Deep Fission Registers 51.4M Shares for Resale Post-Merger

TL;DR

**Deep Fission's S-1/A is a high-risk, high-reward bet on a novel nuclear tech, but don't expect immediate liquidity or a smooth ride given the OTC market and regulatory gauntlet.**

AI Summary

Deep Fission, Inc. filed an S-1/A on December 30, 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 cash from the exercise of 586,666 Placement Agent Warrants. Deep Fission, an 'emerging growth company' and 'smaller reporting company,' is developing a 'Gravity Reactor' that combines pressurized water reactor technology with deep subsurface emplacement, eliminating the need for expensive surface shielding. There is no established public trading market for its securities, but the company intends to apply for quotation on the OTCQB or another OTC system. Until quoted, shares may only be sold at a fixed price of $3.00 per share, totaling $152,622,267. The filing highlights a 'high degree of risk' due to the nascent, highly regulated nuclear energy market and the absence of a commercial project.

Why It Matters

This S-1/A filing signals Deep Fission's move towards public trading, albeit on an OTC market initially, providing liquidity for early investors and potentially opening up future capital raises. For investors, the fixed $3.00 per share price pre-quotation offers a clear entry point, but the lack of an established market and the 'high degree of risk' in an emerging, highly regulated sector demand caution. Employees and customers will be watching for the company's ability to commercialize its novel 'Gravity Reactor' technology, which aims to disrupt the nuclear energy landscape by reducing infrastructure costs. Competitively, Deep Fission is positioning itself against traditional nuclear power developers by leveraging a unique subsurface containment approach, but faces significant regulatory and technological hurdles.

Risk Assessment

Risk Level: high — The filing explicitly states, 'Investing in our common stock involves a high degree of risk' on page 6. This is further evidenced by the absence of an established public trading market for its securities and the company's intention to apply for quotation on the OTCQB, which typically has lower liquidity and transparency than national exchanges. Additionally, Deep Fission operates in an 'emerging, highly regulated market, with no commercial project operating as of the date of this registration statement,' indicating significant operational and regulatory uncertainties.

Analyst Insight

Investors should approach Deep Fission with extreme caution, recognizing the speculative nature of this investment. Consider a small, diversified position only if you have a high-risk tolerance and a long-term horizon, as the company is pre-commercial and lacks an established trading market. Monitor progress on OTCQB listing and regulatory approvals closely.

Financial Highlights

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 (Includes PIPE Shares, Merger Shares, Warrant Shares, Retained Pre-Merger Shares, Advisor Shares, and Consultant Shares.)
• 10,000,000 — PIPE Shares (Issued in a private placement on September 5, 2025.)
• 38,538,922 — Merger Shares (Issued to former Legacy Deep Fission stockholders on September 5, 2025, in connection with the Merger.)
• 586,666 — Warrant Shares (Issuable upon exercise of Placement Agent Warrants.)
• $3.00 — Fixed price per share (Price for sales by selling stockholders until common stock is quoted on OTCQB or another public trading market develops.)
• $152,622,267 — Total offering amount (Calculated based on 50,874,089 shares at $3.00 per share.)
• 2025-12-30 — Filing Date (Date of the S-1/A filing.)

Key Players & Entities

• Deep Fission, Inc. (company) — Registrant and developer of Gravity Reactor
• Securities and Exchange Commission (regulator) — Regulates the S-1/A filing
• Elizabeth Muller (person) — President and Chief Executive Officer of Deep Fission, Inc.
• Cooley LLP (company) — Legal counsel for Deep Fission, Inc.
• Surfside Acquisition Inc. (company) — Company whose stockholders held Retained Pre-Merger Shares prior to the Merger
• The Nasdaq Stock Market, LLC (company) — National securities exchange where Deep Fission is not currently eligible for trading
• OTCQB (company) — Over-the-counter market where Deep Fission intends to apply for quotation
• Delaware (regulator) — State of incorporation for Deep Fission, Inc.

FAQ

Risk Factors

• Nascent Nuclear Energy Market [high — market]: The company operates in the nascent nuclear energy market, which is characterized by long development cycles, significant capital requirements, and evolving regulatory landscapes. There is no established public trading market for its securities, and shares are currently offered at a fixed price of $3.00, indicating early-stage valuation and liquidity concerns.
• Unproven Reactor Technology [high — operational]: Deep Fission is developing a novel 'Gravity Reactor' technology that has not been commercially deployed or proven. The success of the company is contingent on the successful development, testing, and regulatory approval of this unproven technology, which carries significant technical and execution risks.
• Highly Regulated Industry [high — regulatory]: The nuclear energy sector is subject to stringent and complex regulations from various governmental bodies. Obtaining necessary permits, licenses, and approvals for the Gravity Reactor technology will be a lengthy and uncertain process, posing a significant hurdle to commercialization.
• Lack of Commercial Projects and Revenue [high — financial]: The company has no commercial projects in operation and therefore no established revenue streams. The entire business model relies on the future successful development and deployment of its technology, making it highly speculative and dependent on future funding and market acceptance.
• Limited Trading Liquidity [medium — market]: Currently, there is no established public trading market for Deep Fission's securities. The shares are being offered at a fixed price of $3.00 until a public market develops, which suggests limited liquidity and potential price volatility once trading commences.

Industry Context

Deep Fission operates in the highly specialized and capital-intensive nuclear energy sector, which is undergoing a resurgence driven by climate change concerns and energy security needs. However, the industry remains heavily regulated and faces public perception challenges. The company's novel approach of deep subsurface emplacement aims to differentiate it by reducing costs associated with surface shielding.

Regulatory Implications

The development and deployment of nuclear technology are subject to extensive and evolving regulations by bodies such as the Nuclear Regulatory Commission (NRC) in the U.S. Deep Fission must navigate complex licensing, safety, and environmental approval processes, which are time-consuming and costly, posing significant hurdles to market entry.

What Investors Should Do

1. Evaluate the technological viability and regulatory pathway for the 'Gravity Reactor'.
2. Assess the long-term capital requirements and funding strategy.
3. Monitor the company's progress towards obtaining a public quotation on OTCQB or another market.

Key Dates

• 2025-09-05: Private Placement and Merger Completion — Issuance of 10,000,000 PIPE Shares and 38,538,922 Merger Shares, marking significant financing and corporate restructuring events.
• 2025-12-30: S-1/A Filing — Registration of up to 51,460,755 shares for resale, providing a pathway for liquidity for early investors and PIPE participants.

Glossary

S-1/A

An amendment to a registration statement filed with the SEC, typically used to update or correct information before an initial public offering or for the resale of securities. (This filing details the registration of shares for resale by existing stockholders.)

PIPE Shares

Private Investment in Public Equity. Shares purchased by institutional investors in a private placement, often when a company is already publicly traded or about to become so. (10,000,000 PIPE shares are registered for resale, indicating a recent private funding round.)

Merger Shares

Shares issued to the stockholders of a company that has been acquired or merged into another entity. (38,538,922 Merger Shares are registered for resale, stemming from a reverse subsidiary merger.)

Placement Agent Warrants

Warrants issued to the agents who helped facilitate a private placement, giving them the right to purchase stock at a specified price. (Exercise of 586,666 warrants could result in cash proceeds for the company.)

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 qualifies, potentially benefiting from reduced regulatory and reporting burdens.)

Smaller Reporting Company

A company that meets certain revenue and public float thresholds, allowing for simplified financial disclosure requirements. (Deep Fission's status as a smaller reporting company also impacts its disclosure obligations.)

Gravity Reactor

Deep Fission's proprietary nuclear reactor technology that combines pressurized water reactor technology with deep subsurface emplacement. (This is the core technology the company is developing, and its success is critical to the business.)

OTCQB

A tier of the over-the-counter (OTC) market for early-stage companies that meet higher financial and corporate governance standards than other OTC tiers. (The company intends to seek quotation on OTCQB, indicating a goal for public market access.)

Year-Over-Year Comparison

As this is an S-1/A filing, it represents an initial registration for resale rather than a periodic report comparing to prior periods. Therefore, a direct comparison of financial metrics like revenue growth or margin changes to a previous filing is not applicable. The filing primarily serves to register shares for sale by existing stockholders and does not reflect operational performance against prior periods.

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
• $105 million — mates, we expect to incur approximately $105 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) — 3635KB
• tmb-20250930xex23d1.htm (EX-23.1) — 2KB
• tmb-20250930xex23d2.htm (EX-23.2) — 2KB
• tmb-20250930xs1a001.jpg (GRAPHIC) — 7KB
• tmb-20250930xs1a011.jpg (GRAPHIC) — 3KB
• tmb-20250930xex23d2001.jpg (GRAPHIC) — 5KB
• 0001104659-25-125146.txt ( ) — 11716KB
• tmb-20250930.xsd (EX-101.SCH) — 69KB
• tmb-20250930_cal.xml (EX-101.CAL) — 39KB
• tmb-20250930_def.xml (EX-101.DEF) — 382KB
• tmb-20250930_lab.xml (EX-101.LAB) — 407KB
• tmb-20250930_pre.xml (EX-101.PRE) — 651KB
• tmb-20250930xs1a_htm.xml (XML) — 1066KB

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 54 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 59

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 62 SELLING STOCKHOLDERS 64 PLAN OF DISTRIBUTION 74

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 77 LEGAL MATTERS 83 EXPERTS 83 CHANGE IN AUDITOR 83 WHERE YOU CAN FIND MORE INFORMATION 83 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 84 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