for public companies under Sarbanes-Oxley.

~~Our~~Risks ~~Audit~~Related ~~Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior~~ to ~~the~~Compliance ~~formation~~with ~~of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee~~Law, ~~and~~Government onRegulation ~~a going-forward basis, the Audit Committee has~~ and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). Litigation

43Our business may be subject to the policies, priorities, regulations, mandates and funding levels of governmental entities and may be negatively or positively impacted by any change thereto.

~~PART~~From IVtime to time, we may be subject to a wide variety of laws and regulations relating to various aspects of our business, including with respect to use and possession of radioactive materials; design, manufacture, operations, marketing and export of nuclear technologies; employment and labor; tax; data security of the operational and information technology we use; health and safety; zoning and environmental issues. Laws and regulations at the foreign, federal, state and local levels frequently change and are often interpreted in different ways, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative changes. While we monitor these developments and devote a significant amount of management’s time and external resources towards compliance with these laws, regulations and guidelines, we cannot guarantee that these measures will be satisfactory to regulators or other third parties, such as our customers, who are also subject to extensive governmental regulation. Our efforts to comply with new and changing laws and regulations may result in increased general and administrative expenses and a diversion of management time and attention. Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows, financial condition, and lead to regulatory delays that could impact our ability to obtain licenses, certificates, authorizations, permits, approvals, and/or certifications from regulatory agencies (collectively referred to herein as “regulatory approvals”).

~~Item 15. Exhibit and Financial Statement Schedules.~~50

~~(a)~~Table ~~The following documents are filed as part~~ of ~~this Report:~~Contents

~~(1)~~Failure ~~Financial~~to ~~Statements~~comply with these laws may result in civil penalties or private lawsuits, or the suspension or revocation of those regulatory approvals, which would prevent us from operating our business. With respect to our IMSR Plants, we and our customers require regulatory approval from the USNRC or other relevant regulators to construct and operate the IMSR Plants, and any additional local and state permitting requirements, as needed, including with respect to nuclear safety, environmental, and financial qualification, among other requirements. Similar regulatory approvals apply to Terrestrial Energy’s ability to develop the manufacturing capacity to supply IMSR Core-units and IMSR Fuel Salt to its customers. Our plans to deploy IMSR Plants rely on timely receipt of such regulatory approvals in the jurisdictions in which we seek to do business. Such regulatory approval processes may be subject to change, can be technically challenging to address, may result in the imposition of conditions that impact the financial viability of our IMSR Plants, and may also provide opportunities for third parties to lodge objections or seek more stringent requirements for our IMSR Plants. Failure to comply with these laws, obtain the required regulatory approvals, or receive exemptions from such regulations when available could result in regulatory enforcement, violations, fines, penalties, or the inability to operate our business. Any delays in regulatory approvals could also adversely affect our and our project partners’ ability to meet construction and operation timelines and thereby affect our financial performance.

		Page
Report of Independent Registered Public Accounting Firm		F-1
Balance Sheet as of December 31, 2024		F-2
Statement of Operations for the Period from April 4, 2024 (Inception) Through December 31, 2024		F-3
Statement of Changes in Shareholders’ Deficit for the Period from April 4, 2024 (Inception) through December 31, 2024		F-4
Statement of Cash Flows		F-5
Notes to Financial Statement		F-6 to F-18

~~(2)~~The ~~Financial~~U.S. government’s ~~Statement~~budget ~~Schedules~~deficit and the national debt, as well as any inability of the U.S. government to complete its budget or appropriations process for any government fiscal year could have an adverse impact on our or our customers’ business, financial condition, results of operations and cash flows.

~~All~~The ~~financial~~U.S. government’s ~~statement~~budget ~~schedules are~~deficit ~~omitted~~and ~~because~~the ~~they~~national ~~are~~debt, ~~not~~along ~~applicable~~with any negotiated resolution to increase or suspend the ~~amounts~~so-called ~~are~~debt ~~immaterial~~ceiling, ~~and~~as ~~not~~well ~~required,~~as orany inability of the ~~required~~U.S. government ~~information~~to iscomplete ~~presented~~its ~~in the~~budget ~~financial~~process ~~statement~~for any government fiscal year and ~~notes~~consequently ~~thereto~~having ~~beginning~~to shut down or operate on ~~page~~funding ~~F-1~~levels equivalent to its prior fiscal year pursuant to a “continuing resolution,” could have an adverse direct or indirect impact on our or our customers’ business, financial condition, results of ~~this~~operations ~~Report~~and cash flows.

~~(3)~~Considerable ~~Exhibits~~uncertainty exists regarding how future budget and program decisions will unfold, including the energy spending priorities of the U.S. government, what challenges budget reductions will present for the energy industry and whether annual appropriations bills for all agencies will be enacted by the U.S. government in a given fiscal year and thereafter due to many factors, including but not limited to, changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding. The U.S. government’s budget deficit and the national debt could have an adverse impact on our business, prospects, financial condition, results of operations and cash flows in a number of ways, including the following:

We●The ~~hereby~~U.S. government ~~file~~could asreduce ~~part~~or ~~of this~~delay ~~Report~~its ~~the~~spending ~~exhibits~~on, ~~listed~~reprioritize inits ~~the~~spending ~~attached~~away ~~Exhibit~~from, ~~Index.~~or ~~Exhibits~~decline ~~that~~to ~~are~~provide ~~incorporated~~funding ~~herein~~for bythe ~~reference~~government ~~can~~programs bein ~~inspected~~which ~~on the~~we ~~SEC website at www.sec.gov.~~participate;

~~Item 16~~●U.S. government ~~Form~~spending ~~10-K~~could ~~Summary~~be impacted by arrangements similar in effect to sequestration, which increases the uncertainty as to U.S. government spending priorities and levels; and

~~Omitted~~●We atmay experience declines in revenue, profitability and cash flows as a result of reduced or delayed demand or payments or other factors caused by economic difficulties of our ~~Company’s option~~customers and prospective customers, including U.S. federal, state and local governments.

~~REPORT~~These OFfactors ~~INDEPENDENT~~may ~~REGISTERED~~become ~~PUBLIC~~exacerbated ~~ACCOUNTING FIRM~~by rising interest rates as more U.S. government spending must be appropriated to servicing the national debt or if a deal to increase or suspend the debt ceiling reduces, or blocks previously proposed increases in, government programs in which we participate. In the event we receive or benefit from significant support from state, local or non-U.S. governmental support, similar factors may impact such support as well. Furthermore, we believe continued budget pressures could have negative consequences for the nuclear energy industry and the customers, employees, suppliers, investors and communities that rely on companies in the nuclear energy industry. Budget and program decisions made in this environment would have long-term implications for us and the entire nuclear energy industry.

~~To the Shareholders and the Board of Directors of~~51

~~HCM~~Table IIof ~~Acquisition Corp.~~Contents

~~Opinion~~We onmay ~~the~~pursue ~~Financial~~government ~~Statement~~awards involving cost-share related to our R&D work, which could be affected by our failure to comply with certain laws and regulations.

WeFrom ~~have~~time ~~audited~~to ~~the~~time, ~~accompanying~~we ~~balance~~may ~~sheet of~~pursue ~~HCM~~federal IIfunds ~~Acquisition~~under ~~Corp.~~grants ~~(the~~and ~~“Company”)~~cooperative asagreements, ofin ~~December~~which ~~31,~~case ~~2024,~~we ~~the~~would ~~related~~be ~~statement~~required ofto ~~operations,~~comply ~~statement~~with ofvarious ~~changes in~~statutes ~~shareholders’~~and ~~equity~~regulations ~~(deficit)~~applicable ~~and~~to ~~statement~~entities that perform awards in support of ~~cash~~government ~~flows~~entities. ~~for~~We ~~the~~must ~~period~~also ~~from~~comply ~~April~~with 4,various ~~2024~~national ~~(inception)~~policy ~~through~~requirements ~~December~~that 31are prescribed by statute, ~~2024~~ Executive Order, ~~and~~policy ~~the~~guidance ~~related~~issued ~~notes~~by ~~(collectively~~the ~~referred~~Executive toOffice asof the ~~“financial~~President, ~~statement”)~~or other regulations. InOur performance under our ~~opinion,~~U.S. government ~~the~~awards ~~financial~~and ~~statement presents~~our ~~fairly,~~compliance inwith ~~all~~the ~~material~~terms ~~respects,~~of ~~the~~those ~~financial~~awards ~~position~~and ofapplicable ~~the~~laws ~~Company~~and asregulations ofwould ~~December~~be 31subject to periodic audit, ~~2024~~review, and ~~the~~investigation ~~results~~by various agencies of ~~its~~the ~~operations~~ U.S. government. Compliance with these laws and ~~its~~regulations ~~cash~~may ~~flows~~affect ~~for~~how ~~the~~we ~~period~~do ~~from~~business ~~April~~and 4,may ~~2024~~impose ~~(inception)~~added ~~through~~costs ~~December~~on ~~31,~~our ~~2024,~~business. inFailure ~~conformity~~to ~~with~~comply ~~accounting~~may ~~principles~~also ~~generally accepted~~lead into ~~the~~civil ~~United~~or ~~States~~criminal penalties, including whole or partial suspension or termination of ~~America~~our U.S. government awards, and/or suspension or debarment from contracting with federal agencies.

~~Going~~Uncertain ~~Concern~~global macro-economic and political conditions could materially adversely affect our business prospects, financial condition, results of operations and cash flow.

~~The~~Our ~~accompanying~~results ~~financial~~of ~~statement~~operations ~~has~~are ~~been prepared~~materially ~~assuming~~affected ~~that~~by ~~the~~economic ~~Company~~and ~~will~~political ~~continue~~conditions ~~as a going concern. As discussed~~ in ~~Note~~the 1United States toand ~~the~~internationally, ~~financial~~including ~~statements~~inflation, ifdeflation, ~~the~~interest ~~Company is~~rates, ~~unable~~availability toof ~~raise~~capital, ~~additional~~energy ~~funds~~and tocommodity ~~alleviate~~prices, ~~liquidity~~trade ~~needs~~laws and ~~complete~~the aeffects ~~business~~of ~~combination~~governmental byinitiatives ~~August~~to ~~19,~~manage ~~2026,~~economic ~~then~~conditions. ~~the~~Current ~~Company will~~or ~~cease~~potential ~~all~~customers ~~operations~~may ~~except~~delay ~~for~~or ~~the~~decrease ~~purpose~~spending ofon ~~liquidating.~~our ~~The~~products ~~liquidity~~and ~~condition~~services ~~raises~~as ~~substantial~~their ~~doubt~~business ~~about~~and ~~the~~budgets ~~Company’s ability~~are toimpacted ~~continue~~by aseconomic ~~a going concern~~conditions. ~~Management’s~~The ~~plans~~inability inof ~~regard~~current toand ~~these~~potential ~~matters~~customers ~~are~~to ~~also~~pay ~~described~~us infor ~~Note~~our 1.products ~~The~~and ~~financial~~services ~~statements do~~may ~~not~~adversely ~~include~~affect ~~any~~our ~~adjustments~~earnings ~~that~~and ~~might~~cash ~~result from the outcome of this uncertainty~~flows.

~~Basis~~The ongoing war in Ukraine has escalated tensions between the United States, and its North Atlantic Treaty Organization (“NATO”) allies on one hand, and Russia on the other. These developments or other tensions in the future may continue to contribute to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions for ~~Opinion~~equipment, which could have an adverse impact on our operations and financial performance. Global supply chain disruptions have increasingly affected both the availability and cost of raw materials, component manufacturing, reactor fuel and deliveries. These disruptions may result in delays in equipment deliveries and cost escalations that could adversely affect our business prospects, financial condition, results of operations and cash flows.

~~This~~We ~~financial~~and ~~statement~~our issuppliers ~~the~~are ~~responsibility of~~subject ~~the~~to ~~Company’s~~stringent ~~management~~U.S. export ~~Our~~and ~~responsibility~~import iscontrol tolaws ~~express~~and anregulations ~~opinion~~and onanalogous ~~the~~laws ~~Company’s~~and ~~financial~~regulations ~~statement~~in ~~based~~other ~~on our audits~~jurisdictions. WeUnfavorable ~~are~~changes ain ~~public~~these ~~accounting~~laws ~~firm~~and ~~registered~~regulations ~~with~~or ~~the~~U.S. government ~~Public~~or ~~Company~~other ~~Accounting~~relevant ~~Oversight~~government ~~Board~~licensing ~~(United~~policies, ~~States)~~our ~~(“PCAOB”) and~~failure ~~are~~to ~~required~~secure totimely beU.S. government ~~independent~~or ~~with~~other ~~respect~~relevant togovernment ~~the~~authorizations ~~Company~~under insuch ~~accordance~~laws ~~with~~and ~~the~~regulations, ~~U.S.~~or ~~federal~~our ~~securities~~failure ~~laws~~to ~~and~~comply ~~the~~with ~~applicable rules~~such laws and regulations ofcould ~~the~~have ~~Securities~~a ~~and~~material ~~Exchange~~adverse ~~Commission~~effect on our business prospects, financial condition, results of operations and ~~the~~cash ~~PCAOB~~flows.

WeOur ~~conducted~~and our ~~audits~~suppliers’ ininability ~~accordance~~to ~~with~~secure ~~the standards~~and ofmaintain ~~the~~required ~~PCAOB.~~export ~~Those~~or ~~standards~~import ~~require~~licenses ~~that~~or weauthorizations ~~plan~~in ~~and~~applicable ~~perform~~jurisdictions ~~the~~could ~~audits~~negatively impact our ability to ~~obtain~~compete ~~reasonable~~successfully ~~assurance~~or ~~about~~develop ~~whether~~or ~~the~~market ~~financial statement~~our isIMSR ~~free~~technology offor ~~material~~commercial ~~misstatement~~applications in and outside the United States. For example, ~~whether~~if ~~due~~we were unable to ~~error~~obtain or ~~fraud.~~maintain ~~The~~licenses ~~Company~~to isexport ~~not~~our ~~required~~IMSR technology or certain hardware to ~~have,~~a ~~nor~~particular ~~were~~country, we ~~engaged~~would ~~to perform,~~be aneffectively ~~audit~~prohibited offrom ~~its~~exporting ~~internal~~our ~~control~~IMSR ~~over~~technology ~~financial~~in ~~reporting.~~that Ascountry, ~~part~~which would limit the number of ~~our~~customers ~~audits~~to those in the United States and in countries where we are able to secure licenses (or where licenses are not required). If we were unable to obtain anauthorization ~~understanding~~to ~~of internal~~export ~~control~~our ~~over~~technology, ~~financial~~hardware, ~~reporting~~code ~~but~~or ~~not~~technical assistance, we would experience a limited market for ~~the~~our ~~purpose~~technology, which would provide a commercial advantage to international suppliers of ~~expressing~~nuclear plant technology that is competitive to ours. In these cases, these restrictions could lead to an ~~opinion~~adverse impact on ~~the~~our ~~effectiveness~~ability ofto ~~the~~sell ~~entity’s~~our ~~internal control~~commercial ~~over~~technology. ~~financial~~Similarly, ~~reporting.~~if ~~Accordingly~~we were unable to secure export or import authorizations, we ~~express~~may noneed ~~such~~to ~~opinion~~implement design changes to our IMSR Plants to address issues with our supplier chain, which may increase costs or result in delays in delivery of new plants and subsequent additional IMSR Plants.

Our audits included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audits provide a reasonable basis for our opinion.52

~~/s/~~Table ~~WithumSmith+Brown,~~of PCContents

WeFailure ~~have~~to ~~served~~comply aswith export control laws and regulations could expose us to civil or criminal penalties, fines, investigations, more onerous compliance requirements, loss of export privileges, debarment from government contracts or limitations on our ability to enter into contracts with the ~~Company’s~~U.S. or ~~auditor since~~other ~~2024~~relevant government. Any changes in export control regulations or U.S. or other government licensing policy, such as that necessary to implement U.S. government commitments to multilateral control regimes, may restrict our operations.

~~New~~We ~~York~~are part of the nuclear power industry, ~~New~~which ~~York~~is highly regulated. Our molten salt nuclear fuel form differs from fuel forms currently licensed and used by commercial nuclear power plants, and our IMSR technology differs from reactor technology currently in commercial operation, including with respect to potential industrial uses. As a result, the regulatory licensing and approval process for our IMSR Plants may be delayed and made more costly, and industry acceptance of our nuclear fuels may be hampered.

~~March~~The 31nuclear power industry is highly regulated. All entities that operate nuclear power facilities, ~~2025~~fabricate nuclear fuel and transport nuclear materials in the United States are subject to the jurisdiction of the USNRC (except for those facilities and applications separately regulated by the DOE), and entities performing the same activities in other countries are subject to regulation by the USNRC’s counterparts around the world. Our IMSR Fuel Salt differs significantly in some respects from the fuel form used today by commercial nuclear power facilities. These differences may result in a longer and more extensive review by the USNRC and its counterparts around the world, which could cause fuel development program delays and delays in commercialization. Similarly, our IMSR design differs significantly in some respects from the nuclear reactors used today at commercial nuclear power facilities. These differences could result in more prolonged and extensive review by the USNRC and its counterparts around the world that could cause reactor development program delays and delays in commercialization. Under the Atomic Energy Act and the implementing USNRC regulations, members of the public, state, or tribal governments may request a public hearing opposing the issuance of any USNRC permit or license, or challenging portions of the license or permit application or of the USNRC’s review. Certain USNRC actions also include provision for a mandatory administrative hearing regardless of whether any contentions are submitted in conjunction with the action. These hearing processes may delay or prevent the issuance of required regulatory approvals (e.g., permits or licenses) for our IMSR reactors.

~~PCAOB ID Number 100~~

~~F-1~~While we have planned for engagements with any other nuclear regulators, such as the Office of Nuclear Regulation in the United Kingdom, to date we have only engaged with the USNRC and CNSC. Any planned international expansion will increase our exposure to U.S. export control laws as well as laws and regulations of foreign jurisdictions the impact of which cannot be predicted at this time. Exports to other countries may require cooperation from the United States or other governments and may result in shortages and delays if not accomplished within assumed timelines or costs. Additionally, we may require U.S. approvals in order to import certain materials and components which may be predominantly produced outside of the United States. We must obtain governmental licenses to transport, possess, and use radioactive materials, including isotopes of uranium, in our operations. These are generally granted as part of operations licensing. Our IMSR Plant project developer and operator customers will also require licensing and approvals, from initial approval or licensing through construction and operations and into decommissioning. Failure to obtain or maintain, or delays in obtaining, such licenses could have a material adverse effect on our business prospects, financial condition, results of operations and cash flows.

~~HCM~~Our IIIMSR ~~ACQUISITION~~Fuel ~~CORP~~Salt development timeline relies on the relevant nuclear regulator to accept and approve technical information and documentation about our reactor fuel that is generated during the fuel qualification program. For example, we started our engagement with the USNRC in 2017, entering a pre-application phase of the U.S. nuclear regulatory process, which is guided by our regulator engagement plan, which we periodically update and file with the USNRC. There is a risk that regulators may require additional information regarding the fuel’s behavior or performance that necessitates additional, unplanned analytical and/or experimental work which could cause schedule delays and require more research and development funding. Similarly, our reactor development timeline relies on the relevant nuclear regulator to accept and approve technical information and documentation about our IMSR Plant design in the course of any design-specific licensing, certification, approval or similar process, or in the course of facility-specific licensing. There is a risk that regulators may require additional information regarding the IMSR Plant’s behavior or performance that necessitates additional, unplanned analytical and/or experimental work which could cause schedule delays and require more research and development funding.

~~BALANCE SHEET~~53

~~DECEMBER~~Table ~~31,~~of ~~2024~~Contents

Assets
Current assets
Cash	$	668,089
Other receivable		41,250
Due from Sponsor		4,466
Short-term prepaid insurance		90,250
Prepaid expenses		16,112
Total current assets		820,167
Long-term prepaid insurance		52,646
Marketable securities held in Trust Account		235,193,585
Total Assets	$	236,066,398
Liabilities and Shareholders’ Deficit
Current Liabilities
Accrued expenses	$	458,624
Total current liabilities		458,624
Deferred underwriting fee		10,720,000
Total Liabilities		11,178,624
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.23 per share		235,193,585
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption)		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding		575
Additional paid-in capital		—
Accumulated deficit		(10,306,386	)
Total Shareholders’ Deficit		(10,305,811	)
Total Liabilities and Shareholders’ Deficit	$	236,066,398

We must complete nuclear material qualifications in a manner compliant with regulatory standards and obtain regulatory approvals for the use of various materials in our IMSR design. This includes long lead-time irradiation testing and analysis, which may require redesign or use of alternative suppliers if results are unsatisfactory. Further, certain key nuclear grade materials and components, such as graphite, are only produced in limited quantity and predominantly outside of the United States. Cultivating expanded foreign or domestic U.S. supply chain manufacturing capacity for key materials and components depends on cooperation from government and supply chain partners that may result in shortages and delays if not accomplished within assumed timelines or costs. These key materials and components may also be particularly vulnerable to inflationary pressures and cost increases.

The ~~accompanying~~equipment, ~~notes~~components, and materials used in a nuclear power plant are ansubject ~~integral~~to ~~part~~a heightened level of manufacturing and quality assurance scrutiny, in compliance with USNRC regulations, applicable codes and nuclear industry standards. Moreover, it is critical to demonstrate in facility design and development that the ~~financial~~materials ~~statement~~used in the facility that will be exposed to radiation will perform in accordance with necessary design parameters. The heightened manufacturing and quality assurance requirements and regulatory oversight limit the number of potential suppliers from whom we can procure many types of equipment, components, and materials used in our IMSR Plant, as well as the types of facilities where we can test certain materials. These suppliers and the key materials and essential components may be particularly vulnerable to price increases, as a result of supply and demand dynamics, inflation and other price pressures. As a result, supplier delays, unexpected performance testing results, issues in the manufacturing process or procuring necessary materials, international procurement needs, regulatory compliance issues, component qualification issues or delays, increases in costs as a result of inflation or otherwise, and geopolitical considerations can all impact our ability to perform necessary R&D, construct and deploy our IMSR Plants. This could impact our project timelines and costs, as well as affect potential customer interest in our IMSR Plant design.

FThe IMSR Plant design has not yet been approved or licensed for use by the USNRC or the Canadian Nuclear Safety Commission at any site, and approval or licensing of these designs is not guaranteed. Further, the Company does not intend to act as the licensee, owner, or operator of IMSR Plants. Our business model is based on the supply of nuclear reactor systems, fuel, and engineering services to owner-2operator customers who are responsible for securing all necessary regulatory approvals and financings. Unfavorable changes in the laws and regulations or other relevant government licensing policies applicable to our customers, or the failure of our customers to secure timely relevant government authorizations under such laws and regulations or to secure necessary financing to operate IMSR Plants, could have a material adverse effect on our business prospects, financial condition, results of operations and cash flows.

~~HCM~~Terrestrial IIEnergy ~~ACQUISITION~~has ~~CORP~~completed the CNSC Vendor Design Review process to systematically identify any fundamental barriers to licensing in the Canadian market, with no fundamental barriers to licensing identified by the CNSC. Terrestrial Energy is similarly engaged with the USNRC to address technical, policy, and programmatic matters ahead of formal application review. We started our engagement with the USNRC in 2017, entering a pre-application phase of the U.S. nuclear regulatory process guided by our regulator engagement plan. This plan anticipates that we will seek as applicant 10 C.F.R. Part 52 Standard Design Approval of the IMSR.

~~STATEMENT~~Notwithstanding OFthose ~~OPERATIONS~~actions, the IMSR Plant design has not yet been licensed, certified or approved by the USNRC or the CNSC, and no currently operating USNRC- or CNSC-regulated reactor uses molten salt reactor technology. The USNRC has not advanced our status from the pre-application phase of the U.S. nuclear regulatory process. Additionally, no commercial nuclear reactor that is not water cooled is currently operating in the U.S. under an USNRC-issued license, and no advanced fission technology has been approved for commercial operation by the USNRC and, pending regulatory activity may not be finalized on timelines favorable to its commercialization schedule, or may impose requirements more onerous than anticipated.

~~FOR THE PERIOD FROM APRIL 4, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024~~54

General and administrative costs	$	634,797
Loss from operations		(634,797	)
Other income:
Interest earned on marketable securities held in Trust Account		4,043,585
Total other income		4,043,585
Net income	$	3,408,788
Weighted average shares outstanding of Class A ordinary shares		11,372,694
Basic and diluted net income per ordinary share, Class A ordinary shares	$	0.20
Weighted average shares outstanding, Class B ordinary shares		5,297,048
Basic and diluted net income per ordinary share, Class B ordinary shares	$	0.20

Table of Contents

The ~~accompanying~~USNRC ~~notes~~has ~~are~~the anauthority ~~integral~~to ~~part~~issue notices of violation for violations of Title 10 of the ~~financial~~Code ~~statement~~of Federal Regulations, executing the Atomic Energy Act of 1954, as amended (the “Atomic Energy Act”), USNRC’s regulations and conditions of licenses, certificates of compliance, and orders. The USNRC has authority to impose civil penalties (the maximum amount of which is adjusted annually to account for inflation) or additional requirements and to order cessation of operations for violations of these requirements. Penalties under the USNRC regulations and applicable agency guidelines could include substantial fines, imposition of additional requirements, or withdrawal or suspension of licenses or certificates and criminal penalties.

~~F-3~~If the USNRC or CNSC disagrees with our, or our customers’, licensing approach or the technical bases supporting the nuclear safety and environmental impact evaluations, the construction and operating license application processes could take longer than currently expected, or a license may not be granted at all, which could materially and adversely affect our business. Further, the USNRC or CNSC could impose conditions in a license that are not acceptable to us or our customers, which could materially and adversely affect our business. Any delays, conditions or unexpected requirements may increase costs for us or our customers and may result in uncertainty regarding the ability to deploy our technology in a predictable way, which may adversely impact our competitiveness and have a material adverse effect on our business prospects, financial condition, results of operations and cash flows.

~~HCM~~IMSR IIPlant ~~ACQUISITION~~projects ~~CORP~~are expected to be financed at the project level by consortium participants, including operators, offtakers, suppliers, and third-party investors, potentially including the public sector, and those parties may be unable to raise sufficient capital, may face higher-than-expected costs of capital, or may impose conditions that delay or prevent a project from proceeding. We do not control, and may have limited visibility into, the financial condition, capital structure, or financing strategy of any particular owner-operator or project consortium. The failure of any consortium participant to fulfill its financing commitments, the withdrawal of a key participant, or the inability of the consortium to close project-level financing could result in a project being delayed, restructured, or abandoned entirely, which would in turn delay or eliminate the revenues we expect to derive from that project.

~~STATEMENT~~Changes OFin ~~CHANGES~~government INagency ~~SHAREHOLDERS’ DEFICIT~~budgets as well as staffing shortages at national laboratories and other government agencies may lengthen our estimated timelines for regulatory approval and construction.

~~FOR~~Certain ~~THE~~of ~~PERIOD~~our ~~FROM~~IMSR ~~APRIL~~Plant’s 4components and materials including IMSR Fuel Salt production are dependent upon collaborations with national laboratories and/or various regulatory approvals. Government agency budgets and staffing are driven by the priorities of leadership at federal agencies as well as policy makers. Changes in government agency budgets, ~~2024~~personnel, and any resulting staffing shortages may delay operating of our IMSR Plants, including IMSR Fuel Salt production and delay or prevent the issuance of required regulatory approvals (~~INCEPTION~~e.g., permits or licenses) ~~THROUGH~~ ~~DECEMBER~~for ~~31,~~our ~~2024~~nuclear facilities.

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance – April 4, 2024 (inception)		—	$	—		—	$	—	$	—		$	—		$	—
Issuance of Class B ordinary shares to Sponsor (1)		—		—		5,750,000		575		24,425			—			25,000
Accretion for Class A ordinary shares to redemption amount		—		—		—		—		(7,348,508	)		(13,715,174	)		(21,063,682	)
Sale of 6,850,000 Private Placement Warrants		—		—		—		—		6,850,000			—			6,850,000
Fair value of Public Warrants at issuance		—		—		—		—		529,000			—			529,000
Allocated value of transaction costs		—		—		—		—		(54,917	)		—			(54,917	)
Net income		—		—		—		—		—			3,408,788			3,408,788
Balance – December 31, 2024		—	$	—		5,750,000	$	575	$	—		$	(10,306,386	)	$	(10,305,811	)

Even if the IMSR Plant is licensed in the United States or Canada, we must still obtain approvals on a country-by-country basis to deploy these reactor technologies, which approvals may be delayed or denied or which may require modification to our design.

~~(1)~~Even ~~Included~~if upthe toIMSR ~~750~~Plant is licensed,~~000~~ ~~Class~~certified Band/or ~~ordinary~~approved ~~shares~~in ~~subject~~the toUnited States ~~forfeiture~~or Canada, if ~~the~~we ~~over-allotment~~are ~~option~~to isdeploy ~~not~~our ~~exercised~~technology in ~~full~~other orcountries, inwe ~~part~~must byfirst ~~the~~obtain ~~underwriters~~regulatory ~~(Note~~approvals 7)for our technology in those countries. OnThe ~~August~~regulatory ~~19,~~framework ~~2024~~to obtain approvals is complex, ~~the~~varies ~~Company~~from ~~consummated~~country ~~its~~to ~~IPO~~country, and ~~sold~~may ~~23,000,000~~involve ~~Units,~~authorities ~~including~~on ~~3,000,000~~a ~~Units~~sub-national ~~sold~~or ~~pursuant~~local level. Timelines are likely to ~~the~~be ~~full~~longer ~~exercise~~for initial deployments of ~~the~~our ~~underwriters’~~technology ~~option~~in toany ~~purchase~~jurisdiction, ~~additional~~as ~~units~~regulatory toagencies ~~cover~~may not be familiar with our technology and how it differs from the ~~over-allotment~~technology used in legacy nuclear power facilities. Moreover, ~~hence~~other countries’ approval processes may differ markedly from the ~~750~~USNRC process or the CNSC process,~~000~~ ~~shares~~or they may require that we alter aspects of ~~Class~~our Bdesign ~~ordinary~~before ~~shares~~providing ~~were~~approval. noDenial ~~longer~~or ~~subject~~delay toin ~~forfeiture~~approvals abroad could materially and adversely affect our business outside of the United States and Canada.

~~The accompanying notes are an integral part of the financial statement.~~55

~~F-4~~Table of Contents

~~HCM~~There IIis ~~ACQUISITION~~no ~~CORP~~assurance that nuclear regulators will accept the exclusion of the Thermal and Electric Facility from the operating license requirements for the IMSR Plant.

~~STATEMENT~~We OFbelieve ~~CASH~~the ~~FLOWS~~Thermal and Electric Facility of the IMSR Plant is outside the scope of nuclear regulation based on our understanding of nuclear regulatory requirements following our completed VDR engagement with the CNSC. However, there is no assurance that a nuclear regulator will accept the exclusion of the Thermal and Electric Facility. If this is not the case, our pursuit of new markets with novel applications will be severely limited and will likely exclude the use of natural gas for initial thermal energy supply and as back-up during full operation of the IMSR Plant.

~~FOR~~Our ~~THE~~customers ~~PERIOD~~could ~~FROM~~incur ~~APRIL~~substantial 4,costs ~~2024~~as ~~(INCEPTION) THROUGH~~a ~~DECEMBER~~result 31of violations of, ~~2024~~or liabilities under, environmental laws.

Cash Flows from Operating Activities:
Net income:	$	3,408,788
Adjustments to reconcile net income to net cash used in operating activities:
Operating costs paid by Sponsor in exchange for issuance of Class B founder shares		12,463
Payment of operation costs through promissory note		45,200
Interest earned on marketable securities held in Trust Account		(4,043,585	)
Changes in operating assets and liabilities:
Other receivable		(41,250	)
Prepaid expenses		(16,112	)
Due from Sponsor		(4,466	)
Short term prepaid insurance		(90,250	)
Long term prepaid insurance		(52,646	)
Accrued expenses		458,624
Net cash used in operating activities		(323,234	)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		(231,150,000	)
Net cash used in investing activities		(231,150,000	)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		226,000,000
Proceeds from sale of Private Placements Warrants		6,850,000
Repayment of promissory note - related party		(233,127	)
Payment of offering costs		(475,550	)
Net cash provided by financing activities		232,141,323
Net Change in Cash		668,089
Cash – Beginning of period		—
Cash – End of period	$	668,089
Noncash financing activities:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	12,537
Deferred offering costs paid through promissory note – related party	$	187,927
Deferred underwriting fee payable	$	10,720,000
Accretion of Class A ordinary shares to redemption value	$	21,063,682

The operations and properties of our customers are subject to a variety of federal, state, local and foreign environmental, health and safety laws and regulations governing, among other things, air emissions, wastewater discharges, management and disposal of hazardous, non-hazardous and radioactive materials and waste and remediation of releases of hazardous materials. Although our business is to design and sell our IMSR Plant design and supply key components and services, rather than to construct and own or operate power plants, we must design our IMSR Plant so it complies with such laws and regulations. Compliance with environmental requirements could require our customers to incur significant expenditures or result in significant restrictions on their operations, and the failure to comply with such laws and regulations, including failing to obtain any necessary permits, could result in substantial fines or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring our customers to conduct or fund remedial or corrective measures, install pollution control equipment or perform other actions. More vigorous enforcement by regulatory agencies, the future enactment of more stringent laws, regulations or permit requirements, including relating to climate change, or other unanticipated events may arise in the future and adversely impact the market for our products or demand for our products from our customers, which could materially and adversely affect our business, financial condition and results of operations.

~~The~~We ~~accompanying~~are ~~notes~~subject ~~are~~to anlaws ~~integral~~and ~~part~~regulations of governing the ~~financial~~use, ~~statement~~transportation, and disposal of toxic, hazardous and/or radioactive materials. Failure to comply with these laws and regulations could result in substantial fines and/or enforcement actions.

FWith respect to our component manufacturing and fuel supply both in the United States and abroad, our operations will be subject to a variety of federal, state, local environmental, health and safety laws and regulations governing, among other things, air emissions, wastewater discharges, management and disposal of hazardous, non-5hazardous, and radioactive materials and waste and remediation of releases of hazardous materials. Additionally, we are responsible for decommissioning of facilities where we conduct, or previously conducted, commercial, USNRC-licensed, operations.

~~HCM~~We IImay ~~ACQUISITION~~be ~~CORP~~liable if we fail to comply with federal, state, and local environmental, health and safety laws and regulations. Failing to comply with such laws and regulations, including failing to obtain any necessary permits, could result in substantial fines or enforcement actions. This might require us to stop or curtail operations or conduct or fund remedial or corrective measures, make additional investments into safety-related improvements or perform other actions. The enactment of more stringent laws, regulations or permit requirements or other unanticipated events may arise in the future and adversely impact the market for our products, which could materially and adversely affect our business, financial condition, and results of operations. We could incur substantial costs as a result of a violation of, or liabilities under, environmental laws.

~~NOTES~~Changes TOin ~~THE~~tax ~~FINANCIAL~~laws ~~STATEMENTS~~could adversely affect our business prospects and financial results.

~~DECEMBER~~We 31will be subject to taxes in the United States and certain foreign jurisdictions. Due to economic and political conditions, ~~2024~~tax rates in various jurisdictions, including the United States, may be subject to change. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws or their interpretation. We may be subject to income tax audits by various tax jurisdictions. An adverse resolution by one or more taxing authorities could have a material impact on our finances. Further, we may be unable to utilize any net operating losses in the event a change in control is determined to have occurred.

~~NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS~~56

~~HCM~~Table ~~II Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on April~~

Filing Compare · Terrestrial Energy Inc. /DE/