HCM II Acquisition Corp-A美股招股说明书(2025-09-26版)

PROXYSTATEMENT FOR EXTRAORDINARY GENERAL MEETING OFHCMIIACQUISITION CORP.(ACAYMAN ISLANDS EXEMPTED COMPANY)ANDPROSPECTUSFOR UP TO 151,970,541 SHARES OF COMMON STOCK,AND18,350,000WARRANTS TO PURCHASE SHARES OF COMMON STOCKOFHCMIIACQUISITION CORP. (TOBE RENAMED“TERRESTRIAL ENERGY INC.”EFFECTIVE IMMEDIATELY FOLLOWINGTHECONSUMMATION OF THE BUSINESS COMBINATION DESCRIBED HEREIN) Theboard of directors of HCMIIAcquisition Corp.,a Cayman Islands exemptedcompany(“HCMII”),has unanimously approved and determined to be in the bestinterestsof HCMIIand its shareholders(“you”)to enter into the businesscombinationamong HCMII,HCMIIMerger Sub Inc.,a Delaware corporation and adirectwholly owned subsidiary of HCMII(“Merger Sub”),and Terrestrial EnergyInc.,a Delaware corporation(referred to herein prior to the Business Combination(asdefined below)as“Terrestrial Energy”,and,subsequent to the BusinessCombination,as“Terrestrial Energy Opco”),pursuant to which,(1)attheclosingof the transactions contemplated by the Business Combination Agreement(asdefinedbelow)(the“Closing”)and following the Domestication(as defined below),MergerSub will merge with and into Terrestrial Energy(the“Merger”),withTerrestrial Energy surviving as a wholly-owned subsidiary of HCM II, pursuant to thetermsand subject to the conditions set forth in the Business Combination Agreement,dated as of March26, 2025 (the “Signing Date”), by and among HCM II, Merger SubandTerrestrial Energy,attached to this proxy statement/prospectus as AnnexA(asitmay be amended,modified,supplemented or otherwise modified from time to time inaccordancewith its terms,the“Business Combination Agreement”),resulting inacombined company whereby HCMIIwill become the sole stockholder of TerrestrialEnergyOpco,and substantially all of the assets and the business of the combinedcompany will be held and operated by Terrestrial Energy Opco and its subsidiaries, asmorefully described elsewhere in this proxy statement/prospectus;(2)HCM II willdomesticate(the“Domestication”)as a Delaware corporation(following theDomestication,“New Terrestrial Energy”)in accordance with the Delaware GeneralCorporation Law (“DGCL”), the Companies Act (as revised) of the Cayman Islands (the“CompaniesAct”)and the amended and restated memorandum and articles ofassociationof HCMII(as may be amended from time to time,the“CaymanConstitutionalDocuments”),and(3)theother transactions contemplated by theBusinessCombination Agreement and documents related thereto will be consummated(suchtransactions,together with the Merger and the Domestication,the“BusinessCombination”).Effective immediately following the consummation of the BusinessCombination, New Terrestrial Energy will be renamed “Terrestrial Energy Inc.” Atleast one(1)dayprior to the Domestication,HCMIIwill redeem the publicsharesproperly tendered for redemption in connection with the Business Combinationpursuantto the Cayman Constitutional Documents(the“Redemption”).Immediatelypriorto the Domestication,pursuant to the Cayman Constitutional Documents and theSponsorSupport Agreement(as defined below)each of the then issued and outstandingClassB ordinary shares,par value$0.0001 per share,of HCM II(each an“HCMIIClassBOrdinary Share”)will convert automatically,on a one-for-one basis,intoone(1)Class A ordinary share,par value$0.0001 per share,of HCM II(eachan“HCMIIClassAOrdinary Share”and together with the HCMIIClassBOrdinaryShares,the“HCMIIOrdinaryShares”)(the“SponsorShareConversion”).In connection with the Domestication,(i)eachthen issued andoutstandingHCMIIClassAOrdinary Share(that was not redeemed pursuant to theRedemption)shall convert automatically,on a one-for-one basis,into one(1)shareof common stock, par value $0.0001 per share, of New Terrestrial Energy (each a “NewTerrestrialCommonShare”and collectively,the“NewTerrestrialCommonShares”);(ii)eachof the then issued and outstanding warrants representing therightto purchase one HCM II Class A Ordinary Share(each an“HCMIIWarrant”)shallconvert automatically into a warrant to acquire one(1)shareof NewTerrestrial Common Shares (each a “New Terrestrial Warrant”); and (iii)each ofthethen issued and outstanding HCMIIUnits(as defined in the accompanying proxystatement/prospectus)will be cancelled and each holder thereof will be entitled toone(1)shareof New Terrestrial Common Shares and one-half(1/2)of one NewTerrestrialWarrant,in each case without any action on the part of HCM II,MergerSub, Terrestrial Energy or any holder of securities of any of the foregoing. Table of Contents HCMIIhasenteredintosubscriptionagreements(collectively,the“PIPESubscriptionAgreements”),each dated as of March26,2025,with certaininvestors(collectively,the“PIPE Investors”),pursuant to which,among otherthings,HCMIIhas agreed to issue and sell,in private placements to closeimmediatelyprior to or substantially concurrently with the Closing,an aggregate offive million (5,000,000) shares of New Terrestrial Common Shares for a purchase priceoftendollars(