TERRESTRIAL ENERGY INC.

TERRESTRIAL ENERGY INC._March 31, 2026

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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 quarterly period ended March 31, 2026

☐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

TERRESTRIAL ENERGY INC.

(Exact name of registrant as specified in its charter)


Delaware	98-1785406
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2730 W. Tyvola Road

Suite 100

Charlotte, NC 28217

(Address of Principal Executive Offices)

(646) 687-8212

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading symbol	Name of Exchange on which registered
Common Stock, par value $0.0001 per share	IMSR	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Common Stock at a price of $11.50 per share	IMSRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒	Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 6, 2026, there were 105,935,254 of the registrant’s ordinary shares outstanding.

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TABLE OF CONTENTS


		Page

	Cautionary Note Regarding Forward-Looking Statements

Part I	Financial Information	4

Item 1.	Financial Statements (Unaudited)	4

	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (Unaudited)	4

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2026 and 2025 (Unaudited)	5

	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2026 and 2025 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23

Item 4.	Controls and Procedures	23

Part II	Other Information	25

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	25

Exhibit Index		26

Signatures		27

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) of Terrestrial Energy Inc. (“Terrestrial Energy,” the “Company,” “we,” “our,” and “us”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues, market growth, capital requirements, product introductions, expansion plans and the adequacy of our funding. Other statements contained in this Quarterly Report that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continue,” “might,” “possible,” “potential,” “predict,” “project,” “goal,” “would,” “commit,” and other stylistic variants denoting forward-looking statements.

We caution investors that any forward-looking statements presented in this Quarterly Report, or that we may make orally or in writing from time to time, are based on information currently available, as well as our beliefs and assumptions. The actual outcome related to forward-looking statements will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends.

The forward-looking statements contained in this Quarterly Report are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

The discussion in this Quarterly Report should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

This Quarterly Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Quarterly Report, except as may be required by law.

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PART I —FINANCIAL INFORMATION

Item 1. Financial Statements

Terrestrial Energy Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(Unaudited)


		March 31,			December 31,
		2026			2025
ASSETS
Current assets
Cash and cash equivalents		$	76,946		$	97,164
Short-term investments			198,018			200,626
Prepaid expenses and other current assets			1,779			1,769
Total current assets			276,743			299,559

Property and equipment, net			831			835
Long-term investments			14,898			—
Intangible assets, net			699			708
Right-of-use assets			1,919			1,814
Other assets			78			64
Total Assets		$	295,168		$	302,980

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses		$	4,495		$	5,501
Operating lease liabilities, current			520			383
Finance lease liabilities, current			33			33
Total current liabilities			5,048			5,917

Operating lease liabilities, noncurrent			1,478			1,601
Finance lease liabilities, noncurrent			46			56
Total liabilities			6,572			7,574

Commitments and Contingencies (Note 10)

Stockholders’ Equity
Common shares, $0.0001 par value; 500,000,000 authorized shares; 82,242,434 and 81,771,422 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			8			8
Exchangeable shares, $0.0001 par value; 23,692,820 and 24,011,017 shares issued and outstanding as of March 31, 2026 and December 31, 2025			2			2
Additional paid-in-capital			421,734			418,815
Accumulated deficit			(135,128)			(124,625)
Accumulated other comprehensive income			1,980			1,206
Total stockholders’ equity			288,596			295,406
Total liabilities and stockholders’ equity		$	295,168		$	302,980

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Terrestrial Energy Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share data)

(Unaudited)


	Three months ended
	March 31,
	2026		2025

OPERATING EXPENSES
Research and development costs	$	4,566	$	1,408
General and administrative		7,304		3,289
Depreciation and amortization		61		181
Total Operating Expenses		11,931		4,878
OPERATING LOSS		(11,931)		(4,878)

OTHER INCOME (EXPENSE)
Government grants		48		23
Interest expense		(2)		(1,231)
Interest expense – related party		—		(140)
Interest and dividend income		1,453		4
Foreign exchange loss		(34)		(30)
OTHER INCOME (EXPENSE)		1,465		(1,374)

Net loss before income tax		(10,466)		(6,252)
Income tax expense		(37)		—
Net loss		(10,503)		(6,252)

Loss per common share, basic and diluted	$	(0.10)	$	(0.10)
Weighted-Average Shares of Common Shares Outstanding, Basic and diluted		105,861,986		63,170,918

Net loss	$	(10,503)	$	(6,252)
Other comprehensive (loss) income net of tax:
Foreign currency translation adjustments		(64)		(827)
Change in net unrealized gains on short-term and long-term investments		838		—
Comprehensive loss	$	(9,729)	$	(7,079)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Terrestrial Energy Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(in thousands, except share data)

(Unaudited)



									Accumulated
							Additional		Other				Total
	Common Shares			Exchangeable Shares			Paid-In-		Comprehensive		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Income		Deficit		Equity
Balance as of January 1, 2026	81,771,422	$	8	24,011,017	$	2	$	418,815	$	1,206	$	(124,625)	$	295,406
Stock-based compensation	—		—	—		—		2,761		—		—		2,761
Shares issued upon exercise of options	140,815		—	—		—		158		—		—		158
Conversion of exchangeable shares to common shares	318,197		—	(318,197)		—		—		—		—		—
Issuance of shares for private placement	12,000		—	—		—		—		—		—		—
Currency translation adjustments	—		—	—		—		—		(64)		—		(64)
Change in unrealized gains on short-term and long-term investments	—		—	—		—		—		838		—		838
Net loss	—		—	—		—		—		—		(10,503)		(10,503)
Balance, March 31, 2026	82,242,434	$	8	23,692,820	$	2	$	421,734	$	1,980	$	(135,128)	$	288,596

Accumulated