10/30/2025 | Press release | Distributed by Public on 10/30/2025 18:31
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            FORM 4
           
 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Underlying Securities (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants | $11.5 | 10/28/2025 | J | 4,275,000 | 11/27/2025 | 10/28/2030 | Common Stock, par value $0.0001 per share | 4,275,000 | $11.5 | 4,275,000 | I | See Footnote(2) | |||
| Warrants | $11.5 | 10/28/2025 | J | 1,267,599 | 11/27/2025 | 10/28/2030 | Common Stock, par value $0.0001 per share | 1,267,599 | $11.5 | 1,267,599 | I | See Footnote(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Matthews Shawn C/O HCM INVESTOR HOLDINGS II, LLC 100 FIRST STAMFORD PLACE, SUITE 330 STAMFORD, CT 06902 | X | |||
| HCM Investor Holdings II, LLC C/O HCM INVESTOR HOLDINGS II, LLC 100 FIRST STAMFORD PLACE, SUITE 330 STAMFORD, CT 06902 | Former 10% owner | |||
| /s/ Shawn Matthews, by Steven Bishcoff, Attorney-in-Fact | 10/30/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ HCM Investor Holdings II, LLC, by Steven Bischoff, Attorney-in-Fact | 10/30/2025 | |
| **Signature of Reporting Person | Date | 
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | 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. | 
| (2) | 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. | 
| (3) | 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. | 
| (4) | 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. |