Terrestrial Energy (IMSR) Registration filing summary

Company overview and business model

• Developing the IMSR Plant, a Generation IV molten salt reactor using molten salt as both fuel and coolant for electricity and high-temperature industrial heat.

• First commercial operation is targeted for the mid-2030s, with fleet operation commencing in the late 2030s.

• Following the October 2025 business combination, operations are conducted through a wholly owned subsidiary; the transaction was accounted for as a reverse recapitalization.

Use of proceeds and capital allocation

• No proceeds will come from the selling stockholder’s resales; up to ~$1.6 million could be received if all options are exercised for cash.

• Any option-exercise proceeds are intended for general corporate purposes; registration costs are borne by the issuer, while the selling stockholder pays sale commissions and specified costs.

Risk factors and disclosures

• Resales of up to 2,263,805 shares, ~2.7% of outstanding common stock, could dilute holders and pressure common-stock and warrant prices; 19,165,531 additional shares are reserved under equity plans.

• Risks include limited commercial operating history, negative operating cash flow, financing needs, customer discussions not converting to contracts, competition, permitting, regulation, and cost or schedule overruns.

• Other cited risks include nuclear-industry perceptions, public-company compliance costs, cyber threats, skilled-worker availability, and government support for competing technologies.

• Emerging-growth and smaller-reporting-company status allows reduced disclosures and an extended transition period for new accounting standards, which may affect comparability and trading activity.