What changed in this filing

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Item 1. Business

2026-04-15 compared with 2025-03-28 · 523 added, 264 removed, 0 unchanged (100% of the section changed)

Surfside Acquisition Inc.

was incorporated in

the State of Delaware on December 10, 2021.

Since inception, the Company has been engaged in organizational efforts and obtaining initial

The Company was formed as a vehicle to pursue a business combination and has made no efforts to identify a possible business

As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business.

The business purpose of the Company is to seek the acquisition of or merger with, an existing company.

The Company selected December 31 st as

its fiscal year end.

The Company, based on proposed business activities,

is a “blank check” company.

Securities and Exchange Commission (the “SEC”) defines those companies as

“any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act, and that

has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.”

Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal

assets (other than cash) and no or nominal operations.

As of December 31, 2024, the Company had $3,464 cash, and its auditors have issued

an opinion raising substantial doubt about its ability to continue as a going concern.

Many states have enacted statutes, rules and regulations

limiting the sale of securities of “blank check” companies in their respective jurisdictions.

Management does not intend to

undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business

The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to

those requirements.

The Company was organized as a vehicle to investigate

and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.

The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential

through a combination with a business rather than immediate, short-term earnings.

The Company will not restrict its potential candidate

target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates.

The Company’s

plan of operation for the remainder of the fiscal year and beyond such time shall be to continue its efforts to locate suitable acquisition

As of the date of this filing, the Company has not identified any specific milestones to be achieved by any specific date.

During the remainder of the fiscal year and beyond

such time, we anticipate incurring costs related to the filing of Exchange Act reports, and investigating, analyzing and consummating

an acquisition.

We believe we will be able to meet these costs through the use of funds to be loaned by or invested in us by our stockholders,

management or other investors.

Our management and stockholders have indicated their intent to advance funds on behalf of the Company as

needed in order to accomplish its business plan and comply with its Exchange Act reporting requirements;

however, there are no agreements

in effect between the Company and our management and stockholders specifically requiring that they provide any funds to the Company.

a result, there are no assurances that such funds will be advanced or that the Company will be able to secure any additional funding as

The analysis of new business opportunities will

be undertaken by or under the supervision of the Company’s management.

As of the date of this filing, the Company has not entered

into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate

regarding business opportunities for the Company.

While the Company has limited assets and no revenues, the Company has unrestricted flexibility

in seeking, analyzing and participating in potential business opportunities in that it may seek out a target company in any type of business,

industry or geographical location.

In its efforts to analyze potential acquisition targets, the Company will consider the following kinds

potential for growth, indicated by new technology, anticipated market expansion or new products;

competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

strength and diversity of management, either in place or scheduled for recruitment;

capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

the cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;

the extent to which the business opportunity can be advanced;

the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.

In applying the foregoing criteria, no one of

which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable

investigative measures and available data.

Potentially available business opportunities may occur in many different industries, and at

various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities

extremely difficult and complex.

Due to the Registrant’s limited capital available for investigation, the Registrant may not discover

or adequately evaluate adverse facts about the opportunity to be acquired.

In addition, we will be competing against other entities that

possess greater financial, technical and managerial capabilities for identifying and completing business combinations.

In evaluating a prospective business combination,

we will conduct as extensive a due diligence review of potential targets as possible given the lack of information that may be available

regarding private companies and our limited personnel and financial resources.

We expect that our due diligence will encompass, among

other things, meetings with the target business’s incumbent management, an inspection of its facilities, as necessary and a review

of financial and other information which is made available to us.

This due diligence review will be conducted either

by our management or by unaffiliated third parties we may engage, including but not limited to attorneys, accountants, consultants or

other such professionals.

As of the date of this filing, the Company has not specifically identified any third parties that it may engage.

The costs associated with hiring third parties as required to complete a business combination may be significant and are difficult to

determine as such costs may vary depending on a variety of factors, including the amount of time it takes to complete a business combination,

the location of the target company, and the size and complexity of the business of the target company.

While the Company does not intend to retain any

entity to act as a “finder”, the Company’s management, through its various contacts and affiliations with other entities,

including Montrose Capital Partners Limited (“Montrose Capital”), a privately held company that focuses on identifying public

markets venture capital investment opportunities in high growth early stage companies, may assist in making introductions to candidates

for a potential business combination.

Montrose Capital is a sector agnostic privately held firm that has identified and invested, through

its principal owners, in a wide spectrum of global industries, including in biotechnology, specialty pharmaceuticals, medical devices,

robotics, and technology, and may assist the Company with due diligence in the form of identifying a business combination target.

A stockholder

and director and the sole officer of the Company, Ian Jacobs, is an associate of Montrose Capital.

A stockholder and director of the Company,

Mark Tompkins, is an officer and principal owner of Montrose Capital.

Except as described herein, there are currently no other agreements

or preliminary understandings between us and Montrose Capital.

As of the date of this filing, Montrose Capital has not introduced any

specific candidate for a potential business combination to the Company.

Our limited funds and the lack of full-time management

will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate

a business combination.

Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis,

market surveys and the like which, if we had more funds available to us, would be desirable.

We will be particularly dependent in making

decisions upon information provided by the promoters, owners, sponsors or others associated with the target business seeking our participation.

The time and costs required to select and evaluate

a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty.

amount of time it takes to complete a business combination, the location of the target company, and the size and complexity of the business

of the target company, whether current stockholders of the Company will retain equity in the Company, the scope of the due diligence investigation

required, the involvement of the Company’s auditors in the transaction, possible changes in the Company’s capital structure

in connection with the transaction, and whether funds may be raised contemporaneously with the transaction are all factors that determine

the costs associated with completing a business combination transaction.

The time and costs required to complete a business combination

can be estimated once a business combination target has been identified.

Any costs incurred with respect to the evaluation of a prospective

business combination that is not ultimately completed will result in a loss to us.

Through information obtained from industry professionals

including attorneys, investment bankers, and other consultants with experience in the reverse merger industry, the Company is aware that

there are hundreds of shell companies seeking a business combination target.

As a result, the Company believes it is in a highly competitive

market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination.

We are, and will continue to be, an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions

of small private and public entities.

Many established and well-financed entities, including small public companies and venture capital

firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us.

Nearly all these entities have

significantly greater financial resources, technical expertise and managerial capabilities than we do;

consequently, we will be at a competitive

disadvantage in identifying possible business opportunities and successfully completing a business combination.

These competitive factors

may reduce the likelihood of our identifying and consummating a successful business combination.

In addition, management is currently involved

with another blank check company—namely, Aspen-1 Acquisition Inc.

for the year ended December 31, 2024.

The Company may become associated with additional

blank check companies at any time in the future.

As a result, conflicts may arise during the pursuit of business combinations with other

such companies with which our management is involved or may become involved with in the future if we and the other blank check companies

that our officers and directors are affiliated with desire to take advantage of the same business opportunity.

At this time, the Company has not identified any

specific factors or criteria that will be used to determine which entity will proceed with a proposed transaction in the event of a conflict

of interest and management reserves the right to use any such criteria as it determines to be relevant at the time a proposed transaction

is presented.

However, in the event a conflict of interest arises in connection with the identification of a proposed business transaction,

the Company’s management and board of directors will use their reasonable judgment and intend to take all such actions as may be

required in order to satisfy their fiduciary duties.

At this time, our management has not identified any specific conflicts of interests.

We have had and currently have no employees.

officer and directors are engaged in outside business activities and are employed on a full-time basis by other companies.

and directors will be dividing their time amongst these entities and anticipate that they will devote very limited time to our business

until the acquisition of a successful business opportunity has been identified.

The specific amount of time that management will devote

to the Company may vary from week to week or even day to day, and therefore the specific amount of time that management will devote to

the Company on a weekly basis cannot be ascertained with any level of certainty.

In all cases, management intend to spend as much time

as is necessary to exercise their fiduciary duties as an officer and/or director of the Company and believe that they will be able to

devote the time required to consummate a business combination transaction as necessary.

We expect no significant changes in the number

of our employees other than such changes, if any, incident to a business combination.

Because of the nature of our business, management

does not believe it is necessary for us to focus on any human capital measures or objectives in managing our business (such as measures

or objectives that address the development, attraction and retention of personnel).

Form of Acquisition

The manner in which the Registrant participates

in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters

of the opportunity, and the relative negotiating strength of the Registrant and such promoters.

It is likely that the Registrant will acquire

its participation in a business opportunity through the issuance of its Common Stock or other securities of the Registrant, which could

result in substantial dilution to the equity of stockholders of the Registrant immediately prior to the consummation of a transaction.

Although the terms of any such transaction have not been identified and cannot be predicted, it is expected that any business combination

transaction the Company may enter into would be structured as a “tax free” reorganization.

It should be noted that the criteria

for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal

Revenue Code of 1986, as amended (the “Code”) depends upon the transaction meeting certain statutory and non-statutory requirements.

There are different types of statutory requirements for each type of tax-free reorganization and thus each transaction must be reviewed

carefully to determine its eligibility for a tax-free reorganization.

One of the statutory requirements in a tax-free reorganization is

that at least a certain percentage of the total consideration in the transaction must be voting stock of the acquirer corporation.

could result in substantial dilution to the equity of those who were stockholders of the Registrant prior to such reorganization.

post-transaction dispositions of the Registrant’s stock received as consideration could have implications for the tax-free nature

of the transaction in question.

The Company does not intend to supply disclosure to stockholders concerning a target company prior to

the consummation of a business combination transaction, unless required by applicable law or regulation.

In the event a proposed business

combination involves a change in a majority of the directors of the Company, the Company will file and provide to stockholders a Schedule

14F-1, which shall include, information concerning the target company, as required.

The Company will file a current report on Form 8-K,

as required, within four business days of a business combination which results in the Company ceasing to be a shell company.

8-K will include complete disclosure of the target company, including audited financial statements.

The present stockholders of the Registrant will

likely not have control of a majority of the voting securities of the Registrant following a reorganization transaction.

As part of such

a transaction, all or a majority of the Registrant’s directors may resign, and one or more new directors may be appointed without

any vote by stockholders.

In the case of an acquisition, the transaction

may be accomplished upon the sole determination of management without any vote or approval by stockholders.

In the case of a statutory

merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders’ meeting and obtain the

approval of the holders of a majority of the outstanding securities.

The necessity of obtaining such stockholder approval may result in

delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting

stockholders.

Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

The Company intends to search for a target for

a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms,

private equity funds, consultants and attorneys.

The approximate number of persons or entities that will be contacted is unknown and dependent

on whether any opportunities are presented by the sources that we contact.

Due to our management’s affiliation with Montrose Capital,

we expect that Montrose Capital may be able to assist the Company in identifying a business combination target for us.

We currently do

not have any agreements or preliminary agreements between us and any other entities including but not limited to Montrose Capital.

It is anticipated that the investigation of

specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other

instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others.

costs that will be incurred are difficult to determine with any degree of specificity at this time, as such costs are expected to be

dependent on factors such as (1) the amount of time it takes to identify and complete a business combination transaction;

location, size and complexity of the business, of the target company;

(3) whether current stockholders of the Company will retain

equity in the Company;

(4) the scope of the due diligence investigation required;

(5) the involvement of the Company’s

auditors in the transaction;

(6) possible changes in the Company’s capital structure in connection with the transaction;

and whether funds may be raised contemporaneously with the transaction.

If a decision is made not to participate in a specific

business opportunity, the costs theretofore incurred in the related investigation might not be recoverable.

Furthermore, even if an

agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result

in the loss to the Registrant of the related costs incurred.

The Company has not established a timeline with respect to the

identification of a business combination target.

Emerging Growth Company

The Company is an “emerging growth company”

as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and may take advantage of certain exemptions from

various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including,

but not limited to, not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act,

and exemptions from the requirements of Sections 14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote

of stockholders on executive compensation and any golden parachute payments not previously approved.

The Company has elected to use the extended transition

period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

This election allows us to delay

the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards

apply to private companies.

As a result of this election, our financial statements may not be comparable to companies that comply with

public company effective dates.

We will remain an “emerging growth company”

for up to five years, although we will lose that status sooner if our revenues exceed $1.235 billion, if we issue more than $1 billion

in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700

million as of the end of the second quarter of any fiscal year following the anniversary of the initial reporting.

To the extent that we continue to qualify as a

“smaller reporting company”, as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an

emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as

a smaller reporting company, including:

(1) not being required to comply with the auditor attestation requirements of Section 404(b) of

the Sarbanes Oxley Act;

(2) scaled executive compensation disclosures;

and (3) the requirement to provide only two years of audited financial

statements, instead of three years.

Risk Factors.

As a “smaller reporting company” as

defined in Item 10 of Regulation S-K (17 C.F.R.

§229.10(f)(1)), the Company is not required to provide this information.

Company Overview

We are a nuclear energy technology company developing a small modular reactor (“SMR”) based on established pressurized water reactor (“PWR”) technology, with novel emplacement in deep boreholes approximately one mile below the Earth’s surface.

Our reactor, which we refer to as the Gravity Reactor, will leverage subsurface conditions to support key containment and operating functions, including the use of hydrostatic pressure from a water column within the borehole to support reactor operating pressure and cooling, and the surrounding geological formation to provide structural confinement and shielding.

This approach is intended to reduce reliance on large surface containment structures and other safety-related infrastructure associated with conventional nuclear power plants, support faster deployment timelines, improve security, enhance safety, and enable lower capital and operating costs relative to conventional nuclear facilities, while reducing exposure to environmental and other surface-level hazards.

Each Gravity Reactor is targeted to produce up to 15 megawatts of electric power output (“MWe”).

Individual reactors may be deployed as standalone installations or grouped in clusters of boreholes at a single site, which may enable longer refueling cycles through coordinated fuel management, staggered refueling schedules and more efficient utilization of shared infrastructure, and support larger installations capable of supplying hundreds and potentially thousands of MWe of generation capacity.

The Company’s commercialization strategy is based on a phased deployment plan designed to move toward commercialization in the next three years.

Given that reactor criticality using established PWR technology is well understood, the Company is prioritizing validation of the hardest and most differentiated parts of our system, to reduce risk earlier and move more directly toward a commercialization outcome.

Specifically, the tests that we want to focus on are drilling to depth at commercial scale, installing and integrating a nuclear system a mile underground, and operating as part of a complete energy ecosystem.

We also want to prove that we can do this in time to meet the AI-driven surge in demand for energy.

The Company is currently participating in the U.S.

Department of Energy (“DOE”) Reactor Pilot Program, and we expect to demonstrate our system as part of the DOE Reactor Pilot Program.

The first phase of the Company’s phased deployment plan involves engineering validation and proof of concept wells.

The Company has a long-term lease for approximately 100 acres located within the Great Plains Industrial Park in Parsons, Kansas (the “Kansas Site”) and has commenced initial field development activities at the site.

As part of this, the Company already drilled its first data acquisition well to gather real-world data up to 6,000 feet deep.

Next, the Company will demonstrate its ability to drill a commercial-scale borehole and safely deploy a prototype reactor.

The Company continues to advance its reactor design in parallel with these activities, including planning additional drilling activities and conducting related engineering and emplacement work, and is targeting completion of these activities in the coming months.

The balance of this year and into early 2027 will be focused on delivery of key components for full-system installation, including well casing, our reactor canister, and heat exchanger, as well as LEU fabrication and loading.

The second phase of the Company’s phased deployment plan involves DOE authorization and one or more commercial pilot wells.

Specifically, subject to DOE authorization, the Company intends to demonstrate the Gravity Reactor, and to apply for a commercial license with the U.S.

Nuclear Regulatory Commission (“NRC”) in the first half of 2027, converting the same pilot reactor to commercial operation.

We are working closely with both the DOE and the NRC to align demonstration and licensing, as we are aiming to move these efforts forward together rather than advancing them in sequence.

We are targeting as early as 2027 to seek such high-volume commercial licensing with the NRC.

The Company’s approach to subsurface reactor deployment is supported by its intellectual property portfolio, which includes issued patents and pending patent applications relating to reactor configuration, deep subsurface emplacement, drilling and casing techniques, thermal-hydraulic performance, instrumentation and monitoring, and other technologies supporting the deployment of underground nuclear reactors.

The Company believes that its intellectual property, together with its engineering expertise and ongoing development activities, supports its competitive position.

Legacy Deep Fission was incorporated in July 2023 and remains in the development stage.

The Gravity Reactor remains in conceptual and early engineering stages, and the Company has not constructed or operated a commercial reactor or generated revenue.

Current activities include reactor development, geological evaluation, large-diameter borehole drilling research and development, geothermal testing, safety analysis, regulatory engagement, site development, and commercialization planning.

Our Technology

The Gravity Reactor integrates established PWR technology with subsurface emplacement in a borehole environment.

The system is designed to deliver reliable electricity at lower expected costs relative to conventional nuclear facilities by reducing surface infrastructure requirements and enabling faster deployment than conventional nuclear power plants, while also limiting exposure to environmental and other surface-level hazards.

The design of our technology and associated drilling methods described below remains subject to further development and applicable regulatory approvals.

Reactor Architecture

The Gravity Reactor is based on PWR technology, the most widely deployed nuclear reactor technology in the global commercial nuclear fleet.

PWRs use water as both coolant and moderator and have been deployed for decades in commercial power generation.

The Gravity Reactor adapts this established reactor architecture for installation within a deep vertical borehole.

The reactor module is being designed as a compact unit to be positioned within a drilled and cased vertical borehole at depths of approximately one mile below the Earth’s surface.

The Gravity Reactor is expected to contain all nuclear fuel assemblies, coolant circulation systems, and structural components required to safely sustain controlled nuclear fission and transfer thermal energy for conversion into electricity.

Subsurface Deployment

A defining feature of the Gravity Reactor is the emplacement of the reactor module within a deep subsurface vertical borehole rather than within a conventional above-ground containment structure.

The borehole is expected to be lined with steel casing and cement intended to maintain structural integrity and isolate surrounding geological formations.

The reactor module will be installed within the borehole, surrounded by a column of water intended to provide external hydrostatic pressure and support cooling.

Thermal energy produced within the reactor core will be carried by the primary coolant system to a heat exchanger located in the borehole, where it will be transferred to surface power conversion systems for conversion into electricity.

The primary coolant will be a closed system that recirculates through the reactor core and primary heat exchanger.

Subsurface emplacement is intended to provide several safety benefits, including the availability of hydrostatic pressure and water inventory intended to support cooling, geological shielding and separation between the reactor system and the surface environment, reduced exposure to certain external hazards, increased security, and reduced reliance on safety-related surface infrastructure footprint relative to conventional nuclear facilities.

Deep Borehole Drilling

Deployment of the Gravity Reactor is expected to require the construction of 30- to 50-inch-diameter vertical boreholes extending to depths of approximately one mile below the Earth’s surface.

Boreholes are expected to be drilled using technologies, service providers, and operational practices developed in the oil, gas, and geothermal industries.

The Company already drilled its first data acquisition well to gather real-world data up to 6,000 feet deep.

Next, the Company will demonstrate its ability to drill a commercial-scale borehole and safely deploy a prototype reactor.

The Company’s test drilling activities are intended to support evaluation of drilling methods, casing systems, and borehole stability.

In parallel, the Company is conducting engineering studies and modeling activities to refine borehole design parameters, including diameter requirements, drilling techniques, and casing systems.

Reactor Installation and Emplacement

Following completion of borehole drilling and casing, the reactor module is expected to be lowered into the prepared borehole using specialized lifting and handling equipment and secured within the casing structure at the designated depth.

Surface infrastructure, including monitoring systems, electrical equipment, and power conversion systems, is expected to be connected to the subsurface reactor system.

The Company is conducting engineering studies and modeling activities to refine installation procedures and equipment specifications.

Hydrostatic Pressure and Cooling

The Gravity Reactor incorporates a column of water within the borehole above and surrounding the reactor module.

The hydrostatic pressure generated by this water column is intended to support the pressure conditions required for safe reactor operation.

Water within the borehole is also intended to contribute to the reactor’s thermal management system.

Modular Reactor Units

Each Gravity Reactor is targeted to produce up to 15 MWe.

Individual reactors may be deployed as standalone installations or grouped in clusters of boreholes at a single site.

Multiple boreholes deployed at a single location are intended to support larger installations capable of supplying hundreds and potentially thousands of MWe of generation capacity.

This modular architecture is intended to allow reactor capacity to be added incrementally as electricity demand grows.

Fuel and Core Systems

Nuclear fuel for Gravity Reactors will consist of low-enriched uranium (“LEU”).

LEU is produced and fabricated by qualified nuclear fuel suppliers.

The Company expects that commercial reactor deployments will require long-term fuel supply arrangements with qualified enrichment, fabrication, and related fuel-cycle service providers.

The availability or cost of LEU may be influenced by uranium market conditions, enrichment and fabrication capacity, transportation constraints, regulatory requirements, geopolitical factors, or other supply chain disruptions.

Global enrichment capacity is concentrated among a limited number of suppliers, including facilities in jurisdictions that may be subject to geopolitical developments, trade restrictions, or regulatory actions, which could affect the availability or cost of LEU.

Within the reactor module, nuclear fuel assemblies will sustain controlled fission reactions that generate heat.

Reactor control mechanisms will regulate the rate of the fission reaction to maintain stable operating conditions.

Like other nuclear reactors, operation of the Gravity Reactor will generate used nuclear fuel, which must be stored and ultimately disposed of in accordance with applicable regulatory requirements and nuclear waste management frameworks.

Depending on the long-term disposal pathway, this may require interim on-site storage, transportation, and coordination with governmental authorities or third-party service providers.

The management and disposition of used nuclear fuel will be conducted in compliance with applicable laws and regulations.

Safety and Reactor Protection

The Gravity Reactor incorporates multiple layers of safety systems derived from established PWR technology and its safety is enhanced by the characteristics of deep subsurface emplacement.

The reactor module design includes engineered safety systems intended to regulate reactor operation, remove residual heat following shutdown, and maintain safe operating conditions during both normal operating states, where the reactor module is operating under routine operating conditions and planned changes in operating conditions, and off-normal operating states, where the reactor module deviates unexpectedly from expected operating conditions (including equipment malfunctions and system disturbances).

Subsurface emplacement of the reactor within a deep borehole is intended to provide physical separation between the reactor system and the surrounding environment.

Surrounding geological formations will provide structural confinement and natural shielding, and underground placement is intended to reduce exposure to certain external hazards, such as extreme weather events, earthquakes, wildfires, aircraft impact, potential acts of sabotage or terrorism, or other events that may affect surface facilities.

The safety characteristics of the Gravity Reactor remain subject to ongoing engineering analysis, safety evaluations, and regulatory review as part of our reactor development process and our efforts to obtain requisite licenses from relevant authorities.

Surface Supporting Systems

Although the reactor module is located underground, limited supporting systems are expected to remain on the surface.

These systems are expected to include power conversion equipment used to convert thermal energy into electricity, monitoring and control systems for reactor operation, electrical interconnection infrastructure that will connect the facility to the grid or to local power users, and other operational functions associated with the generation and delivery of electricity.

Manufacturing and Supply Chain

The Gravity Reactor is designed to leverage existing industrial supply chains where possible.

Major reactor components are expected to utilize established materials and manufacturing processes drawn from the nuclear and broader industrial sectors, while the reactor’s compact and simplified design is intended to enable greater use of standard industrial fabrication methods in place of conventional large-scale nuclear construction practices.

The reactor module is designed as a compact unit that may be manufactured in qualified facilities and delivered to project sites for emplacement within drilled boreholes.

Fuel installation may occur at a manufacturing facility or at the borehole site, depending on the local environment and regulations around the transportation of a fueled reactor.

This approach is intended to support repeatable and controlled manufacturing and assembly environments.

Deep borehole drilling required for reactor emplacement is expected to use technologies, service providers and operational practices developed in the oil, gas, and geothermal industries.

Surface power conversion and balance-of-plant equipment associated with the Gravity Reactor are expected to utilize commercially available industrial components.

Site Requirements and Geological Considerations

The Gravity Reactor is designed for deployment in geologic settings that support the drilling and long-term structural stability of deep vertical boreholes.

Site selection is expected to focus on optimizing geologic, operational, project development, and regulatory factors.

The Company has secured a long-term lease at the Kansas Site and has commenced initial site development activities, including geological evaluation, borehole planning, and initial drilling activities.

The Company is conducting geological surveys and site characterization studies at the Kansas Site.

These activities are intended to inform borehole design, drilling techniques, and site suitability for future reactor deployment.

In addition to the Kansas Site, the Company has entered into multiple non-binding letters of intent (“LOIs”) with potential development partners for candidate commercial sites in the United States.

These LOIs relate to potential deployment opportunities in Kansas, Texas, and Utah as well as other locations in the United States and internationally.

In addition to geological considerations, deployment sites must be capable of supporting surface infrastructure, as described above in “Surface Supporting Systems.”

Site-specific engineering analyses will be required for each proposed deployment location to confirm drilling feasibility and compliance with applicable regulatory requirements.

Such analyses are ongoing with respect to the Kansas Site and are expected to be required for any future deployment locations, including Texas and Utah, if applicable.

DOE Reactor Pilot Program and Development Activities

Deep Fission is advancing development and demonstration activities to support the future commercial deployment of the Gravity Reactor.

Current demonstration efforts are focused on the Company’s planned pilot reactor under the DOE Reactor Pilot Program, together with related engineering, site development, and construction of initial boreholes and test infrastructure.

The pilot reactor is not expected to reflect the full output, configuration or commercial economics of any future commercial deployments.

The Company has commenced initial field development activities, including test drilling, at the Kansas Site and continues to advance its reactor design.

Department of Energy Reactor Pilot Program

In August 2025, Deep Fission was selected by the DOE as one of 11 projects across ten companies eligible to participate in the DOE Reactor Pilot Program, which is intended to enable advanced reactor developers to construct and test prototype reactors under DOE authorization to demonstrate technical feasibility, operational performance, and safety characteristics.

On November 17, 2025, the Company entered into an Other Transaction Agreement for Reactor Authorization (the “OTA”) with the DOE, effective as of November 14, 2025.

The OTA establishes the framework under which the DOE will review the safety basis for the Company’s planned demonstration reactor, evaluate supporting engineering analyses, and approve certain commissioning and testing milestones prior to operation.

If authorized, the demonstration reactor would be constructed and operated under DOE oversight.

Data generated through this process is expected to inform the Company’s reactor design, safety analysis, and potential future licensing submissions to the NRC.

DOE authorization does not permit commercial operation and does not replace the requirement to obtain NRC licenses.

The DOE Reactor Pilot Program is an authorization and oversight program and does not provide direct funding to the Company under the OTA.

Accordingly, the Company is responsible for funding development, construction, and operation of its pilot reactor and related infrastructure, including its borehole development program.

While initial activities, including the drilling and development of the Company’s first well (as further described below), are currently funded, subsequent stages of development, including additional boreholes and the planned pilot reactor, are not fully funded and will require substantial additional capital.

The Company expects to seek such funding through equity issuances, debt financings, strategic investments, partnerships, or other arrangements, although there can be no assurance that such financing will be available on acceptable terms or at all.

The Company has updated certain previously identified development milestones, including those related to the timing of reactor criticality, to better align with its current development priorities.

The timing of DOE authorization and related testing activities remains subject to completion of engineering development, regulatory review, and the availability of funding.

Pilot Reactor Site Development

In support of its participation in the DOE Reactor Pilot Program, Deep Fission has secured a long-term lease for approximately 100 acres at the Kansas Site.

The Company intends to use this site for development and testing activities associated with its borehole development program and planned pilot reactor, subject to applicable regulatory approvals and the availability of sufficient funding.

Current activities at the Kansas Site include geological analysis, engineering design work, borehole planning, and test drilling (including the drilling of the Company’s first well (described below)), as well as preparation for subsurface infrastructure development.

These activities are intended to support drilling operations, reactor emplacement procedures, and the design and development of associated monitoring and power conversion systems, subject to the availability of capital and continued project development.

Phased Deployment Model

The Company’s commercialization strategy is based on a phased deployment plan designed to move toward commercialization in the next three years.

We also want to prove that we can do this in time to meet the AI-driven surge in demand for energy.

The Company is currently participating in the DOE Reactor Pilot Program, and we expect to demonstrate our system as part of the DOE Reactor Pilot Program.

The first phase of the Company’s phased deployment plan involves engineering validation and proof of concept wells.

The Company has a long-term lease for approximately 100 acres located within the Kansas Site and has commenced initial field development activities at the site.

As part of this, the Company already drilled its first data acquisition well to gather real-world data up to 6,000 feet deep.

Next, the Company will demonstrate its ability to drill a commercial-scale borehole and safely deploy a prototype reactor.

While these wells are not regulated by the DOE as part of the DOE Reactor Pilot Program, engineering data will be used to support our request for the DOE’s authorization of the planned pilot reactor as described below.

The second phase of the Company’s phased deployment plan involves DOE authorization and one or more commercial pilot wells.

Specifically, subject to DOE authorization, the Company intends to demonstrate the Gravity Reactor, and to apply for a commercial license with the NRC in the first half of 2027, converting the same pilot reactor to commercial operation.

We are working closely with both the DOE and the NRC to align demonstration and licensing, as we are aiming to move these efforts forward together rather than advancing them in sequence.

The third and final phase of the Company’s phased deployment plan involves the construction of surface facilities and seeking high-volume commercial licensing for deployment of multiple reactors at a single site through clustered boreholes, which may enable longer refueling cycles through coordinated fuel management, staggered refueling schedules and more efficient utilization of shared infrastructure, and support greater aggregate power generation capacity than the pilot installation, and subsequently, at multiple sites.

We are targeting as early as 2027 to seek such high-volume commercial licensing with the NRC.

Commercial deployment of Gravity Reactors will require additional regulatory approvals, including licensing by the NRC, which the Company is pursuing in parallel with DOE-related activities.

The Company expects that a DOE-authorized pilot reactor will inform key design, operational and licensing considerations for commercial deployment, although subsequent deployments are expected to involve different configurations, site-specific integration activities and additional engineering development.

Additional project financing will also be required.

Ongoing Development Activities

In addition to borehole construction, Deep Fission’s current activities include reactor design, safety analysis, thermal-hydraulic modeling, regulatory engagement with the DOE and the NRC, and supply chain development for reactor components and drilling operations.

The Gravity Reactor remains in conceptual and early engineering stages, and key aspects of the design continue to be refined through ongoing engineering and analysis.

The Company expects that data generated through these activities will inform continued development of the Gravity Reactor and future regulatory licensing efforts.

Commercial Strategy

Deep Fission’s commercial strategy is focused on deploying Gravity Reactors in markets with rapidly growing electricity demand and increasing need for reliable, affordable baseload power.

The Company’s initial commercial focus is on hyperscale data centers and other large power users, and over time may expand to include utilities, industrial operators, and government or defense installations, as described further below in “Target Markets.”

Commercial Gravity Reactor installations are expected to be deployed at sites capable of supporting multiple reactor units installed through clusters of deep boreholes.

This modular architecture is intended to allow reactor capacity to be added incrementally as electricity demand grows.

The Company’s business model is designed to generate revenue from (i) project-level equity participation, including indirect participation in project-level cash flows from electricity sales, (ii) one-time upfront revenue, generally expected to be associated with Gravity Reactor deployment and related upfront project development services and (iii) recurring revenue, generally expected to be associated with technology licensing and operations and maintenance services of Gravity Reactor installations, as described in more detail below in “Business Model and Revenue Streams.”

Project Development Model

Deep Fission expects that many commercial deployments of the Gravity Reactor may be structured as project-level developments in which the Company participates in the development, ownership, and operation of reactor installations.

Under this model, electricity generated by Gravity Reactor facilities may be sold to customers under long-term power purchase agreements (“PPAs”) or similar contractual arrangements;

these potential PPAs are more particularly described below in “Project-Level Equity Participation;

Electricity Sales.”

The Company believes that individual projects may be financed using a combination of corporate capital, strategic capital, and project-level financing structures.

This project-level development model is intended to allow the Company to pursue and retain equity ownership in large-scale infrastructure projects while using external financing sources where appropriate to support construction and long-term operation.

In addition to participating in project-level equity and electricity sales, the Company may provide project development, reactor delivery, integration, and related deployment support in connection with Gravity Reactor installations, as described below in “Upfront Revenue Streams.” The Company expects that the specific commercial structure of any project will vary, including based on customer requirements, site characteristics, local power delivery infrastructure, financing arrangements, regulatory requirements, and project counterparties.

Great Plains Industrial Park and Early Deployment Sites

A key element of Deep Fission’s commercialization strategy is the development of suitable sites capable of supporting early deployments of the Gravity Reactor.

One such location is the Kansas Site, where the Company has secured a long-term lease for approximately 100 acres for site development and related activities.

The Company views this site as an important early location for development of the Gravity Reactor, including pilot reactor activities and evaluation of potential future commercial deployment opportunities.

The Company has also entered into a non-binding letter of intent with the Great Plains Industrial Park in connection with potential future development activities at the site.

The Kansas Site offers an established industrial setting and other site characteristics that the Company believes may support future reactor development activities, subject to applicable regulatory approvals, state and local support, site studies, and project-specific engineering and infrastructure considerations.

In addition to the Kansas Site, the Company has entered into multiple non-binding LOIs with potential development partners for candidate commercial sites in the United States.

These LOIs relate to potential deployment opportunities in Kansas, Texas, and Utah as well as other locations in the United States and internationally.

These LOIs contemplate evaluation of multi-reactor installations.

The LOIs generally describe preliminary concepts for site access, project development coordination, power delivery, and development sequencing.

Collectively, the discussions reflected in these agreements relate to potential reactor deployments that could support up to 12.5 gigawatts of generation capacity if fully developed over time.

These LOIs are non-binding and do not contain commitments to purchase electricity, finance projects, construct facilities, grant exclusivity, or deploy a specified number of reactors.

Either party may terminate these arrangements without penalty.

Strategic Relationships

Deep Fission has entered into strategic relationships intended to support commercialization of the Gravity Reactor, including relationships focused on digital infrastructure demand, project development, power offtake opportunities, and project-level financing.

In February 2026, the Company entered into a non-binding memorandum of understanding (“MOU”) with Blue Owl Digital Infrastructure Advisors LLC (“Blue Owl”) to establish a framework for potential collaboration in support of the development and deployment of nuclear energy projects utilizing Deep Fission’s technology.

The MOU contemplates potential collaboration relating to customer and utility outreach, project development activities, and evaluation of potential power offtake and project-level financing opportunities associated with Blue Owl’s digital infrastructure portfolio and developments.

In connection with execution of the MOU, investment funds affiliated with Blue Owl made an equity investment in the Company in the amount of $20 million.

The Company also granted Blue Owl non-exclusive rights of first offer with respect to certain potential future power offtake opportunities and project-level financing opportunities, in each case subject to the terms of the MOU and related transaction documentation.

The power offtake right of first offer applies to potential future opportunities where a potential data center or similar large-load end user offtake need is identified in the Company’s project developments, and the project financing right of first offer applies to potential future project-level financing opportunities originated by the Company.

The MOU does not require either party to enter into any specific project, power offtake arrangement, financing transaction, or other commercial arrangement unless agreed in separate definitive written documentation executed by the parties.

The MOU also does not grant Blue Owl exclusivity with respect to any future projects or require the Company to consummate any specific offtake or financing transaction.

In November 2024, the Company entered into a non-binding strategic relationship term sheet with Endeavour Energy, LLC (“Endeavour”) designed to support commercialization of the Gravity Reactor.

The contemplated collaboration is intended to facilitate coordinated site development, access to potential data center customers, and joint evaluation of multi-reactor deployments.

The relationship framework contemplates potential deployment configurations of up to 1.5 gigawatts of generation capacity at a single location, within a broader potential co-development framework of up to 2 gigawatts across multiple projects.

The Endeavour relationship is governed by a non-binding term sheet and does not create commitments to purchase electricity, finance projects, construct facilities, grant exclusivity, or deploy a specified number of reactors.

Commercial Deployment Strategy

The Company’s initial commercial development plan contemplates a first commercial facility involving multiple Gravity Reactors deployed at a single site.

This initial commercial deployment is intended to serve as a bridge between pilot-scale demonstration and subsequent scaled commercial deployments by supporting validation of construction methods, operational procedures, project development processes and commercial structures.

While this initial facility is expected to generate power, it is not necessarily intended to reflect optimized economics, refueling strategies or generation capacity expected for future commercial deployments.

Subject to successful completion of pilot reactor activities, future regulatory approvals, site development progress, project financing, and customer arrangements, the Company may, following initial commercial deployment, pursue larger deployments at suitable locations where reliable baseload electricity is needed and where conditions support borehole construction and reactor emplacement.

The Company’s target for some of these later installations is to involve clusters of reactors capable of producing hundreds of MWe to more than one gigawatt of generation capacity at a single site that could support large-scale electricity generation installations capable of supplying power to data centers, utilities, industrial facilities, and other high-demand energy users.

The Company intends to pursue commercial deployments initially within the United States, with potential future opportunities in international markets.

The timing, scale, and structure of commercial deployments remain subject to a number of factors, including engineering progress, regulatory approvals, export control requirements, applicable international nuclear cooperation agreements, successful completion of pilot reactor activities, financing availability, supply chain and fuel availability, interconnection and infrastructure considerations, site conditions, and customer demand.

Business Model and Revenue Streams

Deep Fission’s business model is designed to generate revenue from (i) project-level equity participation, including indirect participation in project-level cash flows from electricity sales, (ii) one-time upfront revenue, generally expected to be associated with Gravity Reactor deployment and related upfront project development services and (iii) recurring revenue, generally expected to be associated with technology licensing and operations and maintenance services of Gravity Reactor installations.

The Company expects that the specific commercial structure of any project will vary, including based on customer requirements, site characteristics, local power delivery infrastructure, financing arrangements, regulatory requirements, and project counterparties.

Gravity Reactor installations are expected to be developed as long-lived energy infrastructure assets.

The Company may participate in multiple stages of the project lifecycle, including project development, reactor deployment, commissioning, and ongoing operations and maintenance.

(i) Project-Level Equity Participation;

Electricity Sales

For certain projects, Deep Fission intends to participate in the ownership, development, and operation of Gravity Reactor facilities.

In these projects, electricity generated by the reactors may be sold to customers at the project-level under PPAs or similar offtake arrangements, and the Company may benefit from the cash flows of such sales, in many cases through its retained equity in the project.

These agreements may include fixed-price or market-linked electricity pricing structures and may be structured as direct power supply agreements at the project-level with end users or through arrangements involving local utilities or grid operators.

Such agreements are commonly used in energy infrastructure projects to support long-term revenue stability and project financing.

Under this model, the Company intends to benefit from project-level cash flows associated with electricity generation and sale over the operating life of the facility, in many cases through its retained equity in the project.

The Company expects that many such projects may be structured using project-level financing and infrastructure partnerships, which may allow individual reactor projects to be financed and operated through project-specific capital structures.

In many jurisdictions, the delivery of electricity generated by Gravity Reactor facilities will require coordination with local electric utilities, transmission operators, or regional grid operators.

Depending on the location of a project and applicable market structures, electricity may be delivered directly to an end user through dedicated infrastructure, through utility-sleeved arrangements, or through interconnection to regional transmission systems.

As a result, the development of reactor projects may involve engagement with utilities, transmission providers, and grid operators to obtain necessary interconnection approvals and coordinate power delivery arrangements.

The structure of these arrangements may vary depending on local regulatory frameworks, transmission availability, and project-specific commercial agreements.

(ii) Upfront Revenue Streams

In connection with the deployment of Gravity Reactor facilities, the Company intends to generate revenue from activities associated with reactor delivery, integration, and project development.

Reactor Delivery and Integration

We intend to generate revenue through services including engineering support, reactor module delivery, integration of reactor systems with subsurface and surface infrastructure, and related services necessary to support installation and commissioning of Gravity Reactor units.

Project Development and Engineering, Procurement and Construction (“EPC”) Support

The Company may also generate revenue from project development and EPC-related support activities, which may include engineering support, project planning, site evaluation, permitting coordination, borehole development planning, construction coordination, installation, commissioning support, and other services required to advance a reactor installation from development through construction.

The Company may provide these services directly or in coordination with engineering, drilling, construction, and infrastructure partners involved in the development and installation of reactor facilities.

(iii) Recurring Revenue Streams

Technology Licensing

Deep Fission intends to generate revenue from licensing its proprietary technology in connection with the development and operation of Gravity Reactor facilities.

These revenues may include recurring intellectual property fees associated with the use of the Company’s reactor platform, subsurface deployment methods, and related systems and know-how.

Technology licensing arrangements may apply to projects developed by the Company (but owned in whole or in part by third parties) or to projects developed or owned by third parties utilizing the Company’s technology platform.

Licensing structures may include recurring fees, milestone payments, and/or other arrangements depending on the structure of the underlying project.

Operations and Maintenance Services

Deep Fission also intends to provide ongoing operational and technical support for deployed reactor facilities.

These services may include reactor operations support, maintenance planning, monitoring, refueling coordination, regulatory support, and other services associated with the operation of Gravity Reactors over time.

These services may generate recurring revenue streams throughout the operating life of reactor installations and may be provided either directly by the Company or indirectly through arrangements the Company may establish with qualified nuclear operations partners.

Flexibility of Project and Commercial Structures

The Company expects that project structures and commercial arrangements may vary across projects.

In some cases, Deep Fission may participate directly in project ownership and project-level electricity sales.

In some cases (which may include cases where the Company participates directly in project ownership), the Company may provide technology, development, deployment, licensing, or operational services in support of projects owned or financed by third parties.

As a result, the mix of revenue that may be derived directly or indirectly by the Company from electricity sales, project development activities, technology licensing, and operations support may differ depending on the structure of a particular project.

Target Markets

Deep Fission’s target markets consist of electricity customers and energy markets that require reliable, affordable baseload power and that may benefit from modular nuclear generation located near the point of demand.

The Company believes that the Gravity Reactor may be well suited for applications where electricity demand is large, continuous, and difficult to satisfy using other generation sources alone.

While the Company has not yet deployed commercial reactors, it is evaluating potential opportunities across several end-use markets where long-term electricity demand growth and reliability requirements may support the deployment of Gravity Reactor facilities.

Data Centers and Digital Infrastructure

Deep Fission’s initial commercial focus is on hyperscale data centers and other digital infrastructure facilities that require large quantities of reliable electricity.

Data centers supporting cloud computing, artificial intelligence workloads, and large-scale data processing often operate continuously and require stable baseload power supply.

Demand for electricity associated with digital infrastructure has increased significantly in recent years as the scale of computing infrastructure has expanded.

Many data center operators seek long-term energy supply arrangements to support the continuous operation of these facilities, particularly in regions where grid capacity is constrained or where new generation resources are required to meet projected electricity demand.

The Company believes that modular nuclear generation may provide an attractive solution for data center operators seeking reliable, cost-efficient power over long time horizons, with the ability to scale capacity as demand increases.

Industrial and Energy-Intensive Facilities

Industrial facilities represent another potential market for Gravity Reactor deployments.

Certain industries—including advanced manufacturing, mining, chemical production, and large-scale processing facilities—require significant quantities of reliable electricity to support continuous operations.

These facilities may benefit from dependable baseload power generation capable of supporting uninterrupted operations and reducing reliance on weather-dependent energy sources.

In some cases, industrial operators may also seek to reduce emissions associated with electricity consumption, which may increase demand for low-carbon power generation technologies.

Utilities and Grid-Scale Generation

Electric utilities and other power generation developers may represent another potential customer group for Gravity Reactor installations.

Utilities are responsible for maintaining reliable electricity supply within their service territories and may seek additional sources of firm generation capacity to support growing electricity demand, replacement of retiring generation assets, or integration of intermittent renewable generation resources.

Modular nuclear generation may provide utilities with an additional option for reliable, affordable electricity generation that can operate continuously and provide stable grid support.

Government and Defense Installations

Government and defense facilities represent potential deployment opportunities for Gravity Reactor technology.

Certain installations require reliable electricity supply to support mission-critical operations and may seek energy solutions capable of operating independently of external grid disruptions.

In some cases, distributed nuclear generation may offer advantages for installations requiring high levels of energy security, resilience, and long-term operational reliability.

A deep underground environment also has the potential to provide security benefits.

Geographic Focus

Deep Fission’s initial market focus is within the United States, where electricity demand growth, expanding digital infrastructure, and evolving energy policy are creating increasing demand for reliable, affordable electricity generation.

The Company is evaluating international opportunities, particularly in jurisdictions that maintain civil nuclear cooperation agreements with the United States and that support the deployment of advanced nuclear technologies.

Any international deployment would be subject to applicable export control regulations, international agreements, and local regulatory approvals.

The market for SMR and other advanced nuclear energy technologies is evolving and includes a range of companies developing new reactor designs, as well as established nuclear vendors and energy infrastructure providers.

Deep Fission competes broadly with other developers of advanced nuclear technologies as well as with other sources of energy generation that may serve similar end-use markets.

The Company may also compete with utilities that own or operate existing nuclear generation assets or other dispatchable generation resources, such as natural gas-fired power plants or other generation sources capable of producing electricity on demand.

Competition in the energy sector is influenced by a number of factors, including technology maturity, regulatory approval pathways, capital requirements, deployment timelines, safety characteristics, operating and capital costs, access to fuel supply chains, manufacturing capabilities, and the ability to secure project financing and customer commitments.

Advanced Reactor and SMR Developers

A number of companies are developing advanced nuclear reactor technologies intended to provide smaller-scale or modular nuclear power generation.

These developers are pursuing a range of reactor designs, including sodium-cooled reactors, molten salt reactors, high-temperature gas reactors, and other advanced nuclear technologies.

Companies active in this sector include TerraPower, X-energy, Kairos Power, Oklo, and others developing advanced reactor concepts that differ significantly from conventional light-water reactor designs.

Other companies are pursuing smaller-scale nuclear reactors, including SMR designs based on more conventional light-water reactor technology (including PWR technology).

These include both established nuclear industry participants, such as GE-Hitachi, Westinghouse and Holtec, as well as newer entrants such as NuScale Power and Last Energy.

These companies are generally pursuing above-ground reactor installations using modular construction techniques and are seeking to reduce construction timelines and capital requirements relative to large nuclear power plants.

Illustrative Advanced Reactor Technologies

Cooling Technology

Deployment Approach

Sodium fast reactor

Liquid sodium

Above-ground plant

High-temperature gas reactor

Above-ground plant

Molten salt reactor

Above-ground plant

Modular above-ground reactor

NuScale Power

Light-water SMR

Modular above-ground reactor

Light-water SMR

Factory-built above-ground reactors

PWR-based SMR

Deep borehole underground deployment

Conventional Nuclear Vendors

Deep Fission may also compete with established nuclear technology vendors and reactor developers that supply large-scale nuclear reactors.

Companies such as Westinghouse Electric Company, EDF, and GE-Hitachi Nuclear Energy have decades of experience designing and deploying nuclear power plants and continue to develop new reactor technologies, including large advanced reactors and small modular reactor designs.

These companies benefit from established engineering capabilities, deployment experience, manufacturing infrastructure, and long-standing relationships with utilities and governments.

Other Energy Technologies

Deep Fission also competes indirectly with other sources of energy generation that may serve similar markets, including renewable energy technologies such as wind and solar power, natural gas-fired generation, and energy storage systems.

Renewable generation technologies have experienced significant cost reductions in recent years and represent a substantial portion of new electricity generation capacity in many markets.

However, renewable energy sources may be intermittent and may require complementary firm generation or storage resources to provide continuous power supply.

Natural gas generation remains a major source of electricity in many markets due to its operational flexibility and relatively low capital cost, although it produces greenhouse gas emissions and may be subject to evolving regulatory and policy considerations related to such emissions.

The Company’s ability to compete successfully will depend on a number of factors, including technological development, regulatory approvals, capital and operating costs, project financing, manufacturing capabilities, supply chain development, and the ability to secure suitable deployment sites and commercial customers.

Regulatory Matters

We are subject to extensive U.S.

federal, state, and local laws and regulations, as well as international obligations, governing the design, construction, operation, export, and decommissioning of nuclear reactors and the use of nuclear materials.

Our ability to develop and deploy our reactors depends on compliance with these regulatory frameworks, which may evolve over time.

United States Regulations

Atomic Energy Act of 1954 and Energy Reorganization Act of 1974

The Atomic Energy Act (“AEA”) is the foundation of nuclear regulation in the United States.

It establishes the framework for civilian nuclear energy, including the development, licensing, and regulation of nuclear facilities and materials.

Pursuant to the AEA, the DOE and NRC exercise regulatory authority over nuclear reactors.

Department of Energy

Under the AEA, the DOE retains authority over research, development, and demonstration of reactors where DOE maintains ownership or sufficient control.

Pursuant to Executive Order 14301 (May 23, 2025), the DOE established the DOE Reactor Pilot Program to authorize “qualified test reactors” (defined in Section 2 of Executive Order 14301) outside of national laboratories.

Deep Fission was selected by the DOE on August 12, 2025, as one of 11 projects eligible for authorization under the DOE Reactor Pilot Program.

The DOE’s authorization pathway is intended to accelerate reactor testing and demonstration.

Importantly, the DOE’s authority does not extend to licensing reactors for commercial operation.

Nuclear Regulatory Commission

The NRC has exclusive authority over commercial “utilization facilities” in the United States.

Current NRC regulations govern reactor design certification, combined construction and operating licenses, operating requirements, quality assurance, emergency planning, security, decommissioning, and financial assurance.

The NRC also regulates the possession, packaging and transportation of nuclear material as well as storage of used nuclear fuel.

Any transition from DOE-authorized test reactors to commercial deployment requires licensing by the NRC as a “utilization facility” under 10 C.F.R.

Parts 50 and 52, or potentially under additional advanced-reactor frameworks pursuant to recent congressional and executive direction.

NRC licensing under 10 C.F.R.

Part 50 involves a two-step process to obtain a construction permit followed by an operating license.

Licensing under 10 C.F.R.

Part 52 provides a one-step combined operating license approval (“COLA”) authorizing both construction and operation.

NRC regulations also provide for standard design approvals (“SDAs”), which allow applicants to obtain NRC approval of a reactor design that can be referenced later in a COLA.

These frameworks remain the NRC’s primary licensing mechanisms pending completion of the modernization initiatives described under “Regulatory Modernization” and “Completed and Active Rulemakings and Guidance.”

NRC Engagement and Feedback

In March 2024, we submitted a regulatory engagement plan to the NRC.

Since then, we have participated in multiple pre-application meetings and received written and verbal feedback from NRC staff on elements of our conceptual design and safety approach.

These interactions have included questions and observations regarding heat-transport systems, subsurface configuration, materials performance, probabilistic risk assessment methodology, and approaches to source-term evaluation.

We also submitted a technical white paper to the NRC in June 2024 to support these discussions.

We are continuing pre-application engagement with the NRC to refine the content and timing of potential SDA or COLA submissions and to assess whether a new licensing framework, such as those under development in the Part 53 rulemaking or pursuant to Executive Order 14300, may offer a more appropriate pathway for our technology.

Based on current planning assumptions, and subject to further NRC feedback, resource availability, and the results of our DOE-authorized pilot-reactor program, we do not expect to submit a comprehensive commercial licensing application before late 2026.

Our ultimate licensing pathway and schedule will depend on the evolution of NRC regulatory modernization initiatives, the data generated under DOE oversight, and the resolution of technical questions identified during NRC pre-application engagement.

DOE Reactor Pilot Program and Impact on NRC Licensing

Our participation in the DOE Reactor Pilot Program is governed by the OTA, entered into with DOE on November 17, 2025.

Under the OTA, the DOE will authorize, oversee, and evaluate our deep-borehole test reactor.

DOE’s review includes oversight of safety-basis development;

approval of commissioning and testing milestones;

and evaluation of reactor performance.

The OTA does not authorize commercial operation and does not replace the need for NRC licensing.

Data and experience generated under DOE oversight, including materials data, thermal-hydraulic validation, and commissioning performance, are expected to inform the content, sequencing, and scope of any subsequent license application submitted to the NRC.

DOE authorization does not diminish the NRC’s statutory requirements for commercial licensing, and the DOE program is expected to inform how the NRC evaluates future commercial applications through the provision of technical information earlier in the licensing cycle.

Completion of DOE-authorized commissioning, including demonstration of safety-related systems, is therefore expected to provide foundational data for subsequent NRC licensing submissions.

Regulatory Modernization

Existing NRC licensing frameworks were developed primarily for large light-water reactors.

Several recent legislative and executive actions have directed the NRC to modernize its regulatory processes to better accommodate advanced reactors:

Nuclear Energy Innovation and Modernization Act (the “NEIMA”) (2019) – mandates a technology-inclusive, risk-informed, performance-based licensing framework and requires the NRC to establish and publish milestones for advanced reactor licensing activities.

In response, the NRC initiated the 10 C.F.R.

Part 53 rulemaking.

ADVANCE Act of 2024 – directs the NRC to develop microreactor-specific and performance-based regulatory strategies addressing eight topical areas, including staffing, inspections, security, emergency preparedness, transportation, and risk-informed methods.

It also updates the NRC’s mission statement to explicitly recognize the national interest in enabling the deployment of nuclear energy.

Executive Order 14300 (May 2025) – requires the NRC to improve efficiency, transparency, and the scientific basis of its regulatory framework to establish more predictable licensing timelines.

These initiatives are expected to influence the structure, schedule, and technical requirements applicable to advanced reactors, including technologies such as the Gravity Reactor.

Completed and Active Rulemakings and Guidance

Regulatory Guide 1.242 promulgated by the NRC (the “Regulatory Guide”) supports a final rule that establishes performance-based requirements for emergency preparedness (“EP”) and applies to SMRs and non-light water reactors.

The Regulatory Guide provides an alternative, performance-based EP framework with scalable emergency planning zones, available for applicants using 10 C.F.R.

Parts 50 and 52.

Parts 50 and 52 are the two existing licensing frameworks for nuclear power reactors under NRC regulations.

In the current NRC regulatory framework, 10 C.F.R.

Parts 50 and 52 were developed primarily for licensing large light-water reactors.

Pending the 10 C.F.R.

Part 53 rulemaking (required under NEIMA) and additional rulemakings responsive to Executive Order 14300, Parts 50 and 52 continue to represent the principal pathways by which the NRC authorizes the siting, construction, and operation of nuclear plants.

The NRC is also pursuing performance-based revisions to 10 C.F.R.

Part 73 security requirements tailored to the consequence profiles of advanced reactors and intended to reduce reliance on individual exemptions.

Impact of These Regulations on Deep Fission

We believe the regulatory reforms now under consideration have the potential to reduce historic barriers to the deployment of advanced reactors such as the Gravity Reactor.

For commercial deployment, we currently anticipate seeking licensing under an existing pathway in 10 C.F.R.

Part 50 or Part 52, or a new advanced-reactor regulation that is in development through ongoing NRC rulemakings, and we expect to rely on the emergency preparedness final rule and, as finalized, risk-informed security alternatives appropriate to our LEU-fueled, underground PWR design.

We are monitoring the development of the Part 53 framework and related regulatory initiatives, including a new non-numbered framework under discussion, for potential benefits associated with licensing scope, review efficiency, and alignment with microreactor characteristics.

We also participate in public meetings conducted pursuant to Executive Order 14300 to inform NRC implementation and to ensure that any adjustments to underlying policy assumptions are appropriately reflected in our safety basis and licensing materials.

Environmental Laws

Our projects are subject to various federal, state, local and foreign environmental laws, including the National Environmental Policy Act of 1969 (“NEPA”).

DOE authorization decisions under the DOE Reactor Pilot Program constitute “major federal actions” pursuant to NEPA and therefore may require preparation of an Environmental Assessment (“EA”) or Environmental Impact Statement (“EIS”).

In June 2025, DOE published new procedures for its implementation of NEPA, which it published to its website outside of the Code of Federal Regulations.

Changes to the procedures were made, in part, in response to Executive Order 14301 (2025), which directed DOE to streamline NEPA reviews consistent with law.

In certain cases, DOE has historically applied a Categorical Exclusion (“CX”) under NEPA to demonstration activities.

One potentially applicable CX is B3.6 – Small-scale research and development, laboratory operations, and pilot projects, which covers siting, construction, modification, operation, and decommissioning of pilot projects that are consistent with existing industrial, experimental, or commercial practices and do not involve significant hazards.

There is uncertainty as to how DOE will implement its new NEPA procedures in practice, although it has largely retained its CX categories.

Additionally, in February 2026, DOE added a new CX for advanced nuclear reactors (B5.26) to its NEPA procedures.

If DOE determines that our demonstration project qualifies for CX B3.6 or CX B5.26, our obligations to comply with NEPA may be less burdensome, thereby shortening the schedule for authorization.

However, DOE retains discretion in applying CXs, and legal challenges to such determinations, or any EAs or EISs, are possible.

To mitigate NEPA-related risk, we are pursuing the following measures:

Site Selection :

We intend to locate our initial demonstration on sites with existing industrial use and limited environmental sensitivity, which may support eligibility for CX treatment or a streamlined EA.

Early Engagement :

We are coordinating with DOE NEPA staff and developing environmental baseline information to shorten review times and reduce uncertainty.

Adaptive Planning :

Our project schedules and financing models incorporate contingency buffers to accommodate different levels of NEPA review, including the possibility of a full EIS if required.

Legal challenges under NEPA may be unavoidable, but we believe careful site selection, proactive environmental analysis, and early engagement with stakeholders may help reduce this risk.

If we transition to NRC licensing for commercial deployment, the NRC would serve as the lead agency for NEPA review under 10 C.F.R.

The NRC typically prepares an EIS for new reactor licensing actions.

While NEPA reviews consider environmental impacts and may involve consultation under related statutes, including the Endangered Species Act, Clean Water Act, and National Historic Preservation Act, compliance with such laws is addressed through separate regulatory processes.

The Company evaluates applicable environmental requirements as part of project planning and expects to comply with federal, state, and local environmental laws and regulations, including those relating to air emissions, wastewater discharges, land and water use (including drilling and groundwater protection-related regulations), management, transportation, use, handling, and disposal of hazardous and radioactive materials and waste, and remediation of releases of hazardous materials, to the extent applicable.

In particular, the Company must comply with certain state-level regulations relating to well drilling and groundwater and aquifer protection, and may be required to perform unanticipated mitigation actions relating to such matters.

The Company must also navigate environmental regulatory frameworks and processes that are more challenging for SMRs than conventional nuclear or other electricity generation facilities, as well as foreign regulatory frameworks in the international markets that the Company may explore, which may be unfamiliar to Company personnel.

Compliance with such requirements may have a material impact on our capital expenditures, earnings, or our competitive position by requiring us to incur significant capital expenditures, obtain and maintain permits or other regulatory approvals, conduct or fund environmental remediation, install pollution control equipment, or implement other operational controls or resulting in delays or other restrictions relating to the deployment or operation of our reactors.

Failure to comply with such requirements could result in substantial fines, enforcement actions, litigation or orders affecting our operations.

Occupational Radiation Protection

Worker safety under DOE-authorized operations is governed by 10 C.F.R.

Part 835 (Occupational Radiation Protection), among other regulations.

If licensed by the NRC, we would be subject to the NRC’s occupational dose limits in 10 C.F.R.

Both frameworks limit annual radiation doses to workers and require comprehensive radiation protection programs.

Placing the Gravity Reactor approximately one mile underground is designed to help provide long-term passive safety for workers by using the Earth’s deep subsurface as a natural containment and shielding system.

Export Controls

The export of nuclear technology, assistance, or materials is subject to DOE regulation 10 C.F.R.

Part 810 and NRC regulation 10 C.F.R.

Part 110, as well as international non-proliferation agreements.

Our technology may be subject to export restrictions requiring DOE or NRC authorization, and unfavorable changes in U.S.

export control laws or licensing policies could limit our ability to build reactors abroad.

To mitigate this risk, we are prioritizing engagement with U.S.

agencies at an early stage, focusing initial export opportunities on allied nations with existing civil nuclear cooperation agreements, and designing our reactors to use standard LEU fuel, which presents lower nonproliferation concerns than alternative fuels.

We also intend to establish a comprehensive export compliance program to manage authorizations efficiently.

Moreover, our domestic deployment opportunities following the DOE Reactor Pilot Program may provide an independent pathway to near-term revenue, reducing our reliance on international markets.

International Regulations

On an international level, the IAEA publishes safety standards and guidance for nuclear facilities, which influence national regulatory regimes.

In the European Union, directives such as the 2013/59/Euratom Basic Safety Standards Directive and the 2011/70/Euratom Radioactive Waste and Spent Fuel Directive establish common requirements for nuclear safety and waste management.

Export of U.S.

nuclear technology also must comply with bilateral nuclear cooperation agreements between the United States and partner countries.

Intellectual Property

Our intellectual property portfolio is designed to protect key elements of the Gravity Reactor, including reactor configuration, deep subsurface emplacement, drilling and casing techniques, thermal-hydraulic performance, instrumentation and monitoring, and other technologies supporting the deployment of underground nuclear reactors.

We rely on a combination of patents, patent applications, trademarks, trade secrets and proprietary know-how, and contractual protections to safeguard our technology and maintain our competitive position.

As of the date of this Annual Report, our intellectual property portfolio consists of one issued U.S.

patent and 26 patent applications (including one U.S.

patent application that has been allowed for issuance), including:

non-provisional applications (one of which has been allowed for issuance)

provisional applications

4 Patent Cooperation Treaty (“PCT”) applications

15 foreign applications filed in multiple jurisdictions, including Europe and Asia

Our issued U.S.

12,469,612) is expected to provide protection until approximately November 2043, subject to potential adjustments and the payment of maintenance fees.

In addition, our U.S.

patent application relating to a nuclear reactor system architecture within a borehole (U.S.

Application No.

18/703,455) has been allowed for issuance and is expected to issue as a patent following payment of applicable fees.

There can be no assurance that pending applications will result in issued patents.

We believe that our intellectual property portfolio contributes to our competitive position, particularly with respect to reactor deployment and subsurface emplacement.

We seek to protect our intellectual property through patent, trademark, and trade secret laws in the United States and foreign jurisdictions, as well as through confidentiality and contractual protections.

Unpatented research, development, know-how, and engineering expertise also contribute meaningfully to our business.

We pursue patent protection when it aligns with our broader strategy for safeguarding intellectual property.

Patent Portfolio Overview

The table below summarizes our primary patent families relating to the design, safety systems, subsurface emplacement, thermal-hydraulic performance, drilling methods, and other core components of the Gravity Reactor.

Patent families include U.S.

and foreign applications derived from a common priority filing.

All patents and patent applications in our portfolio are owned directly by the Company, and we do not license any material intellectual property from third parties.

Technology Area

Protection Type

Estimated Expiration

Deep subsurface reactor emplacement and borehole design

utility patent and foreign patent applications

Issued as U.S.

U.S., Europe, Asia

Nuclear reactor within a borehole, including coolant systems and heat exchange configuration

non-provisional application and foreign patent applications

Allowed for issuance (U.S.

Application No.

U.S., PCT, select foreign

2044–2045 (estimated)

Reactor module configuration, thermal-hydraulic systems, and passive safety features

Non-provisional and foreign applications

U.S., Europe, Asia

2044–2046 (estimated)

Drilling, casing, and emplacement techniques for nuclear applications

provisional, PCT, and foreign applications

U.S., PCT, select foreign

2045–2046 (estimated)

Instrumentation, control, and monitoring systems for deep-borehole reactors

and foreign applications

2044–2046 (estimated)

Heat extraction and surface power-conversion interface systems

and foreign applications

2046 (estimated)

We believe that these patent families, together with our trade secrets and engineering know-how, help create barriers to entry for competitors seeking to replicate aspects of our reactor design, deep subsurface architecture, or deployment model.

In particular, portions of our intellectual property portfolio relate to methods and systems for deploying nuclear reactor modules in deep boreholes, including techniques for reactor emplacement, drilling and casing configuration, and thermal management within subsurface environments.

We believe these technologies are important to enabling the Gravity Reactor and differentiating it from conventional above-ground reactor deployments.

Strategy for Protecting Intellectual Property

Our intellectual property strategy focuses on:

protecting innovations related to safety, deployment speed, cost efficiency, and manufacturability

maintaining trade secrets related to design methods, modeling tools, safety analyses, and engineering processes

filing patent applications in jurisdictions where we anticipate future commercial activity or manufacturing

continuously reviewing our portfolio for opportunities to file additional applications as development progresses

Unpatented know-how, including reactor modeling, safety analysis, drilling expertise, and systems engineering, forms an important component of our competitive position and is protected through internal controls, confidentiality obligations, and other contractual measures.

Confidentiality and Assignment Obligations

All employees, consultants, and contractors with access to proprietary information are required to sign non-disclosure and invention-assignment agreements.

We also use non-disclosure agreements when engaging with potential commercial counterparts (including potential customers and suppliers) and government agencies.

These protections help ensure that rights to our proprietary technology, data, and inventions remain with the Company.

Human Capital Management

Our ability to develop and commercialize the Gravity Reactor depends on attracting and retaining highly skilled technical and operational personnel.

Our human capital management approach focuses on recruiting experienced professionals, supporting employee development, and maintaining a collaborative and safe working environment as we advance our reactor technology and business operations.

Management monitors employee retention, recruiting effectiveness, and the ability to attract specialized nuclear engineering talent as key indicators of human capital performance.

As of the date of this Annual Report, we had 51 employees and 9 consultants.

Our employees and consultants operate through a combination of remote and in-person work arrangements across multiple time zones and are currently located in the United States and the Netherlands.

By primary job function, the majority of our employees are engineers engaged in reactor design, modeling, and related technical development activities.

The remainder perform functions in business development, legal, public relations, and other administrative roles.

None of our employees are represented by a labor union or covered by a collective bargaining agreement.

Competitive Pay and Benefits

We provide compensation and benefits packages designed to be competitive within our industry, including a combination of cash and equity compensation.

Our benefits programs include retirement programs, paid time off, and health benefits intended to support employee well-being and long-term retention.

Employee Recruitment, Retention, and Development

We seek to recruit and retain highly qualified personnel with expertise in nuclear engineering, drilling technology, regulatory affairs, and related disciplines.

We believe our compensation structure, professional development opportunities, and collaborative work environment support employee retention and long-term engagement.

We monitor employee turnover and seek to maintain a stable and experienced technical workforce as our operations grow.

Market and Industry Data

This Annual Report also contains estimates, projections and other information concerning our industry and the markets in which we operate, including the markets for nuclear energy and related technologies.

Much of this information consists of forward-looking statements subject to the disclaimers and risks described herein.

However, even the historical information is based on estimates, forecasts, projections, market studies or similar methodologies that are inherently subject to uncertainties and assumptions, and actual results may differ materially from those expressed or implied by such information.

Unless otherwise expressly stated, we obtained industry, market and other data from our own estimates and research, as well as from reports, research surveys, studies and similar data prepared by third parties, industry sources and governmental sources that we believe to be reliable.

However, we have not independently verified such third-party information and do not make any representation as to its accuracy or completeness.

Available Information

Our filings with the SEC are available free of charge on our website, www.deepfission.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

The SEC maintains an Internet website, www.sec.gov, that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC.

The information contained on, or accessible through, our website and the SEC’s website is not incorporated by reference into this Annual Report, and the references to our website and the SEC’s website are intended to be inactive textual references only.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business