UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42252 HCM II ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) (Address of principal executive offices) (Zip Code) ( ...

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on August 19, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 units at $10.00 per unit[28]. - An additional $6,850,000 was generated from the sale of 6,850,000 Private Placement Warrants at $1.00 each, bringing total gross proceeds to $236,850,000[29]. - A total of $231,150,000 from the net proceeds was placed in a trust account, with an initial value of $10.05 per unit[30]. - Transaction costs related to the IPO amounted to $15,396,014, including $4,000,000 in underwriting fees and $10,720,000 in deferred underwriting fees[41]. - As of December 31, 2024, the company had approximately $235,193,585 held in the trust account, providing options for liquidity events, capital for growth, or debt reduction[69]. - The anticipated amount in the trust account is $10.05 per public share, which includes interest earned on the funds held[82]. - The company expects to have access to approximately $1,150,000 from the Initial Public Offering proceeds to cover potential claims and liquidation costs[111]. Business Combination Plans - The company must complete a business combination with a fair market value of at least 80% of the assets held in the trust account[42]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business, but may also acquire less than 100% under certain conditions[51]. - The company has not contacted any previously considered target businesses but may do so if they express interest post-Initial Public Offering[60]. - The management team has developed a broad network of contacts that is expected to provide a substantial number of potential initial business combination targets[58]. - The company has entered into a Business Combination Agreement with Terrestrial Energy Inc., expecting to close the transaction in Q4 2025, subject to shareholder approvals[145][146]. - The Business Combination will involve the conversion of Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis prior to the Domestication[148]. - The company plans to issue 5,000,000 shares of Domesticated Common Stock at a price of $10.00 per share as part of the PIPE Financing[149]. Shareholder Rights and Redemption - The company will provide stockholders the opportunity to redeem shares for a pro rata portion of the trust account, initially valued at $10.05 per share[43]. - Public shareholders can redeem their shares for cash upon completion of the initial business combination, regardless of their voting decision[82]. - A public stockholder is restricted from seeking redemption rights for more than 10% of the shares sold in the Initial Public Offering, referred to as "Excess Shares"[88]. - Shareholders are restricted from seeking redemption rights for Excess Shares without prior consent, limiting the ability of large shareholders to block the business combination[94]. - The redemption process requires shareholders to deliver share certificates or electronically transfer shares to the transfer agent before the scheduled vote[97]. - If the total cash consideration for redeeming Class A Ordinary Shares exceeds available cash, the initial business combination will not be completed, and shares will be returned to holders[93]. Management and Governance - The company’s management team has a track record of acquiring assets at disciplined valuations and fostering financial discipline[24]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[66]. - The board of directors consists of five members, with three independent directors as defined by Nasdaq rules, ensuring compliance and governance[190]. - The audit committee is composed solely of independent directors, including Jacob Loveless, ensuring oversight of financial reporting and compliance[192]. - The compensation committee, also made up of independent directors, is responsible for executive compensation and performance evaluations[194]. - The company has adopted a code of ethics applicable to all directors, officers, and employees, promoting integrity and compliance[199]. Financial Performance and Risks - The company has not generated any revenues to date and does not expect to do so until after the completion of the business combination[150]. - The company may face significant risks, including the inability to complete its initial business combination and potential dilution of public shareholders' investments[124]. - The company has incurred significant costs related to being a public company and pursuing acquisition plans[144]. - The company may face adverse impacts from economic uncertainties, including geopolitical instability and market volatility, affecting its ability to complete a business combination[152]. - There is a possibility that the Business Combination might not occur within the 24-month period from the date of the auditors' report, raising substantial doubt about the company's ability to continue as a going concern[162]. Conflicts of Interest - Conflicts of interest may arise among the company's officers and directors due to their obligations to other entities, but it is believed these will not materially affect the ability to complete the initial business combination[56]. - The company’s officers and directors may have conflicts of interest in evaluating business combinations due to their ownership of shares[210]. - The company is not required to obtain a fairness opinion for business combinations with affiliates of the Sponsor, officers, or directors[206]. - The company has provisions allowing directors to engage in similar business activities, which may present potential conflicts of interest[204]. Operational and Compliance Matters - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2024[163]. - The company is required to file periodic reports with the SEC, including annual and quarterly reports, which will contain audited financial statements[116]. - The company will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials[117]. - The company does not expect that any recently issued accounting standards will have a material effect on its financial statements[168]. - The company has no critical accounting estimates to disclose as of December 31, 2024[166].

Terrestrial Energy Inc. ("Terrestrial Energy" or the "Company") is developing a small modular nuclear plant (the Terrestrial "IMSR plant") using proprietary Generation IV Integral Molten Salt Reactor (IMSR) nuclear technology. Terrestrial Energy's IMSR plant will supply high- temperature, clean, firm and flexible heat and electricity, with sector-competitive economics and leading time-to-market at fleet scale.The Transaction will provide approximately $280 million in gross proceeds consisting of $50 million ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42252 HCM II ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |---------------------------------- ...