4//SEC Filing
Matthews Shawn 4
Accession 0001213900-25-104331
CIK 0002019804other
Filed
Oct 29, 8:00 PM ET
Accepted
Oct 30, 8:31 PM ET
Size
14.6 KB
Accession
0001213900-25-104331
Insider Transaction Report
Form 4
Matthews Shawn
Director
Transactions
- Other
Warrants
2025-10-28$11.50/sh−4,275,000$49,162,500→ 4,275,000 total(indirect: See Footnote)Exercise: $11.50From: 2025-11-27Exp: 2030-10-28→ Common Stock, par value $0.0001 per share (4,275,000 underlying) - Other
Common Stock, par value $0.0001 per share
2025-10-28+5,675,000→ 5,675,000 total(indirect: See Footnote) - Other
Common Stock, par value $0.0001 per share
2025-10-28+533,514→ 533,514 total - Other
Warrants
2025-10-28$11.50/sh−1,267,599$14,577,389→ 1,267,599 total(indirect: See Footnote)Exercise: $11.50From: 2025-11-27Exp: 2030-10-28→ Common Stock, par value $0.0001 per share (1,267,599 underlying)
Transactions
- Other
Warrants
2025-10-28$11.50/sh−4,275,000$49,162,500→ 4,275,000 total(indirect: See Footnote)Exercise: $11.50From: 2025-11-27Exp: 2030-10-28→ Common Stock, par value $0.0001 per share (4,275,000 underlying) - Other
Common Stock, par value $0.0001 per share
2025-10-28+5,675,000→ 5,675,000 total(indirect: See Footnote) - Other
Common Stock, par value $0.0001 per share
2025-10-28+533,514→ 533,514 total - Other
Warrants
2025-10-28$11.50/sh−1,267,599$14,577,389→ 1,267,599 total(indirect: See Footnote)Exercise: $11.50From: 2025-11-27Exp: 2030-10-28→ Common Stock, par value $0.0001 per share (1,267,599 underlying)
Footnotes (4)
- [F1]Upon closing of the business combination (the "Business Combination") between the Issuer (which was formerly known as HCM II Acquisition Corp. or "HCM II") and Terrestrial Energy Inc. ("Terrestrial") the reporting person acquired these securities in exchange for the reporting person's securities in Terrestrial pursuant to the terms and conditions of the business combination agreement, dated March 26, 2025 and as amended on October 28, 2025, by and among HCM II, Terrestrial and HCM II Merger Sub Inc. (the "BCA"). The reporting person resigned as an officer of HCM II upon the closing of the Business Combination.
- [F2]Mr. Matthews is the sole managing member of HCM Investor Holdings II, LLC (the "Sponsor"), which is registered owner of these shares and warrants, and Mr. Matthews holds voting and investment power with respect to shares and warrants held of record by the Sponsor.
- [F3]Upon closing of the Business Combination, between Terrestrial Energy Inc., a Delaware corporation formerly known as HCM II Acquisition Corp. ("New Terrestrial"), and Terrestrial Energy Development Inc., a Delaware corporation formerly known as Terrestrial Energy Inc. ("Legacy Terrestrial"), the reporting person acquired these securities in exchange for the reporting person's securities in Legacy Terrestrial pursuant to the terms and conditions of the BCA.
- [F4]Mr. Matthews is the sole managing member of Hondo Holdings LLC, which is registered owner of these warrants, and Mr. Matthews holds voting and investment power with respect to warrants held of record by Hondo Holdings LLC.
Documents
Issuer
Terrestrial Energy Inc. /DE/
CIK 0002019804
Entity typeother
Related Parties
1- filerCIK 0001855118
Filing Metadata
- Form type
- 4
- Filed
- Oct 29, 8:00 PM ET
- Accepted
- Oct 30, 8:31 PM ET
- Size
- 14.6 KB