Deep Fission Registers 51.4M Shares for Resale Post-Merger

TL;DR

**Deep Fission is a high-risk, high-reward bet on novel nuclear tech with no current market, so proceed with extreme caution.**

AI Summary

Deep Fission, Inc. filed an S-1/A on September 24, 2025, to register up to 51,460,755 shares of common stock for resale by selling stockholders, including 10,000,000 PIPE Shares from a September 5, 2025 private placement and 38,538,922 Merger Shares from a reverse subsidiary merger. The company will not receive proceeds from these sales, except for amounts from the exercise of 586,666 Placement Agent Warrants. Deep Fission, an emerging growth and smaller reporting company, is developing a novel pressurized water reactor (PWR) designed for deep subsurface emplacement, aiming to reduce plant costs by utilizing natural containment and pressure. There is no established public trading market for its securities, and the company intends to apply for quotation on the OTCQB. Investing in Deep Fission involves a high degree of risk due to its pursuit of an emerging, highly regulated market with no commercial projects operating and its reliance on future capital raises. The initial fixed price for selling stockholders is $3.00 per share, totaling $152,622,267 for the offering.

Why It Matters

This S-1/A filing signals Deep Fission's move towards public trading, albeit on the OTCQB, allowing early investors and PIPE participants to monetize their holdings. For investors, the lack of an established market and the high-risk nature of nuclear energy development, especially a novel deep-earth design, means significant speculative risk. Employees and customers will be impacted by the company's ability to secure further funding and navigate stringent regulatory hurdles in the highly competitive energy sector, where traditional and renewable energy sources dominate. The broader market will watch if Deep Fission can validate its cost-saving claims and contribute to the energy transition landscape.

Risk Assessment

Risk Level: high — The filing explicitly states, "Investing in our common stock involves a high degree of risk." This is evidenced by the company's pursuit of "an emerging, highly regulated market, with no commercial project operating as of the date of this registration statement." Additionally, there is "not currently, and there has never been, any established public trading market for any of our securities."

Analyst Insight

Investors should approach Deep Fission with extreme caution, recognizing the speculative nature of an early-stage nuclear energy company with no commercial operations and no established trading market. Consider this a long-term, high-risk investment only if you have a high tolerance for capital loss and believe in the disruptive potential of its deep-earth reactor technology.

Financial Highlights

debt To Equity

Not Disclosed

revenue

$0

operating Margin

N/A

total Assets

Not Disclosed

total Debt

Not Disclosed

net Income

Not Disclosed

eps

Not Disclosed

gross Margin

N/A

cash Position

Not Disclosed

revenue Growth

N/A

Executive Compensation

Key Numbers

• 51,460,755 — Total shares of common stock registered for resale (Includes PIPE, Merger, Warrant, Retained Pre-Merger, Advisor, and Consultant Shares)
• 10,000,000 — PIPE Shares (Issued in a private placement on September 5, 2025)
• 586,666 — Warrant Shares (Issuable upon exercise of Placement Agent Warrants)
• 38,538,922 — Merger Shares (Issued to former Legacy Deep Fission stockholders on September 5, 2025)
• $3.00 — Fixed price per share (Price per share in the Private Placement and for initial sales by selling stockholders)
• $152,622,267 — Total offering amount (Calculated based on 50,874,089 shares at $3.00 per share)
• 2,166,667 — Retained Pre-Merger Shares (Held by Surfside Acquisition Inc. stockholders prior to the Merger)
• 85,000 — Advisor Shares (Issued to an advisor for services rendered in connection with the Merger)
• 83,500 — Consultant Shares (Issued to a consultant for services to be rendered following the Merger)

Key Players & Entities

• DEEP FISSION, INC. (company) — Registrant and developer of Deep Fission Reactor
• Elizabeth Muller (person) — President and Chief Executive Officer of Deep Fission, Inc.
• Gordon Ho (person) — Legal counsel from Cooley LLP
• John T. McKenna (person) — Legal counsel from Cooley LLP
• Cooley LLP (company) — Legal counsel for Deep Fission, Inc.
• Securities and Exchange Commission (regulator) — Regulatory body for S-1/A filing
• Surfside Acquisition Inc. (company) — Company whose stockholders held Retained Pre-Merger Shares
• The Nasdaq Stock Market, LLC (company) — National securities exchange where common stock is not currently eligible for trading
• OTCQB (company) — Over-the-counter market where Deep Fission intends to apply for quotation
• Deep Fission Acquisition Co. (company) — Party in the reverse subsidiary merger transaction

FAQ

Risk Factors

• Reliance on Future Capital [high — financial]: The company has a history of losses and is dependent on future capital raises to fund its operations and development. There is no guarantee that additional financing will be available on terms acceptable to the company, or at all.
• Unproven Technology and Market [high — market]: Deep Fission is developing a novel pressurized water reactor (PWR) for deep subsurface emplacement. This technology is unproven, and there are no commercial projects currently operating. The success of the business is contingent on market acceptance and regulatory approval of this new approach.
• Extensive Regulatory Hurdles [high — regulatory]: The development and deployment of nuclear reactors are subject to stringent and evolving regulatory frameworks in the United States and globally. Obtaining the necessary permits and approvals from agencies like the Nuclear Regulatory Commission (NRC) is a complex, time-consuming, and uncertain process.
• Execution and Development Risks [high — operational]: The company faces significant operational risks associated with the design, engineering, construction, and eventual operation of its novel reactor technology. Any delays or cost overruns in these critical phases could materially impact the company's financial condition and prospects.
• No Operating Revenue [high — financial]: As an emerging company focused on technology development, Deep Fission currently has no established revenue streams from commercial operations. Its financial performance is entirely dependent on its ability to secure funding and successfully bring its technology to market.
• Competition from Established Energy Sources [medium — market]: Deep Fission will compete with established energy sources, including existing nuclear power technologies, fossil fuels, and renewable energy. Convincing utilities and energy providers to adopt a novel, unproven nuclear technology will be a significant challenge.
• Potential Litigation [medium — legal]: As with any company in a highly regulated and capital-intensive industry, there is a risk of potential litigation from various stakeholders, including investors, regulators, or partners, which could result in significant financial and reputational damage.
• Dilution from Future Offerings [medium — financial]: The company's reliance on future capital raises, as indicated by the current S-1/A filing, suggests a high likelihood of future equity issuances. These issuances could lead to significant dilution for existing shareholders, impacting the value of their investment.

Industry Context

Deep Fission operates in the nascent advanced nuclear energy sector, aiming to disrupt traditional nuclear power plant economics with its novel deep subsurface PWR design. The broader nuclear industry is experiencing renewed interest due to climate change concerns and energy security, but faces significant challenges related to cost, public perception, and regulatory hurdles. Competitors include established nuclear vendors and developers of other advanced reactor designs, as well as traditional energy sources.

Regulatory Implications

The company's novel nuclear reactor technology is subject to extensive and stringent regulatory oversight by bodies such as the Nuclear Regulatory Commission (NRC). Obtaining approvals for design, construction, and operation will be a lengthy, complex, and capital-intensive process with inherent uncertainties. Failure to navigate these regulatory pathways successfully would be a critical impediment to commercialization.

What Investors Should Do

1. Thoroughly review the 'Risk Factors' section of the S-1/A.
2. Assess the company's long-term capital requirements and funding strategy.
3. Monitor regulatory developments and milestones related to advanced nuclear technologies.
4. Evaluate the technical feasibility and market adoption potential of the deep subsurface PWR.
5. Understand the implications of trading on the OTCQB.

Key Dates

• 2025-09-24: Filing of S-1/A — Registers over 51 million shares for resale, including PIPE and Merger shares, and signals intent to seek public quotation on OTCQB.
• 2025-09-05: Private Placement (PIPE) and Reverse Subsidiary Merger — Issuance of 10,000,000 PIPE shares and 38,538,922 Merger Shares, establishing the current share structure for resale.

Glossary

S-1/A

An amended registration statement filed with the U.S. Securities and Exchange Commission (SEC) for companies planning to go public or offering securities. (This filing details the shares being registered for resale and provides information about the company's business, risks, and financials.)

PIPE Shares

Private Investment in Public Equity. Shares sold in a private placement, often to institutional investors, before or during a public offering. (Represents 10,000,000 shares being registered for resale, indicating a prior private funding round.)

Merger Shares

Shares issued as part of a merger transaction, in this case, from a reverse subsidiary merger. (Constitutes a significant portion (38,538,922 shares) of the total shares registered for resale.)

Placement Agent Warrants

Warrants issued to the agents who helped facilitate a private placement, giving them the right to purchase shares at a specified price. (The exercise of 586,666 warrants will result in proceeds to the company, unlike other resale shares.)

Emerging Growth Company

A designation under the JOBS Act for companies with less than $1.235 billion in annual gross revenue, allowing for scaled disclosure requirements. (Indicates Deep Fission benefits from relaxed reporting requirements, potentially limiting the depth of information available to investors.)

Smaller Reporting Company

A company that meets certain revenue and public float thresholds, also eligible for scaled disclosure requirements. (Further reinforces that the company may provide less detailed financial and operational information compared to larger public companies.)

OTCQB

A U.S. trading platform for early-stage and developing companies, operated by OTC Markets Group. (The company's intended listing venue, suggesting a lower tier of public trading compared to major exchanges like NYSE or Nasdaq.)

Pressurized Water Reactor (PWR)

A type of light-water nuclear reactor commonly used for generating electricity. Deep Fission is developing a novel design for deep subsurface emplacement. (The core technology of the company, highlighting its focus on a specific, advanced nuclear energy solution.)

Year-Over-Year Comparison

As this is an S-1/A filing, it represents an initial step towards public trading rather than a comparison to a prior period's financial performance. The filing details the structure of the offering, including PIPE and Merger shares, and outlines the company's business model and associated risks. There is no historical revenue or profit data presented for comparison, as the company is pre-revenue and focused on technology development.

Key Financial Figures

• $0.0001 — 0,755 shares of common stock, par value $0.0001 per share, of Deep Fission, Inc. (" Dee
• $3.00 — to this prospectus at a fixed price of $3.00 per share, the price per share in the P
• $152,622,267 — d above, for a total offering amount of $152,622,267. At and after such time, the selling st
• $8.0 million — no revenue, and incurred net losses of $8.0 million and $7.1 million, respectively, and as
• $7.1 m — incurred net losses of $8.0 million and $7.1 million, respectively, and as of December
• $8.7 million — , 2024 we had an accumulated deficit of $8.7 million. Our auditor issued a "going concern" o

Filing Documents

• ea0258315-s1a1_deep.htm (S-1/A) — 1853KB
• ea025831501ex10-11_deep.htm (EX-10.11) — 32KB
• ea025831501ex23-1_deep.htm (EX-23.1) — 2KB
• ea025831501ex23-2_deep.htm (EX-23.2) — 2KB
• image_001.jpg (GRAPHIC) — 5KB
• image_002.jpg (GRAPHIC) — 3KB
• ex23-2_001.jpg (GRAPHIC) — 7KB
• ex23-2_002.jpg (GRAPHIC) — 8KB
• 0001213900-25-091209.txt ( ) — 5659KB
• ssai-20250630.xsd (EX-101.SCH) — 52KB
• ssai-20250630_cal.xml (EX-101.CAL) — 32KB
• ssai-20250630_def.xml (EX-101.DEF) — 227KB
• ssai-20250630_lab.xml (EX-101.LAB) — 336KB
• ssai-20250630_pre.xml (EX-101.PRE) — 249KB
• ea0258315-s1a1_deep_htm.xml (XML) — 521KB

USE OF PROCEEDS

USE OF PROCEEDS 27 DETERMINATION OF SALE PRICE 27 MARKET INFORMATION FOR OUR COMMON STOCK AND DIVIDEND POLICY 27 DESCRIPTION OF BUSINESS 28

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 42 MANAGEMENT 49

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 51 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 54

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 57 SELLING STOCKHOLDERS 58 PLAN OF DISTRIBUTION 68

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 71 LEGAL MATTERS 77 EXPERTS 77 CHANGE IN AUDITOR 77 WHERE YOU CAN FIND MORE INFORMATION 77 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 78 INDEX TO FINANCIAL STATEMENTS F-1 PART II II-1 INFORMATION NOT REQUIRED IN THE PROSPECTUS II-1 EXHIBIT INDEX II-5

SIGNATURES

SIGNATURES II-6 i ABOUT THIS PROSPECTUS General This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using the "shelf" registration process. Under this shelf registration process, the selling stockholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such selling stockholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of common stock issuable upon the exercise of any Placement Agent Warrants. We will not receive any proceeds from the sale of shares of common stock underlying the Placement Agent Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Placement Agent Warrants for cash. You should rely only on the information contained in this prospectus, any supplement to this prospectus or in any free writing prospectus, filed with the Securities and Exchange Commission (the " SEC "). We have not, and the selling stockholders have not, authorized anyone to provide you with any additional information or information different from that contained in this prospectus, the information incorporated by reference herein, any applicable prospectus supplement or any free writing prospectus filed with the SEC. Neither we nor the selling stockholders take responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. Neither we nor the selling stockholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. You should assume that the information appearing in this prospectus, any applicable pr

Forward-looking statements

Forward-looking statements relate to future events or our future operational or financial performance. Our forward-looking performance or achievements to be materially and adversely different from any future results, performance or achievements expressed, anticipated, or implied by these forward-looking statements. Some of such risks, uncertainties, and assumptions are described in the section below titled " Risk Factors " and elsewhere in this prospectus, in any applicable prospectus supplement and in any related free writing prospectus. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially and adversely from those in any express or implied forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. We base such statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, operating results, business strategy, short-term and long-term business operations and objectives, and financial needs. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of our forward-looking statements for any reason after the date of this prospectus, any applicable prospectus supplement, or any related free writing prospectus or to conform these statements to actual results or revised expectations, except as required by law. This prospectus contains,

Forward-looking statements

Forward-looking statements include, but are not limited to, statements about: the impact of current and future laws and regulations, especially those related to nuclear energy; our ability to achieve profitability and continue as a going concern; changes in domestic and foreign business, market, financial, political and legal conditions; our pursuit of an emerging, highly regulated market, with no commercial project operating as of the date of this registration statement; iii our ability to protect and enforce our intellectual property rights and the scope and duration of such rights; our reliance on third-parties, including suppliers, licensing partners, government entities and strategic partners, and our ability to maintain our relationships with such parties and enter into additional strategic partnerships in the future; our ability to commercialize our products and services on a large scale and grow effectively; our management team's ability to successfully achieve our business objectives; our ability to raise additional capital to continue to maintain sufficient liquidity, develop our technology and scale our operations; changes to applicable policies, regulations, mandates and funding levels of the government entities that regulate our business or with whom we do business; the impact on us and our potential customers from changes in interest rates, inflation, tariffs, trade policies and rising costs, including commodity and labor costs; developments and projections relating to our business and our industry; our ability to adequately control the costs associated with our operations; the impact of increased global power demand and the need for increased power grid reliability and energy security, as well as the role of nuclear energy in the energy transition landscape; risks relating to the negative public or political perception of us or the nuclear energy industry in general; the outcome of any potential litigation, government a

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View this S-1/A filing on SEC EDGAR