UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 2223, 2025

~~HCM~~Terrestrial IIEnergy ~~Acquisition Corp~~Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-42252	98-1785406
Delaware	001-42252	98-1785406
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2730 W. Tyvola Road, Suite 100

Charlotte, NC 28217

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (646) 687-8212

HCM II Acquisition Corp.

100 First Stamford Place, Suite 330

Stamford, CT 06902

(Address of principal executive offices, including zip code)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 share of Class A ordinary share and one-half of one Redeemable Warrant	HONDU	The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share	IMSR	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	HOND	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
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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

~~Item~~ INTRODUCTORY ~~5.07 Submission of Matters to a Vote of Security Holders~~NOTE

OnTerms ~~October~~used ~~20,~~in ~~2025,~~this ~~HCM II Acquisition Corp. (the “Company”~~Current orReport ~~“HCM~~on ~~II”)~~Form ~~held~~8-K ~~an extraordinary general meeting of its shareholders~~ (~~the~~this “~~extraordinary~~Current ~~general meeting~~Report”)~~. At~~ ~~the~~but ~~extraordinary~~not ~~general~~defined ~~meeting~~herein, ofor ~~the~~for ~~23,000,000~~which ~~shares~~definitions ofare ~~Class~~not Aotherwise ~~ordinary share, par value $0.0001 per share, of the Company~~incorporated ~~(each~~by anreference ~~“HCM II Class A Ordinary Share”) and 5~~herein,~~750,000~~ ~~Class B~~shall ~~ordinary~~have ~~shares, par value $0.0001 per share, of~~ the ~~Company~~meanings ~~(each~~given anto ~~“HCM~~such IIterms ~~Class~~in ~~B Ordinary Share”, collectively with~~ the ~~HCM~~Proxy IIStatement/Prospectus ~~Class~~(as Adefined ~~Ordinary~~below) ~~Shares,~~in the section entitled “~~HCM II~~Frequently ~~Ordinary~~Used ~~Shares~~Terms”) ~~outstanding~~ and ~~entitled to~~such ~~vote,~~definitions ~~15,592,936~~are ~~shares~~incorporated ~~were~~by ~~represented,~~reference ~~constituting a quorum~~herein. ~~The final results for each of the matters submitted to a vote of shareholders at the extraordinary general meeting are as follows:~~

~~Proposal~~This ~~No.~~Current 1Report -incorporates by ~~The~~reference ~~Business~~certain ~~Combination~~information ~~Proposal:~~from ~~The~~reports ~~shareholders approved~~ and ~~adopted~~other ~~the~~documents ~~Business~~that ~~Combination~~were ~~Agreement,~~previously ~~dated~~filed ~~as of March 26, 2025 (as it may be amended, supplemented or otherwise modified from time to time in accordance~~ with ~~its terms,~~ the ~~“Business~~Securities ~~Combination Agreement”), by~~ and ~~among~~Exchange ~~HCM II, HCM II~~Commission ~~Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of HCM II~~ (~~“Merger Sub”), and Terrestrial Energy Inc., a Delaware corporation (referred to herein prior to~~ the ~~closing of the transactions contemplated by the Business Combination Agreement (the~~ “~~Business Combination~~SEC”) ~~as “Terrestrial Energy”~~, ~~and,~~including ~~subsequent~~certain toinformation ~~the~~from ~~Business Combination, as “Terrestrial Energy Opco”), pursuant to which, at~~ the ~~closing~~Proxy ofStatement/Prospectus. ~~the~~To ~~transactions contemplated by~~ the ~~Business~~ ~~Combination~~extent ~~Agreement~~there ~~(the~~is ~~“Closing”,~~a ~~and~~conflict ~~the date of the Closing, the “Closing Date”)~~between ~~and following~~ the ~~Domestication~~information ~~(as~~contained ~~defined~~in ~~below),~~this ~~Merger~~Current ~~Sub~~Report ~~will merge with~~ and ~~into Terrestrial Energy (~~the ~~“Merger”), with~~information ~~Terrestrial~~contained ~~Energy surviving as a wholly-owned subsidiary of HCM II, resulting~~ in asuch ~~combined~~prior ~~company~~reports ~~whereby HCM II will be the sole stockholder of Terrestrial Energy Opco,~~ and ~~substantially~~documents ~~all~~incorporated ~~of the assets and the business of the combined company will be held and operated~~ by ~~Terrestrial Energy Opco and its subsidiaries and the transactions contemplated thereby~~reference herein, by the ~~votes~~information ~~set~~in ~~forth~~this inCurrent ~~the~~Report ~~table below:~~controls.

For		Against		Abstained
15,578,787		566		170,760

Overview of Domestication

~~Proposal~~As ~~No.~~previously 2announced, -Terrestrial Energy ~~The~~Inc. ~~Domestication~~(“New ~~Proposal:~~Terrestrial ~~The~~Energy” ~~Company’s shareholders~~or ~~approved,~~the a“Registrant”) ~~change~~(formerly inknown ~~the~~as ~~corporate~~HCM ~~structure~~II ~~and~~Acquisition ~~domicile~~Corp., ofor “HCM II”), ~~which~~a ~~will~~Delaware becorporation ~~accomplished~~(prior byto ~~continuation~~the ofDomestication, ~~HCM~~a ~~II from~~Cayman anIslands exempted company), ~~incorporated~~entered ininto ~~accordance~~that ~~with~~certain ~~the~~Business Combination ~~laws~~Agreement, dated as of ~~the~~March ~~Cayman~~26, ~~Islands~~2025 to(as aamended ~~corporation~~from ~~incorporated~~time ~~under~~to time, the ~~laws~~“Business ofCombination Agreement”), by ~~the~~and ~~State~~among ofHCM II, Terrestrial Energy Development Inc., a Delaware corporation (~~the~~formerly known as Terrestrial Energy Inc., or “~~Domestication~~Legacy Terrestrial Energy”), and HCM II Merger Sub Inc., ~~The~~a ~~Domestication~~Delaware ~~will~~corporation beand ~~effected~~a atdirect ~~least~~wholly ~~one~~owned subsidiary of HCM II (1“Merger Sub”) ~~day~~, ~~prior~~pursuant to which: (1) at the ~~Closing~~closing ~~Date~~of bythe ~~HCM~~transactions IIcontemplated ~~filing~~by athe ~~certificate~~Business ofCombination ~~corporate~~Agreement ~~domestication~~(the “Closing”) and following the ~~proposed~~Domestication ~~new~~(as ~~certificate~~defined ofbelow), ~~incorporation~~Merger Sub merged with and into Legacy Terrestrial Energy (the “~~Proposed~~Merger”), ~~Certificate~~with Legacy Terrestrial Energy surviving as a wholly owned subsidiary of ~~Incorporation”)~~New ~~with~~Terrestrial Energy, resulting in a combined company whereby New Terrestrial Energy became the ~~Delaware~~sole ~~Secretary~~stockholder of ~~State~~Legacy ~~and~~Terrestrial ~~filing~~Energy, anas ~~application~~more tofully ~~de-register~~described ~~with~~in the ~~Registrar~~definitive proxy statement ofand ~~Companies~~final prospectus of ~~the~~HCM ~~Cayman~~II, ~~Islands.~~dated ~~Upon~~September 26, 2025 (the ~~effectiveness~~“Proxy ofStatement/Prospectus”), which was filed with the ~~Domestication,~~SEC; (2) HCM II ~~will~~domesticated ~~become~~(the “Domestication”) as a Delaware corporation ~~and~~ in ~~connection~~ accordance with the ~~Business~~General ~~Combination~~Corporation ~~will~~Law ~~change~~of the ~~its~~State ~~corporate~~of ~~name~~Delaware, tothe ~~“Terrestrial~~Companies ~~Energy~~Act ~~Inc.”~~ (~~HCM~~As IIRevised) ~~following~~of the ~~Business~~Cayman ~~Combination, “New~~Islands ~~Terrestrial~~and ~~Energy”)~~the amended and ~~all~~restated ~~outstanding~~memorandum ~~securities~~and articles of association of HCM II ~~will~~(as ~~convert~~amended from time to ~~outstanding~~time, ~~securities~~the of“Cayman ~~New~~Constitutional ~~Terrestrial Energy,~~Documents”); and (3) the other transactions contemplated by the ~~votes~~Business ~~set~~Combination ~~forth~~Agreement inand documents related thereto were consummated (such transactions, together with the ~~table~~Merger ~~below:~~and the Domestication, the “Transactions”).

For		Against		Abstained
15,578,607		566		170,940

An extraordinary general meeting of HCM II shareholders was held on October 20, 2025 (the “Extraordinary General Meeting”), where the HCM II shareholders considered and approved, among other matters, a proposal to approve the Business Combination Agreement and the Transactions. In connection with the Extraordinary General Meeting, holders of 7,390 HCM II Class A Ordinary Share (as defined below) exercised their right to redeem their shares for cash at a redemption price of $10.54 per share, for an aggregate redemption amount of approximately $77,890.

1On October 23, 2025, as contemplated by the Business Combination Agreement and described in the section titled “The Domestication Proposal” of the Proxy Statement/Prospectus, HCM II filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation (the “Certificate of Incorporation”) and a certificate of corporate domestication with the Secretary of State of the State of Delaware, pursuant to which HCM II was domesticated and continued as a Delaware corporation.

~~Proposal~~Immediately ~~No.~~prior 3Ato -the ~~The~~Domestication, pursuant ~~Stock~~to ~~Issuance~~the ~~Proposal:~~Cayman ~~The~~Constitutional ~~Company’s shareholders~~Documents ~~approved,~~and ~~for~~the ~~purposes~~Sponsor ofSupport ~~complying~~Agreement ~~with~~(as ~~the~~defined ~~applicable~~below), ~~provisions~~each of ~~Nasdaq~~the ~~Listing~~then ~~Rules~~issued ~~5635(a), (b)~~ and ~~(d), the~~outstanding ~~issuance~~Class orB ~~potential~~ordinary ~~issuance~~shares of ~~(i)~~HCM ~~common stock~~II, par value $0.0001 per share, ofconverted ~~New~~automatically, ~~Terrestrial~~on ~~Energy~~a ~~(“New~~one-for-one ~~Terrestrial Common~~basis, ~~Shares”~~into one (1) toClass ~~the~~A ordinary ~~holders~~share of ~~Terrestrial~~HCM ~~Energy~~II, ~~capital~~par ~~stock~~value $0.0001 per share (each, a “~~Terrestrial~~HCM ~~Stockholders~~II Class A Ordinary Share”). As a result of and toupon ~~holders~~the effective time of the ~~eight~~Domestication, ~~percent~~among other things: (8%i) ~~Convertible~~each ~~Note~~then ~~due~~issued ~~2026~~and ~~issued~~outstanding byHCM ~~Terrestrial~~II ~~Energy~~Class A Ordinary Share (that was not redeemed pursuant to the ~~“Terrestrial~~Redemption) ~~Convertible~~converted ~~Notes”~~automatically, on a one-for-one basis, into one (1) ~~and~~ ~~warrants~~share toof ~~purchase~~common ~~shares~~stock, orpar ~~other~~value $0.0001 ~~equity~~per ~~interests~~share, of ~~Terrestrial~~the ~~Energy~~Registrant (each a “New Terrestrial ~~Warrants~~Common Share”),; ~~and~~ (ii) ~~any~~ ~~other~~each ~~issuances~~ of ~~common~~the ~~stock~~then issued and ~~securities~~outstanding warrants ~~convertible~~representing ~~into~~the orright ~~exercisable~~to ~~for~~purchase ~~common~~one ~~stock~~HCM ~~pursuant~~II toClass ~~subscription,~~A ~~purchase or~~Ordinary ~~similar~~Share ~~agreements~~converted ~~HCM~~automatically IIinto ~~has~~a ~~entered,~~warrant orto ~~may~~acquire ~~enter,~~one ~~into~~(1) New ~~prior~~Terrestrial toCommon ~~Closing~~Share ~~other~~(each ~~than~~a in“New ~~connection~~Terrestrial ~~with~~Warrant”); and (iii) each of the ~~private~~then ~~placements~~issued ~~pursuant to~~and ~~which~~outstanding HCM II Units ~~has~~(as ~~agreed~~defined toin ~~issue~~the Proxy Statement/Prospectus) was cancelled and ~~sell~~each ~~immediately~~holder ~~prior~~thereof became entitled to orone ~~substantially~~(1) ~~concurrently~~New ~~with~~Terrestrial Common ~~the~~Share ~~Closing~~and ~~(“PIPE~~one-half ~~Financing”~~(1/2)~~, by~~ ~~the~~of ~~votes~~one ~~set~~New ~~forth~~Terrestrial inWarrant. ~~the~~No ~~table~~fractional ~~below:~~warrants were issued upon such cancellation.

For		Against		Abstained
15,555,796		13,095		181,222

~~Proposal No.~~Item ~~3B — The PIPE Stock Issuance Proposal~~3.03. ~~The~~Material ~~Company’s~~Modification ~~shareholders~~to ~~approved~~Rights ~~the issuance or potential issuance~~ of ~~issuances of~~Security ~~common stock in connection with the PIPE Financing, by the votes set forth in the table below:~~Holders.

For		Against		Abstained
15,552,928		16,429		180,756

The disclosure set forth in the Introductory Note above is incorporated into this Item 3.03 by reference.

~~Proposal~~On ~~No.~~October 423, -2025, ~~Organizational~~in ~~Documents~~connection with ~~Proposal:~~the ~~The~~Domestication, ~~Company’s shareholders~~HCM ~~approved~~II filed the ~~Proposed~~ Certificate of Incorporation ~~and~~with the ~~proposed~~Secretary of State of the State of Delaware and adopted its new ~~by-laws~~ bylaws (the “~~Proposed By-Laws~~Bylaws” ~~and,~~). ~~together~~The ~~with~~material ~~the~~terms ~~Proposed~~of the Certificate of Incorporation and the Bylaws, the ~~“Proposed~~general ~~Organizational~~effect ~~Documents”)~~upon the rights of holders of HCM II’s securities and the terms of the New Terrestrial ~~Energy~~ Common Share and warrants are discussed in ~~connection~~the Proxy ~~with~~Statement/Prospectus in the ~~Business~~sections ~~Combination~~titled “The Domestication Proposal,” by“The ~~the~~Organizational ~~votes~~Documents ~~set~~Proposals” and ~~forth~~“Description inof ~~the~~New ~~table~~Terrestrial ~~below:~~Energy’s Securities,” which are incorporated by reference herein.

For		Against		Abstained
13,460,062		2,117,725		172,326

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Proposal No. 5 -~~ The ~~Advisory~~disclosure ~~Organizational Documents~~set ~~Proposal:~~forth ~~The Company’s shareholders approved the following three separate proposals (collectively, the “Advisory~~in ~~Organizational Documents Proposals”) to approve on an advisory, non-binding basis by special resolution~~ the ~~following~~Introductory ~~material differences~~Note ~~between the amended~~ and ~~restated~~Item ~~memorandum~~3.03 ~~and articles~~ of ~~association~~this ofCurrent ~~HCM~~Report IIis ~~(as~~incorporated ~~may~~in bethis ~~amended~~Item ~~from time to time, the “Cayman Constitutional Documents”) and the Proposed Organizational Documents~~5.03 ~~Details~~by ~~regarding such proposals is set forth below:~~reference.

~~Advisory~~Copies ~~Organizational~~of ~~Documents~~the ~~Proposal 5A — Under~~Certificate ~~the~~of ~~Proposed~~Incorporation ~~Organizational~~and ~~Documents,~~Bylaws ~~New~~are ~~Terrestrial~~attached ~~Energy~~as ~~would~~Exhibits ~~be authorized to issue (A) 500,000,000 shares of common stock, par value $0~~3.~~0001~~2 ~~per share (“New Terrestrial Common Shares”)~~ and ~~(B)~~3.3 ~~1,000,000~~to ~~shares~~this ofCurrent ~~preferred stock~~Report, ~~par value $0.0001 per share (“New Terrestrial Preferred Stock”)~~ respectively, byand ~~the~~are ~~votes~~incorporated ~~set~~herein ~~forth in the table below:~~by reference.

For		Against		Abstained
13,100,924		1,973,063		676,126

Item 8.01. Other Events

~~Advisory~~The ~~Organizational~~Merger ~~Documents~~was ~~Proposal 5B — The~~consummated ~~Proposed~~on ~~Organizational~~October ~~Documents~~28, ~~would~~2025. ~~adopt~~New ~~(a) Delaware~~Terrestrial asCommon ~~the~~Shares ~~exclusive forum for certain stockholder litigation~~ and ~~(b) the federal~~New ~~district~~Terrestrial ~~courts~~Warrants ofbegan ~~the~~trading ~~United States~~on ofNasdaq ~~America~~under as the ~~exclusive~~symbols ~~forum~~“IMSR” and ~~for~~“IMSRW,” ~~the~~respectively, ~~resolution~~on ofOctober ~~any~~29, ~~complaint~~2025. ~~asserting~~In aconnection ~~cause of~~with ~~action arising under~~ the ~~Securities Act of 1933~~Domestication, ~~as amended, and~~ the ~~Securities~~name ~~Exchange Act~~ of ~~1934,~~the asRegistrant ~~amended~~was ~~(the~~changed from “~~Exchange Act”),~~HCM byII ~~the~~Acquisition ~~votes~~Corp.” ~~set~~to ~~forth~~“Terrestrial inEnergy ~~the table below:~~Inc.”

For		Against		Abstained
13,637,657		1,938,625		173,831

The Registrant will file a Form 8-K with additional information regarding the Closing of the Merger within the period prescribed for such form.

Advisory Organizational Documents Proposal 5C — The Proposed Certificate of Incorporation would require the affirmative vote of at least two-thirds of the total voting power of all then-outstanding shares of New Terrestrial Energy to amend, alter, repeal or rescind certain provisions of the Proposed Certificate of Incorporation, by the votes set forth in the table below:

For		Against		Abstained
10,488,529		5,087,768		173,816

Proposal No. 6 - The Incentive Plan Proposal: The Company’s shareholders approved the Terrestrial Energy Inc. 2025 Equity Incentive Plan (the “New Equity Incentive Plan”), by the votes set forth in the table below:

For		Against		Abstained
10,463,821		5,105,387		180,905

Proposal No. 7 - The Director Election Proposal: The Company’s shareholders approved the election of nine (9) directors to serve staggered terms on the New Terrestrial Energy board of directors until the date of the first, second and third annual stockholder meetings to be held following the date of Closing, or until any such director’s successor is duly elected and qualified, subject to such director’s earlier death, disqualification, resignation, or removal, by the votes set forth in the table below:

For		Against		Abstained
15,572,550		4,476		173,087

Proposal No. 8 - The Adjournment Proposal: The Company’s shareholders approved the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting, (ii) if HCM II determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Domestication, the Merger or any other transaction contemplated by the Business Combination Agreement or the related agreements, by the votes set forth in the table below:

For		Against		Abstained
15,554,646		19,900		175,567

No other items were presented for shareholder approval at the extraordinary general meeting.

Because none of the proposals before the extraordinary general meeting were “routine” matters, there were no broker non-votes occurring in connection with these proposals at the extraordinary general meeting.

Item 7.01 Regulation FD Disclosure.

The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

On October 20, 2025, the Company issued a press release announcing the approval of the proposals related to the Business Combination at the extraordinary general meeting. The Company also announced that it had received elections to redeem approximately 0.03% of the outstanding shares of Class A Ordinary Shares of the Company, which would leave approximately $243 million in the Company’s trust account. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit Number
99.1		Press Release, dated October 20, 2025
2.1		Plan of Domestication.
3.1		Certificate of Corporate Domestication of the Registrant
3.2		Certificate of Incorporation of the Registrant
3.3		Bylaws of the Registrant
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Forward-Looking Statements:

This Current Report on Form 8-K (this “Current Report”) includes forward-looking statements including regarding the Company’s expectations, hopes, beliefs, intentions or strategies regarding the future. These forward-looking statements include, but are not limited to, statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “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.

The forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on HCM II and Terrestrial Energy. There can be no assurance that future developments affecting HCM II and the Terrestrial Energy will be those that we have anticipated. These forward-looking statements speak only as of the date of this Current Report and involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against HCM II, Terrestrial Energy, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability of HCM II to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination, including the reorganization described in the business combination agreement; (9) changes in applicable laws or regulations; (10) the possibility that Terrestrial Energy or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the amount of redemption requests made by HCM II shareholders and (12) other risk factors described herein as well risks and uncertainties contained in the proxy statement/prospectus dated September 26, 2025. In addition, there may be additional risks that neither HCM II or Terrestrial Energy presently know, or that HCM II or Terrestrial Energy currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved.

In addition, forward-looking statements reflect HCM II’s and Terrestrial Energy’s expectations, plans or forecasts of future events and views as of the date of this Current Report. HCM II and Terrestrial Energy anticipate that subsequent events and developments will cause HCM II’s and Terrestrial Energy’s assessments to chage. However, while HCM II and Terrestrial Energy may elect to update these forward-looking statements at some point in the future, HCM II and Terrestrial Energy specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing HCM II’s or Terrestrial Energy’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither HCM II, Terrestrial Energy, nor any of their respective affiliates have any obligation to update these forward-looking statements other than as required by law.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in the proxy statement/prospectus on Form S-4, as amended, dated September 26, 2025, HCM II’s Annual Report on Form 10-K for the year ended December 31, 2024 and HCM II’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the Business Combination or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

No Offer or Solicitation

This current report on Form 8-K is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 22, 2025
Dated: October 29, 2025
	By:	/s/ ~~Steven~~Brian ~~Bischoff~~Thrasher
	Name:	~~Steven~~Brian ~~Bischoff~~Thrasher
	Title:	Chief Financial Officer

Filing Compare · Terrestrial Energy Inc. /DE/