Terrestrial Energy to Go Public Through HCM II Acquisition Corp Merger
Deal News | Mar 26, 2025 | Globenewswire
Terrestrial Energy Inc. is set to become the first publicly traded company specializing in molten salt nuclear reactor technology through a business combination with HCM II Acquisition Corp. This transaction aims to accelerate the commercial deployment of Terrestrial's proprietary Integral Molten Salt Reactor technology, with gross proceeds of approximately $280 million. Terrestrial Energy's pre-money equity value is placed at $925 million, with a pro forma enterprise valuation around $1 billion. The transaction is expected to close in the fourth quarter of 2025, enabling Terrestrial to apply for a Nasdaq listing under the ticker IMSR. The company is recognized for significant regulatory achievements, having completed Canada’s CNSC Vendor Design Review for its Generation IV reactor and advanced its U.S. NRC interagency cooperation. Terrestrial Energy's diverse partnerships, strategic location at Texas A&M, and CAPEX-light model position it well to cater to rising demands in data center power, industrial heat, and carbon-free electricity sectors. Prominent advisory and management figures on both sides enrich the merger, presenting a lucrative opportunity for HCM II shareholders.
Sectors
- Nuclear Energy
- Mergers and Acquisitions
- Renewable Energy
Geography
- United States – The transaction involves HCM II Acquisition Corp, based in the United States, and the business combination activities are taking place in this geography.
- Canada – Terrestrial Energy has successfully completed Canadian regulatory reviews for its technology, indicating its significant operations within Canada.
Industry
- Nuclear Energy – The article discusses Terrestrial Energy's advancements in molten salt nuclear reactor technology and plans to commercialize it, which falls under the Nuclear Energy sector.
- Mergers and Acquisitions – The article covers the business combination of Terrestrial Energy with HCM II Acquisition Corp, a transaction typical within the M&A sector.
- Renewable Energy – Terrestrial Energy's focus on clean, zero-carbon energy solutions through advanced nuclear technology aligns it with the Renewable Energy sector.
Financials
- $280 million – Gross proceeds from the transaction to accelerate commercial deployment and pay transaction expenses.
- $50 million – PIPE commitments at $10.00 per share from new non-affiliated institutional investors.
- $230 million – Cash held in HCM II’s trust account before potential redemptions.
- $925 million – Pre-money equity value of Terrestrial Energy.
- $1 billion – Pro forma enterprise value of the new public company.
- $1.3 billion – Pro forma equity value of Terrestrial Energy post-transaction (assuming no redemptions).
Participants
Name | Role | Type | Description |
---|---|---|---|
Terrestrial Energy Inc. | Target company | Company | A developer of small modular nuclear plants using advanced Generation IV molten salt reactor technology. |
HCM II Acquisition Corp. | Bidding company/buyer | Company | A blank check company formed for business combinations, seeking to merge with Terrestrial Energy. |
Cantor Fitzgerald & Co. | Capital markets advisor and PIPE placement agent | Company | Acts as an exclusive advisor to HCM II in the transaction. |
King & Spalding LLP | Legal advisor to HCM II | Company | Provides legal counsel to HCM II in the business combination. |
Bryan Cave Leighton Paisner LLP | Legal advisor to Terrestrial Energy | Company | Offers legal advice to Terrestrial Energy for the transaction. |
DLA Piper LLP (US) | Legal counsel to Cantor Fitzgerald & Co. | Company | Serves as legal counsel to the placement agent in the transaction. |
Westinghouse Fuels | Partner | Company | Provides strategic partnerships in the area of nuclear fuels. |
Energy Solutions | Partner | Company | Collaborates with Terrestrial Energy in nuclear solutions. |
Schneider Electric | Partner | Company | Involved in energy management collaborations with Terrestrial. |
Texas A&M University | Partner | Institution | Partnered with Terrestrial Energy for establishing a commercial IMSR plant. |
Simon Irish | CEO of Terrestrial Energy | Person | Leads Terrestrial Energy's management team. |
Shawn Matthews | Chairman and CEO of HCM II | Person | Oversees HCM II's operations and strategic directions during the merger. |