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 June 30, 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) Cayman Islands 98-1785406 (State or other jurisdiction ...

Core Insights - The U.S. Department of Energy (DOE) has selected Terrestrial Energy's Project TETRA for its Advanced Reactor Pilot Program, marking a significant step in the commercialization of the Integral Molten Salt Reactor (IMSR) technology [1][2][3] - The program aims to expedite the licensing and deployment of advanced nuclear reactor technologies, with a target for reactor criticality by July 4, 2026 [2][3] - Terrestrial Energy's IMSR technology is designed to meet the increasing demand for clean and reliable energy across various industrial sectors, including industrial heat and power users [3][4] Company Overview - Terrestrial Energy is focused on developing Generation IV nuclear plants utilizing its proprietary IMSR technology, which offers cost reduction, versatility, and functionality in nuclear energy supply [5][6] - The IMSR plant is designed to provide zero-carbon, reliable, and dispatchable energy, extending the application of nuclear energy beyond traditional electric power markets [5][6] - The company is engaged with regulators and partners to build and license the first IMSR plants, aiming for deployment in the early 2030s [6] Technology and Market Position - The IMSR plant utilizes Standard-Assay Low Enriched Uranium (LEU) fuel, which is more readily available and avoids supply challenges associated with High-Assay Low-Enriched Uranium (HALEU) [4] - The plant's capacity is 822 MWth / 390 MWe, enabling high-temperature thermal energy supply for efficient steam turbine operation and low-cost electricity [3] - Terrestrial Energy's approach supports U.S. manufacturing and supply chains, enhancing the competitiveness of the nuclear sector in the context of energy dominance [3][4]

Core Viewpoint - HCM II Acquisition Corp. and Terrestrial Energy Inc. are moving forward with a proposed business combination, which will lead to the listing of the combined company on Nasdaq under the ticker symbol "IMSR" [3][6]. Company Overview - HCM II Acquisition Corp. is a special-purpose acquisition company (SPAC) focused on merging with established businesses poised for growth [8]. - Terrestrial Energy Inc. is developing small modular nuclear plants utilizing proprietary Generation IV Integral Molten Salt Reactor (IMSR) technology, aimed at providing clean and flexible energy solutions [4][7]. Business Combination Details - The business combination agreement was entered into on March 26, 2025, and is subject to stockholder approval and SEC clearance [3]. - The registration statement filed with the SEC includes a preliminary proxy statement/prospectus related to the business combination [2][11]. Financial Aspects - The transaction is expected to generate approximately $280 million in gross proceeds, including $50 million from common stock PIPE commitments and about $230 million from HCM II's trust account [5]. - Proceeds will be allocated to accelerate the commercial deployment of Terrestrial Energy's IMSR technology and cover transaction expenses [5]. Timeline - The completion of the proposed business combination is anticipated in the third or fourth quarter of 2025 [6].

Core Insights - Terrestrial Energy Inc. and NRG PALLAS have initiated the final phase of graphite irradiation and selection for the Integral Molten Salt Reactor (IMSR), which aims to provide high-temperature, clean energy with competitive economics and rapid time-to-market [1][4][5] - The IMSR utilizes approximately 125 tonnes of graphite as a neutron moderator, and the tests at NRG PALLAS' High Flux Reactor (HFR) will validate the performance of selected graphite grades over a seven-year operating cycle [2][3] Company Overview - Terrestrial Energy is focused on developing Generation IV nuclear plants, specifically the IMSR, which is designed for low-cost, reliable, and zero-carbon energy supply, extending nuclear energy applications beyond traditional electric power markets [5] - The company is engaged with regulators and partners to license and commission the first IMSR plants by the early 2030s, aiming to support global decarbonization efforts [5] Collaboration Details - NRG PALLAS has over 50 years of experience in nuclear technology research and is conducting comprehensive irradiation tests to support advanced reactor development and licensing [4][7] - The collaboration between Terrestrial Energy and NRG PALLAS has been ongoing for five years, with the current phase marking a significant milestone in the graphite selection process [5] Business Combination Announcement - On March 26, 2025, Terrestrial Energy and HCM II Acquisition Corp. announced a definitive Business Combination Agreement, which will lead to Terrestrial Energy being listed on the Nasdaq under the ticker symbol "IMSR" [6]

Part I. Financial Information [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) HCM II Acquisition Corp. reported **$689,999 net income** for Q1 2025, driven by Trust Account interest, with **$238.4 million total assets** and a **$12.1 million shareholders' deficit**, following a business combination agreement with Terrestrial Energy Inc [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets increased to **$238.4 million**, mainly due to Trust Account interest, while total liabilities rose to **$12.8 million**, resulting in a **$12.1 million shareholders' deficit** Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $517,160 | $668,089 | | Marketable securities held in Trust Account | $237,656,449 | $235,193,585 | | **Total Assets** | **$238,369,487** | **$236,066,398** | | **Liabilities & Shareholders' Deficit** | | | | Accrued expenses | $1,401,982 | $458,624 | | Deferred underwriting fee | $10,720,000 | $10,720,000 | | Forward purchase agreement liability | $669,732 | $0 | | **Total Liabilities** | **$12,791,714** | **$11,178,624** | | Class A ordinary shares subject to possible redemption | $237,656,449 | $235,193,585 | | **Total Shareholders' Deficit** | **($12,078,676)** | **($10,305,811)** | [Condensed Consolidated Statement of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations) For Q1 2025, the company reported **$689,999 net income**, driven by **$2.46 million** in Trust Account interest offsetting **$1.10 million** in general and administrative costs Statement of Operations for the Three Months Ended March 31, 2025 (Unaudited) | Item | Amount ($) | | :--- | :--- | | General and administrative costs | $1,103,133 | | Loss from operations | ($1,103,133) | | Interest earned on marketable securities held in Trust Account | $2,462,864 | | Net income | **$689,999** | | Basic and diluted net income per ordinary share, Class A | $0.02 | | Basic and diluted net income per ordinary share, Class B | $0.02 | [Condensed Consolidated Statement of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Shareholders'%20Deficit) The shareholders' deficit increased by **$1.77 million** in Q1 2025, from **$10.31 million** to **$12.08 million**, primarily due to accretion of Class A ordinary shares partially offset by net income - The shareholders' deficit increased by **$1,772,865** during the quarter, moving from **($10,305,811)** to **($12,078,676)**[18](index=18&type=chunk) - The increase in deficit was primarily due to the accretion of Class A ordinary shares to their redemption value amounting to **$2,462,864**, which was partially offset by the net income of **$689,999** for the period[18](index=18&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Net cash outflow from operating activities was **$150,929** for Q1 2025, decreasing cash from **$668,089** to **$517,160**, primarily for operating expenses Cash Flow Summary for the Three Months Ended March 31, 2025 (Unaudited) | Cash Flow Item | Amount ($) | | :--- | :--- | | Net cash used in operating activities | ($150,929) | | Net Change in Cash | ($150,929) | | Cash – Beginning of period | $668,089 | | **Cash – End of period** | **$517,160** | [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) The notes detail the company's blank-check status, definitive business combination agreement with Terrestrial Energy Inc., significant accounting policies, and going concern uncertainty - The Company is a blank check company formed to effect a Business Combination. On March 26, 2025, it entered into a Business Combination Agreement with Terrestrial Energy Inc[24](index=24&type=chunk)[26](index=26&type=chunk) - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern, as it has until August 19, 2026, to consummate a business combination or face mandatory liquidation[47](index=47&type=chunk) - The company has a deferred underwriting fee of **$10,720,000** payable upon the completion of the initial Business Combination[99](index=99&type=chunk) - In connection with the proposed merger, the company entered into PIPE Subscription Agreements for an aggregate of **5,000,000 shares** at **$10.00 per share**[27](index=27&type=chunk)[104](index=104&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank-check status, the Terrestrial Energy Inc. business combination, Q1 2025 net income, and liquidity concerns regarding the August 2026 merger deadline - On March 26, 2025, the Company entered into a Business Combination Agreement with Terrestrial Energy Inc., with the transaction expected to close in the **fourth quarter of 2025**[130](index=130&type=chunk)[131](index=131&type=chunk) - For the three months ended March 31, 2025, the company reported net income of **$689,999**, which consisted of **$2,462,864** in interest income from the trust account, offset by **$1,103,133** in operating costs[136](index=136&type=chunk) - Management has determined that the company's liquidity condition raises substantial doubt about its ability to continue as a going concern, given the deadline of **August 19, 2026**, to complete a business combination[147](index=147&type=chunk) - As of March 31, 2025, the company had **$517,160** in cash held outside of the trust account available for working capital needs[144](index=144&type=chunk) - The company has a contractual obligation to pay a deferred underwriting discount of **$10,720,000** upon completion of its initial Business Combination[151](index=151&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[155](index=155&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation, the company's Certifying Officers concluded that disclosure controls and procedures were effective as of **March 31, 2025**[157](index=157&type=chunk) - No changes in internal control over financial reporting occurred during the fiscal quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[159](index=159&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[161](index=161&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on **March 31, 2025**, have occurred[161](index=161&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company completed its IPO of **23,000,000 units** at **$10.00 each** and sold **6,850,000 private placement warrants**, placing **$231.15 million** in the Trust Account with total offering costs of **$15.4 million** - On **August 19, 2024**, the company consummated its IPO of **23,000,000 Units** at **$10.00 per Unit**, for gross proceeds of **$230,000,000**[162](index=162&type=chunk) - Simultaneously with the IPO, the company sold **6,850,000 Private Placement Warrants** at **$1.00 per warrant**, generating gross proceeds of **$6,850,000**[163](index=163&type=chunk) - An aggregate of **$231,150,000** from the IPO and private placement sales was placed in the Trust Account[164](index=164&type=chunk) - Total offering costs amounted to **$15,396,014**, which included a **$4,000,000** cash underwriting fee and a **$10,720,000** deferred underwriting fee[164](index=164&type=chunk) [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[166](index=166&type=chunk) [Item 4. Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[166](index=166&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[166](index=166&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including key corporate and transaction documents and officer certifications - The exhibits filed include key corporate and transaction documents such as the Underwriting Agreement, Warrant Agreement, and various officer certifications required by the Sarbanes-Oxley Act[168](index=168&type=chunk) Part III. Signatures [Signatures](index=36&type=section&id=Signatures) The report was duly authorized and signed on May 20, 2025, by Shawn Matthews, Chief Executive Officer, and Steven Bischoff, Chief Financial Officer - The report is signed by Shawn Matthews (Chief Executive Officer) and Steven Bischoff (Chief Financial Officer) on **May 20, 2025**[175](index=175&type=chunk)[176](index=176&type=chunk)

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].

Company Overview - Terrestrial Energy is a developer of Generation IV nuclear plants utilizing proprietary Integral Molten Salt Reactor (IMSR) technology, which enhances affordability, efficiency, and versatility in nuclear energy supply [2][22] - The IMSR plants are designed to provide zero-carbon, clean, firm, low-cost, high-temperature industrial heat and electricity for various applications, including data centers and green fuels [3][22] Business Combination Details - Terrestrial Energy has announced a business combination with HCM II Acquisition Corp, which will lead to Terrestrial Energy becoming a public company listed on Nasdaq under the ticker symbol "IMSR" [1][19] - The transaction is expected to generate approximately $280 million in gross proceeds, with $50 million from common stock PIPE commitments and about $230 million from HCM II's trust account [16][17] - The pre-money equity value of Terrestrial Energy is set at $925 million, with a pro forma enterprise value of around $1 billion and a pro forma equity value of approximately $1.3 billion [17][19] Technology and Market Position - Terrestrial Energy's IMSR technology is differentiated from legacy nuclear technologies by its use of molten salt, which allows for high efficiency and inherently safe operations [4][10] - The IMSR plants are designed to utilize low-cost, readily available Standard-Assay Low Enriched Uranium (LEU) fuel, addressing supply chain challenges associated with High-Assay Low-Enriched Uranium (HALEU) [5][22] - The company has established partnerships with notable organizations, including Westinghouse Fuels and the U.S. Department of Energy, enhancing its market position [11][22] Regulatory Milestones - In April 2023, the Canadian Nuclear Safety Commission completed its Vendor Design Review of the IMSR plant design, marking a historic first for a Generation IV reactor powered by molten salt technology [13][22] - The company has been engaged with the U.S. Nuclear Regulatory Commission since 2016, successfully navigating interagency reviews [13][22] Management and Leadership - Terrestrial Energy is led by CEO Simon Irish and a highly experienced management team, supported by a board of directors with extensive backgrounds in the nuclear industry [7][18] - The leadership team includes advisors with significant experience in energy and government, enhancing the company's strategic direction [7][22] Future Outlook - The transaction is anticipated to be completed in the fourth quarter of 2025, subject to customary closing conditions [19][20] - Terrestrial Energy aims to accelerate the commercial deployment of its IMSR technology, positioning itself to meet the growing demand for clean energy solutions across various industrial sectors [15][22]

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) HCM II Acquisition Corp.'s interim financial statements as of September 30, 2024, detail its financial position as a blank check company, showing $233.6 million in assets and a $10.0 million accumulated deficit [Condensed Balance Sheet](index=4&type=section&id=Condensed%20Balance%20Sheet) As of September 30, 2024, total assets were $233.6 million, primarily trust account securities, with a $10.0 million shareholders' deficit Condensed Balance Sheet as of September 30, 2024 (Unaudited) | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Total Current Assets | $1,017,503 | | Marketable securities held in Trust Account | $232,499,715 | | **Total Assets** | **$233,592,426** | | **Liabilities & Shareholders' Deficit** | | | Total Current Liabilities | $374,882 | | Deferred underwriting fee | $10,720,000 | | **Total Liabilities** | **$11,094,882** | | Class A ordinary shares subject to possible redemption | $232,499,715 | | **Total Shareholders' Deficit** | **($10,002,171)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Net income for Q3 2024 was $1.07 million, driven by interest on trust account securities, resulting in $1.02 million cumulative net income since inception Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended Sep 30, 2024 (USD) | Period from Apr 4, 2024 (Inception) to Sep 30, 2024 (USD) | | :--- | :--- | :--- | | General and administrative costs | $278,494 | $331,157 | | Loss from operations | ($278,494) | ($331,157) | | Interest earned on marketable securities | $1,349,715 | $1,349,715 | | **Net Income** | **$1,071,221** | **$1,018,558** | | Basic and diluted net income per share | $0.07 | $0.09 | [Condensed Statement of Changes in Shareholder's Deficit](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Shareholder's%20Deficit) Shareholder's deficit increased to $10.0 million by September 30, 2024, primarily due to an $18.4 million accretion of Class A ordinary shares - The primary driver of the increased deficit was the accretion of Class A ordinary shares to their redemption amount, totaling **$18,369,812**[9](index=9&type=chunk) - The company recorded proceeds of **$6.85 million** from the sale of Private Placement Warrants and recognized a fair value of **$529,000** for Public Warrants at issuance[9](index=9&type=chunk) [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) Cash increased to $825,134 from inception to September 30, 2024, driven by $232.3 million in financing activities offset by $231.2 million in investing activities Cash Flow Summary (Inception to Sep 30, 2024) | Activity | Net Cash Flow (USD) | | :--- | :--- | | Net cash used in operating activities | ($294,130) | | Net cash used in investing activities | ($231,150,000) | | Net cash provided by financing activities | $232,269,264 | | **Net Change in Cash** | **$825,134** | [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) The notes provide detailed context to the financial statements, including the company's SPAC formation, August 2024 IPO, going concern uncertainty, related-party transactions, and warrant terms - The company is a blank check company formed on April 4, 2024, to effect a Business Combination and has not yet selected a target[12](index=12&type=chunk) - On August 19, 2024, the company consummated its IPO of **23,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$230 million**[14](index=14&type=chunk) - Management has determined a going concern uncertainty exists as the company must consummate a Business Combination by August 19, 2026, or face mandatory liquidation[29](index=29&type=chunk) - On October 10, 2024, the company announced that holders of its units could separately trade the included Class A ordinary shares and warrants under the symbols 'HOND' and 'HONDW', respectively[83](index=83&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company, its $1.07 million net income from interest, and its liquidity of $825,134 cash and $232.5 million in trust - The company is a blank check company formed to effect a business combination and has not generated any operating revenues to date[87](index=87&type=chunk)[89](index=89&type=chunk) Results of Operations Summary | Period | Net Income (USD) | Key Driver | | :--- | :--- | :--- | | Q3 2024 | $1,071,221 | Interest income of $1,349,715 offset by operating costs | | Inception to Sep 30, 2024 | $1,018,558 | Interest income of $1,349,715 offset by operating costs | - As of September 30, 2024, the company had **$825,134** in cash available for working capital and **$232,499,715** in marketable securities held in the trust account[97](index=97&type=chunk)[98](index=98&type=chunk) - The Sponsor may provide up to **$1.5 million** in Working Capital Loans, convertible into private placement warrants at **$1.00 per warrant** upon a business combination[99](index=99&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This disclosure is not required for smaller reporting companies, and therefore no information is provided - The company is a smaller reporting company and is not required to provide this disclosure[105](index=105&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of September 30, 2024, with no material changes to internal controls - Based on an evaluation, the Certifying Officers concluded that the company's disclosure controls and procedures were effective as of September 30, 2024[106](index=106&type=chunk) - No changes in internal control over financial reporting occurred during the fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[107](index=107&type=chunk) [Part II. Other Information](index=30&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - None[109](index=109&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's final IPO prospectus - No material changes have occurred to the risk factors disclosed in the company's final IPO prospectus[109](index=109&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the $230 million IPO proceeds and $6.85 million from private warrant sales, with $231.15 million placed in trust - The IPO of **23,000,000 units** generated gross proceeds of **$230,000,000**[110](index=110&type=chunk) - A private placement of **6,850,000 warrants** at **$1.00 each** generated gross proceeds of **$6,850,000**[111](index=111&type=chunk) - Total offering costs amounted to **$15,396,014**, including a **$4,000,000** cash underwriting fee and a **$10,720,000** deferred underwriting fee[112](index=112&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[113](index=113&type=chunk) [Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[113](index=113&type=chunk) [Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[113](index=113&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including various agreements and certifications - The report includes several exhibits, such as the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, and CEO/CFO certifications[115](index=115&type=chunk) [Part III. Signatures](index=32&type=section&id=Part%20III.%20Signatures)