Form 4 for IMSR Terrestrial Energy Inc. /DE/
Accepted 2025-10-30 00:00:00 ET · period of report 2025-10-28 · accession 0001213900-25-104331 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2025-10-30 | 2025-10-28 | IMSR | Matthews Shawn | Dir | J - Other | — | +5.67M | 5.67M | New | — |
| D | 2025-10-30 | 2025-10-28 | IMSR | Matthews Shawn | Dir | J - Other | — | +533.5K | 533.5K | New | — |
| DMI | 2025-10-30 | 2025-10-28 | IMSR | Matthews Shawn | Dir | J - Other | $11.50 | -5.54M | 1.27M | -81% | -$63.74M |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, par value $0.0001 per share | 2025-10-28 | J | A | 5,675,000 | — | 5,675,000 | I See Footnote | — | — | (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. |
| 2 | Common | Common Stock, par value $0.0001 per share | 2025-10-28 | J | A | 533,514 | — | 533,514 | D | — | — | (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. |
| 3 | Derivative | Warrants | 2025-10-28 | J | D | 4,275,000 | $11.50 | 4,275,000 | I See Footnote | $11.50 · 2025-11-27 to 2030-10-28 | 4,275,000 Common Stock, par value $0.0001 per share | (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. |
| 4 | Derivative | Warrants | 2025-10-28 | J | D | 1,267,599 | $11.50 | 1,267,599 | I See Footnote | $11.50 · 2025-11-27 to 2030-10-28 | 1,267,599 Common Stock, par value $0.0001 per share | (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. |