HCM II Acquisition Corp.

11/07/2025 | Press release | Distributed by Public on 11/07/2025 17:34

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Smith William F.
2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2025
3. Issuer Name and Ticker or Trading Symbol
Terrestrial Energy Inc. /DE/ [IMSR]
(Last) (First) (Middle)
2730 W. TYVOLA ROAD, SUITE 100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
CHARLOTTE, NC 28217
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 05/02/2036 Common Stock 223,515 $1.1185(5) D
Stock Option (Right to Buy) (1) 02/06/2037 Common Stock 335,272 $1.4764(5) D
Stock Option (Right to Buy) (1) 08/01/2038 Common Stock 8,941 $2.0133 D
Stock Option (Right to Buy) (2) 02/06/2039 Common Stock 447,030 $2.0133 D
Stock Option (Right to Buy) (1) 01/27/2040 Common Stock 111,758 $2.0133 D
Stock Option (Right to Buy) (1) 11/18/2040 Common Stock 223,515 $2.237 D
Stock Option (Right to Buy) (1) 05/19/2042 Common Stock 89,406 $2.237 D
Stock Option (Right to Buy) 04/01/2024(3) 04/01/2043 Common Stock 156,461 $2.237 D
Stock Option (Right to Buy) 06/20/2027(4) 06/25/2045 Common Stock 134,109 $7.8295 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smith William F.
2730 W. TYVOLA ROAD, SUITE 100
CHARLOTTE, NC 28217
Chief Operating Officer

Signatures

/s/ Steven M. Millsap, pursuant to Power of Attorney 11/07/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Consists of options granted pursuant to the Terrestrial Energy Inc. Second Amended and Restated 2024 Stock Option Plan. The options are currently exercisable.
(2) Consists of options granted pursuant to the Terrestrial Energy Inc. Second Amended and Restated 2024 Stock Option Plan. The options vest based on certain specified milestone conditions.
(3) Consists of options granted pursuant to the Terrestrial Energy Inc. Second Amended and Restated 2024 Stock Option Plan. The options vest in one-third increments on each of the first, second and third anniversaries of the grant date, subject to the reporting person's continued service through each applicable vesting date.
(4) Consists of options granted pursuant to the Terrestrial Energy Inc. Second Amended and Restated 2024 Stock Option Plan. The options vest in one-half increments on June 20, 2027 and June 30, 2028.
(5) Price is expressed in Canadian dollars.

Remarks:
Exhibit List - Exhibit 24.1 - Power of Attorney
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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