Deep Fission, Inc. Reports Material Agreements and Acquisitions

TL;DR

Deep Fission (formerly Surfside) is making big moves: new deals, acquisitions, equity sales, and leadership changes filed 9/11.

AI Summary

Deep Fission, Inc. (formerly Surfside Acquisition Inc.) filed an 8-K on September 11, 2025, reporting several material events. These include entering into a definitive agreement, completion of an acquisition, unregistered sales of equity, and changes in control. The company also reported changes in its board of directors and officers, as well as compensatory arrangements. The filing indicates a change in shell company status and amendments to its articles of incorporation or bylaws.

Why It Matters

This 8-K filing signals significant corporate actions for Deep Fission, Inc., including potential acquisitions and changes in control, which could impact its business strategy and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates multiple significant corporate events including acquisitions, equity sales, and changes in control, which can introduce volatility and uncertainty.

Key Players & Entities

• Deep Fission, Inc. (company) — Filer
• Surfside Acquisition Inc. (company) — Former company name
• September 11, 2025 (date) — Filing date
• September 5, 2025 (date) — Period of report

FAQ

Key Financial Figures

• $0.0001 — of Deep Fission common stock, par value $0.0001 per share (" Deep Fission Common Stock
• $3.00 — on Agreements ") at a purchase price of $3.00 per share, for aggregate gross proceeds
• $30.0 million — gregate gross proceeds of approximately $30.0 million. The private placement is referred to h
• $30.0 m — roceeds from the Private Placement were $30.0 million, before deducting Placement Agent
• $4.0 million — expenses payable by us of approximately $4.0 million). The shares issued in the Private Pla
• $2.1 million — acement Agents an aggregate cash fee of $2.1 million and issued the Placement Agents warrant
• $100,000 — We also reimbursed the Placement Agents $100,000 of their expenses incurred in connectio
• $94,525 — Note; the remaining principal amount of $94,525 was forfeited and the Promissory Note w
• $35,000 — f the Registrable Shares, not to exceed $35,000 per Registration Statement. Each holder
• $51.20 — stock options with an exercise price of $51.20 per share under the 2025 Equity Incenti

Filing Documents

• ea0256443-8k_deep.htm (8-K) — 708KB
• ea025644301ex2-1_deep.htm (EX-2.1) — 299KB
• ea025644301ex3-1_deep.htm (EX-3.1) — 10KB
• ea025644301ex3-2_deep.htm (EX-3.2) — 37KB
• ea025644301ex3-3_deep.htm (EX-3.3) — 147KB
• ea025644301ex10-1_deep.htm (EX-10.1) — 48KB
• ea025644301ex10-2_deep.htm (EX-10.2) — 47KB
• ea025644301ex10-3_deep.htm (EX-10.3) — 298KB
• ea025644301ex10-4_deep.htm (EX-10.4) — 216KB
• ea025644301ex10-5_deep.htm (EX-10.5) — 144KB
• ea025644301ex10-6_deep.htm (EX-10.6) — 94KB
• ea025644301ex10-7_deep.htm (EX-10.7) — 172KB
• ea025644301ex10-8_deep.htm (EX-10.8) — 101KB
• ea025644301ex10-9_deep.htm (EX-10.9) — 34KB
• ea025644301ex10-10_deep.htm (EX-10.10) — 95KB
• ea025644301ex10-11_deep.htm (EX-10.11) — 50KB
• ea025644301ex10-12_deep.htm (EX-10.12) — 84KB
• ea025644301ex10-13_deep.htm (EX-10.13) — 37KB
• ea025644301ex16-1_deep.htm (EX-16.1) — 3KB
• ea025644301ex21-1_deep.htm (EX-21.1) — 3KB
• ea025644301ex99-1_deep.htm (EX-99.1) — 164KB
• ea025644301ex99-2_deep.htm (EX-99.2) — 139KB
• ea025644301ex99-3_deep.htm (EX-99.3) — 157KB
• image_001.jpg (GRAPHIC) — 22KB
• ex16-1_001.jpg (GRAPHIC) — 55KB
• 0001213900-25-086894.txt ( ) — 4102KB
• cik0001918102-20250905.xsd (EX-101.SCH) — 3KB
• cik0001918102-20250905_def.xml (EX-101.DEF) — 26KB
• cik0001918102-20250905_lab.xml (EX-101.LAB) — 36KB
• cik0001918102-20250905_pre.xml (EX-101.PRE) — 25KB
• ea0256443-8k_deep_htm.xml (XML) — 5KB

01

Item 2.01 Completion of Acquisition or Disposition of Assets.

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. Item 3.03 Material Modification to Rights of Security Holders.

01 Changes in Registrant's Certifying Accountant

Item 4.01 Changes in Registrant's Certifying Accountant. Item 5.01 Changes in Control of Registrant.

02 Departure

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

06 Change in Shell Company Status

Item 5.06 Change in Shell Company Status. Item 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. We were incorporated as Surfside Acquisition Inc. (" Surfside ") in the State of Delaware on December 10, 2021. Prior to the Merger (as defined below), we were a "shell company" (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the " Exchange Act ")). As a result of the Merger, we have ceased to be a "shell company." The information included in this Current Report constitutes the current "Form 10 information" necessary to satisfy the conditions contained in Rule 144(i)(2) of the rules and regulations promulgated under the Securities Act of 1933, as amended (the " Securities Act "). As used in this Current Report, unless otherwise "we," "us" and "our" refer to Deep Fission, Inc., a Delaware corporation, and its subsidiaries after giving effect to the Merger and the company name change described below. This Current Report contains summaries of the material terms of various agreements executed in connection with the transactions described herein. The summaries of these agreements are subject to, and are qualified in their entirety by, reference to these agreements, which are filed as exhibits hereto and incorporated herein by reference. Overview of the Transactions The Merger On September 5, 2025 (the " Closing Date "), Deep Fission, Inc., a private Delaware corporation (" Legacy Deep Fission "), Surfside and Deep Fission Acquisition Co., a Delaware corporation and wholly owned subsidiary of Deep Fission (" Acquisition Sub ") consummated the closing of the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated September 5, 2025, by and among Legacy Deep Fission, Surfside and Acquisition Sub (the " Merger Agreement "). The Merger Agreement and the consummation of the transactions contemplated thereby, including the merger (the " Merger "), were approved by

02, "Unregistered Sales of Equity Securities."

Item 3.02, "Unregistered Sales of Equity Securities." In addition, in connection with the Merger, the Board appointed new directors and executive officers. Information concerning the new Board members and their terms and the new executive officers is presented below under Item 5.02, "Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers." In accordance with "reverse merger" or "reverse acquisition" accounting treatment, our historical financial statements prior to the Merger will be replaced with the historical financial statements of Legacy Deep Fission prior to the Merger, in all future filings with the U.S. Securities and Exchange Commission (the " SEC "). Private Placement Immediately following the Effective Time of the Merger, we issued and sold 10,000,000 shares of common stock in a private placement pursuant to a subscription agreement by and between us and certain accredited and institutional investors (collectively, the " Subscription Agreements ") at a purchase price of $3.00 per share, for aggregate gross proceeds of approximately $30.0 million. The private placement is referred to herein as the " Private Placement " and the Merger and the Private Placement together are referred to herein as the " Transactions ." See Item 2.01, "Completion of Acquisition or Disposition of Assets–The Private Placement" and Item 3.02, "Unregistered Sales of Equity Securities" for additional information. The foregoing description of the Subscription Agreement is a summary only and is qualified in its entirety by the full text of the form of Subscription Agreement, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference. 2

01 Entry Into a Material Definitive

Item 1.01 Entry Into a Material Definitive Agreement. The information contained in Item 2.01 below relating to the Merger Agreement, the Subscription Agreements, the Registration Rights Agreements and the Post-Merger Indemnification Agreements is hereby incorporated herein by reference. All descriptions of the foregoing agreements are qualified in their entirety by reference to the form of the relevant agreement that is filed as an exhibit to this Current Report and incorporated herein by reference. In connection with the Merger, the officers and directors of Legacy Deep Fission, and certain holders of shares of Deep Fission Common Stock issued in exchange for the equity securities of Legacy Deep Fission entered into a lock-up agreement (the " Lock-Up Agreement ") restricting, among other things and subject to customary exceptions, the transfer of such shares of Deep Fission Common Stock immediately following the listing of the Company's common stock on a national securities exchange. The foregoing description of the Lock-Up Agreement is a summary only and is qualified in its entirety by the full text of the form of Lock-Up Agreement, a copy of which is attached hereto as Exhibit 10.11 and incorporated herein by reference.

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01 of this Current Report. Merger Agreement On the Closing Date, Surfside, Acquisition Sub and Legacy Deep Fission entered into the Merger Agreement. Pursuant to the terms of the Merger Agreement, on the Closing Date, Acquisition Sub merged with and into Legacy Deep Fission, with Legacy Deep Fission (renamed Deep Fission Nuclear, Inc.) continuing as the surviving corporation and as our wholly owned subsidiary. As a result of the Merger, we acquired the business of Legacy Deep Fission, which is pioneering a new approach to delivering clean, secure, low-cost electricity by placing scalable 15 MWe small modular pressurized water nuclear reactors into boreholes one mile underground. See "Description of Business" below. At the time the certificate of merger effectuating the Merger was filed with the Secretary of State of Delaware (the " Effective Time "), each share of Legacy Deep Fission Common Stock issued and outstanding immediately prior to the Effective Time was exchanged for the right to receive 17.32141 shares of our common stock (the " Conversion Ratio "), rounded to the nearest whole share. The issuance of shares of common stock to Legacy Deep Fission's former security holders is collectively referred to as the " Share Exchange ." The Merger Agreement contained customary representations and warranties and pre- and post-closing covenants of each party and customary closing conditions. Immediately prior to the Effective Time, an aggregate of 2,833,333 shares (out of the 5,000,000 shares then issued and outstanding) of our common stock owned by our stockholders prior to the Merger were forfeited and cancelled (the " Stock Forfeiture "), and 2,166,667 shares of common stock were then held by such stockholders immediately after the Merger (the " Retained Pre-Merger Shares "). On the Closing Date

01(f) of this Current Report states that

Item 2.01(f) of this Current Report states that if the predecessor registrant was a shell company, as Surfside was immediately before the Merger, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, Deep Fission, as the successor registrant to Surfside, is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the closing of the Merger unless otherwise specifically indicated or the context otherwise requires. As a result of the Merger, we have ceased to be a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act). 7 FORWARD-LOOKING This Current Report, including the sections titled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Business," includes forward-looking statements within the meaning of Section 27A of the Secu

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View this 8-K filing on SEC EDGAR