Deep Fission Registers 51.4M Shares for Resale, Targets OTCQB Listing

TL;DR

**Deep Fission's S-1/A is a green light for early investors to cash out, but with no public market yet, this is a high-risk bet on a nascent nuclear tech play.**

AI Summary

Deep Fission, Inc. filed an S-1/A on December 1, 2025, to register up to 51,460,755 shares of common stock for resale by selling stockholders. This includes 10,000,000 PIPE Shares from a September 5, 2025 private placement, 586,666 Warrant Shares issuable upon exercise of Placement Agent Warrants, 38,538,922 Merger Shares issued to Legacy Deep Fission stockholders, 2,166,667 Retained Pre-Merger Shares from Surfside Acquisition Inc., 85,000 Advisor Shares, and 83,500 Consultant Shares. The company will not receive proceeds from these sales, except for cash from Placement Agent Warrant exercises. There is no established public trading market, and shares will initially be offered at a fixed price of $3.00 per share, totaling $152,622,267, until quoted on OTCQB or another public market. Deep Fission is an 'emerging growth company' and 'smaller reporting company' focused on its 'Gravity Reactor' technology, combining PWR with deep subsurface emplacement to reduce shielding and system complexity.

Why It Matters

This S-1/A filing signals Deep Fission's intent to enable liquidity for early investors and placement agents, a critical step for a company with no current public trading market. The fixed initial offering price of $3.00 per share provides a baseline valuation for investors, though future market prices could fluctuate significantly once quoted on OTCQB. For employees and customers, the successful listing and potential capital infusion could support the development of their 'Gravity Reactor' technology, which aims to disrupt the nuclear energy sector by reducing infrastructure costs. Competitively, Deep Fission is positioning itself in the highly regulated and capital-intensive nuclear energy market, where innovation in containment and cost reduction could be a significant differentiator.

Risk Assessment

Risk Level: high — The filing explicitly states, 'Investing in our common stock involves a high degree of risk' and 'There is not currently, and there has never been, any established public trading market for any of our securities.' The company is an 'emerging growth company' pursuing an 'emerging, highly regulated market, with no commercial project operating as of the date of this registration statement,' indicating significant operational and market risks.

Analyst Insight

Investors should approach Deep Fission with extreme caution, recognizing the lack of a public trading history and the speculative nature of its 'Gravity Reactor' technology. Consider this a long-term, high-risk venture and only allocate capital that can be fully lost. Wait for the stock to be quoted on OTCQB and observe initial trading dynamics before considering any investment.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• 51,460,755 — Total shares of common stock registered for resale (Represents the maximum number of shares selling stockholders may offer.)
• 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.)
• 2,166,667 — Retained Pre-Merger Shares (Held by stockholders of Surfside Acquisition Inc. prior to the Merger.)
• $3.00 — Fixed initial offering price per share (Price per share in the Private Placement and initial resale price.)
• $152,622,267 — Total offering amount at fixed price (Calculated from 50,874,089 shares at $3.00 per share.)
• 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.)
• 2025-12-01 — Filing Date (Date of the S-1/A filing.)

Key Players & Entities

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

FAQ

Risk Factors

• Dependence on Gravity Reactor Technology [high — operational]: The company's success is heavily reliant on the development and commercialization of its proprietary 'Gravity Reactor' technology. There is no assurance that this technology will perform as expected or achieve market acceptance, which could materially impact the company's future prospects.
• Uncertainty of Future Regulatory Approvals [medium — regulatory]: As a company developing novel energy technology, Deep Fission may face significant regulatory hurdles and the need for extensive approvals. The timeline and success of obtaining these approvals are uncertain and could delay or prevent the commercialization of its products.
• Limited Operating History and Profitability [high — financial]: Deep Fission is an 'emerging growth company' with a limited operating history and has not yet demonstrated profitability. Its ability to generate revenue and achieve sustainable profitability is unproven and subject to numerous risks.
• Competition in the Energy Sector [medium — market]: The energy sector is highly competitive, with established players and emerging technologies. Deep Fission will face competition from existing energy providers and other companies developing innovative solutions, potentially impacting market share and pricing power.
• Reliance on Future Financing [high — financial]: The company's ability to fund its ongoing research, development, and commercialization efforts may require significant future capital. There is no guarantee that Deep Fission will be able to secure necessary funding on favorable terms, if at all.
• Potential Intellectual Property Disputes [medium — legal]: The development of new technologies like the Gravity Reactor can lead to intellectual property disputes. Protecting its proprietary technology and defending against potential infringement claims will be critical and could be costly.

Industry Context

Deep Fission operates in the highly competitive and capital-intensive energy sector, focusing on novel nuclear reactor technology. The industry is undergoing a transition with increased interest in advanced nuclear solutions for clean energy, but faces significant regulatory hurdles, long development cycles, and substantial capital requirements. Competition includes established nuclear power providers and other emerging advanced reactor developers.

Regulatory Implications

As a developer of nuclear technology, Deep Fission faces stringent regulatory oversight from bodies like the Nuclear Regulatory Commission (NRC). Obtaining necessary licenses and approvals for its Gravity Reactor technology will be a complex and lengthy process, posing significant risks to its commercialization timeline and viability.

What Investors Should Do

1. Monitor regulatory approvals and development milestones for the Gravity Reactor technology.
2. Assess the company's ability to secure future funding rounds.
3. Evaluate the competitive landscape and market adoption potential for the Gravity Reactor.

Key Dates

• 2025-09-05: Private Placement and Merger Completion — The company completed a private placement issuing 10,000,000 PIPE shares and issued 38,538,922 Merger Shares to Legacy Deep Fission stockholders, marking significant steps in its corporate structure and capitalization.
• 2025-12-01: S-1/A Filing — Deep Fission filed its S-1/A to register over 51 million shares for resale, signaling its intent to enable liquidity for early investors and potentially prepare for broader market access.

Glossary

S-1/A

An amended registration statement filed with the U.S. Securities and Exchange Commission (SEC) for companies planning to offer securities to the public. (This filing is crucial as it details the shares being registered for resale and provides information for potential investors.)

PIPE Shares

Private Investment in Public Equity. Shares purchased by institutional investors in a private placement, often at a discount to the market price. (These 10,000,000 shares represent a significant portion of the registered shares and were part of a private funding round.)

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 these warrants will result in the issuance of 586,666 Warrant Shares, adding to the total shares available for resale.)

Merger Shares

Shares issued to the former stockholders of a company that has been acquired or merged into another entity. (The 38,538,922 Merger Shares represent the equity received by Legacy Deep Fission stockholders as part of the merger transaction.)

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. (Deep Fission's status as an EGC impacts the level of financial and operational information it must disclose in its filings.)

Smaller Reporting Company

A company that meets certain revenue and public float thresholds, allowing for reduced SEC reporting requirements. (Similar to EGC status, this designation simplifies reporting obligations for Deep Fission.)

Gravity Reactor

Deep Fission's proprietary technology that combines Pressurized Water Reactor (PWR) principles with deep subsurface emplacement. (This is the core technology the company is developing, and its success is central to Deep Fission's business model and future prospects.)

Year-Over-Year Comparison

As this is an S-1/A filing, there is no direct prior year filing to compare against. However, the filing indicates a significant corporate restructuring and capitalization event through the merger and PIPE financing completed on September 5, 2025. The registration of over 51 million shares for resale suggests a move towards providing liquidity for early investors and potentially preparing for future market access, rather than reporting on historical operational performance.

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
• $90 million — mates, we expect to incur approximately $90 million in pilot-reactor development costs duri
• $8.0 million — d no revenue and incurred net losses of $8.0 million and $7.1 million, respectively. As of D
• $7.1 m — incurred net losses of $8.0 million and $7.1 million, respectively. As of December 31,
• $8.7 million — , 2024 we had an accumulated deficit of $8.7 million. Our auditor issued a going concern opi
• $47.5 m — d no revenue and incurred a net loss of $47.5 million, compared to $4.1 million for the
• $4.1 million — net loss of $47.5 million, compared to $4.1 million for the same period in 2024. As of Sept
• $56.2 million — 2025, we had an accumulated deficit of $56.2 million and used $6.5 million of cash in operat
• $6.5 million — lated deficit of $56.2 million and used $6.5 million of cash in operating activities. These

Filing Documents

• tmb-20250930xs1a.htm (S-1/A) — 3616KB
• tmb-20250930xex23d1.htm (EX-23.1) — 2KB
• tmb-20250930xex23d2.htm (EX-23.2) — 2KB
• tmb-20250930xs1a001.jpg (GRAPHIC) — 7KB
• tmb-20250930xs1a010.jpg (GRAPHIC) — 3KB
• tmb-20250930xex23d2001.jpg (GRAPHIC) — 5KB
• 0001104659-25-117373.txt ( ) — 11680KB
• tmb-20250930.xsd (EX-101.SCH) — 69KB
• tmb-20250930_cal.xml (EX-101.CAL) — 39KB
• tmb-20250930_def.xml (EX-101.DEF) — 376KB
• tmb-20250930_lab.xml (EX-101.LAB) — 405KB
• tmb-20250930_pre.xml (EX-101.PRE) — 646KB
• tmb-20250930xs1a_htm.xml (XML) — 1071KB

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 43 MANAGEMENT 50

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 53 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 58

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 61 SELLING STOCKHOLDERS 63 PLAN OF DISTRIBUTION 73

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 76 LEGAL MATTERS 82 EXPERTS 82 CHANGE IN AUDITOR 82 WHERE YOU CAN FIND MORE INFORMATION 82 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 83 INDEX TO FINANCIAL STATEMENTS F-1 PART II II-1 INFORMATION NOT REQUIRED IN THE PROSPECTUS II-1 EXHIBIT INDEX II-4

SIGNATURES

SIGNATURES II-6 i Table of Contents 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 prospectu

Forward-looking statements include, but are not limited to, statements about

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; 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; iii Table of Contents 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, govern

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View this S-1/A filing on SEC EDGAR