Terrestrial Energy Inc美股招股说明书(2025-12-30版)

TERRESTRIAL ENERGYINC. Primary Offering of up to18,776,119 SHARES OF COMMON STOCKSecondary Offering of up to18,792,599 SHARES OF COMMON STOCK1,267,599 WARRANTS TO PURCHASE SHARES OF COMMON STOCK This prospectus relates to the offer and sale by Terrestrial EnergyInc., a Delaware corporation (“us,” “we,” “New TerrestrialEnergy,” or the “Company”) of (i)up to 8,117,599 shares of common stock, par value $0.0001 per share, of the Company(the“New Terrestrial Common Shares”) that are issuable by us upon the exercise of Private Placement Warrants (as definedbelow); and (ii)up to 10,658,520New Terrestrial Common Shares that are issuable by us upon the exercise of LegacyTerrestrial Warrants (as defined below) of Terrestrial Energy Holdings, a Delaware corporation and wholly owned subsidiaryof the Company (“Legacy Terrestrial Energy”) that were assumed by New Terrestrial Energy pursuant to the BusinessCombination Agreement. This prospectus also relates to the offer and resale from time to time by the selling securityholders (including theirtransferees, donees, pledgees and other successors-in-interest) named in this prospectus (the “Selling Securityholders”)entitled to resale registration rights pursuant to the Amended and Restated Registration Rights Agreement, dated as ofOctober28, 2025 (the “Registration Rights Agreement”) or other agreements, of up to: (i)up to 5,000,000 New Terrestrial Common Shares (the “PIPE Shares”) that were issued to certain SellingSecurityholders pursuant to the PIPE Subscription Agreements (as defined below);(ii) up to 5,675,000 shares of Common Stock (the “Founder Shares”) which were issued to the Sponsor and itstransferees pursuant to the Sponsor Share Conversion and the Domestication;(iii) up to 8,117,599 New Terrestrial Common Shares issuable to certain Selling Securityholders upon exercise of PrivatePlacement Warrants (as defined below); and(iv) 1,267,599 Private Placement Warrants issued in connection with the conversion of outstanding Working CapitalLoans (as defined below) (such securities described in clauses (i) through (iii) collectively, the “Resale Securities”). We are registering the offer and sale and/or resale of these securities to satisfy certain registration obligations we have andcertain registration rights we have granted. The Selling Securityholders may offer all or part of the Resale Securities for resalefrom time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.The Resale Securities are being registered to permit the Selling Securityholders to sell Resale Securities from time to time, inamounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell the Resale Securitiesthrough ordinary brokerage transactions, in underwritten offerings, directly to market makers of our securities or through anyother means described in the section entitled “Plan of Distribution” herein. In connection with any sales of Resale Securitiesoffered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may bedeemed to be “underwriters” within the meaning of the Securities Act, or the ExchangeAct. We are registering the ResaleSecurities for resale by the Selling Securityholders, or their donees, pledgees, transferees, distributees or other successors-in-interest selling our New Terrestrial Common Shares or Private Placement Warrants or interests in our New TerrestrialCommon Shares or Private Placement Warrants received after the date of this prospectus from the Selling Securityholders asa gift, pledge, partnership distribution or other transfer. Certain Resale Securities held by the Selling Securityholders party to the Registration Rights Agreement are subject to lock-up restrictions that prohibit them from selling such securities at this time, subject to certain exceptions. See the section of thisprospectus entitled “Description of Capital Stock.” Some of the New Terrestrial Common Shares being registered for resale were acquired by the Selling Securityholders forprices considerably below the current market price of the New Terrestrial Common Shares. The current market price ($8.24closing price on December 15, 2025) is below the $10.00 per unit price offered in HCM II’s initial public offering, however,certain Selling Securityholders may have an incentive to sell because they have purchased their New Terrestrial CommonShares or Private Placement Warrants at effective prices significantly lower than our public investors or the current tradingprice of the New Terrestrial Common Shares or Public Warrants and may profit significantly so even under circumstances inwhich our public securityholders or certain other Selling Securityholders would experience losses in connection with theirinvestment. For additional information, see “Risk Factors—Risks Relating to Ownership of Our Securities—Certain of theSelling Securityholders