What changed in this filing

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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-03-28 · 1427 added, 559 removed, 45 unchanged (98% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls are procedures that are designed

with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Form

10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including

the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are

properly authorized, recorded and reported;

and (2) our assets are safeguarded against unauthorized or improper use, to permit the preparation

of our condensed financial statements in conformity with U.S.

In connection with the preparation of this Form

10-K, management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness

of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)).

Based on that evaluation, our Principal Executive and Financial Officer concluded that our disclosure controls and procedures were effective,

as of the end of the period covered by this Form 10-K.

Management’s Annual Report on Internal

Control over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes, in accordance with generally accepted accounting principles.

Because of inherent

limitations, a system of internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the

degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal

control over financial reporting as of December 31, 2024.

Management based this assessment on criteria for effective internal control

over financial reporting described in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

Management’s assessment included an evaluation of the design of our internal control over

financial reporting and testing of the operational effectiveness of its internal control over financial reporting.

Management reviewed

the results of its assessment with our Board of Directors.

Based on this assessment, management believes

that the Company maintained effective internal control over financial reporting as of December 31, 2024.

This Annual Report on Form 10-K does not include

an attestation report of our independent registered public accounting firm, regarding internal controls over financial reporting.

internal control over financial reporting was not subject to such attestation as we are a “smaller reporting company” as defined

by Item 10 of Regulation S-K.

Changes in Internal Controls over Financial

There have been no changes in our internal control

over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange

Act that occurred during the period covered by this 10-K that has materially affected, or is reasonably likely to materially affect, our

internal control over financial reporting.

Limitations of the Effectiveness of Control

A control system, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Because of the inherent

limitations of any control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a

company have been detected.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-K.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2025 due to the material weaknesses in internal control over financial reporting described below.

Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected in a timely basis.

In connection with the preparation of our consolidated financial statements for the years ended December 31, 2025 and 2024, we identified material weaknesses in our internal control over financial reporting.

The material weaknesses identified are related to IT general controls, segregation of duties and ineffective controls over the preparation and review of accounting estimates (SAFE Notes and stock-based compensation) and financial reporting.

Remediation steps are being taken to improve the Company’s internal control over financial reporting to address the underlying causes of the material weaknesses described above, including designing and implementing increased controls along with increasing oversight and review of controls.

Specifically, we have taken the following steps to remediate the identified material weaknesses and improve our internal control over financial reporting:

(i) we have hired key personnel with relevant financial reporting and controls expertise to strengthen our finance and accounting function, and to address the material weaknesses related to IT general controls and segregation of duties;

and (ii) we are currently in the implementation phase of a new equity management and reporting system.

We continue to evaluate and implement additional remediation initiatives as appropriate.

While we believe that these efforts will improve the Company’s internal control over financial reporting, the implementation of these measures is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles.

If the steps we take do not remediate the material weaknesses in a timely manner, there could continue to be a reasonable possibility that these control deficiencies or others could result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis.

If we are unable to successfully remediate our existing or any future material weaknesses, the accuracy of our financial reporting may be adversely affected, which could cause investors to lose confidence in our financial reporting and our share price may decline as a result.

Notwithstanding the identified material weaknesses, management believes that the financial statements and related financial information included in this Form 10-K fairly present, in all material respects, our balance sheets, statements of operations, statements of stockholders’ equity (deficit) and statements of cash flows as of and for the periods presented.

We will continue to assess the effectiveness of our internal control over financial reporting and take steps to remediate the known material weaknesses expeditiously.

Management’s Report on Internal Control over Financial Reporting

As discussed elsewhere in this Annual Report, we completed the Merger on September 5, 2025.

Prior to the Merger, Surfside, our predecessor, was a special purpose acquisition company formed for the purpose of seeking the acquisition of or merger with an existing company.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as Surfside’s operations prior to the Merger were insignificant compared to those of the consolidated entity post-Merger.

The design of internal control over financial reporting for the Company post-Merger has required and will continue to require significant time and resources from management and other personnel.

As a result, management was unable, without incurring unreasonable effort or expense, to conduct an assessment of our internal control over financial reporting as of December 31, 2025.

Accordingly, we are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Corporation Finance Interpretations.

Although management did not conduct a formal assessment of internal control over financial reporting, as discussed above, management identified material weaknesses in our internal control over financial reporting and as a result determined that we did not maintain effective internal control over financial reporting as of December 31, 2025.

Changes in Internal Control over Financial Reporting

Other than the changes to remediate the material weaknesses described above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Form 10-K that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

Other Information

No director or officer of the Company adopted

or terminated any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the

affirmative defense conditions of Rule 10b5–1(c);

or (ii) any “non-Rule 10b5–1 trading arrangement” as defined

in paragraph (c) of Item 408 of Regulation S-K.

Disclosure Regarding Foreign

Jurisdictions That Prevent Inspections.

Insider Trading Arrangements and Policies

During the fiscal quarter ended December 31, 2025, none of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement ” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Items 408(a) and 408(c) of Regulation S-K), respectively.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not Applicable.

Directors, Executive Officers and

Directors, Executive Officers and Corporate Governance

The following table sets forth information regarding our leadership team, including our executive officers and directors, as of the date of this Annual Report:

Elizabeth Muller

Chair of the board of directors (Class III);

President and Chief Executive Officer

Chief Technology Officer

William (Mark) Schmitz

Chief Financial Officer

Michael Brasel

Chief Operating Officer

General Counsel & Secretary

Chief Nuclear Officer

Stacy Tarver Patterson (1)

Chief Marketing Officer

Blake Janover

Director (Class I)

Leslie Goldman Tepper

Director (Class I)

Jonathon Angell

Director (Class II)

Thomas Glanville

Director (Class II)

Tarver Patterson is not an executive officer pursuant to Item 401 of Regulation S-K.

Executive Officers

Elizabeth Muller is the Co-Founder, Chair of the board of directors (Class III), President and Chief Executive Officer of Deep Fission, a role she has held since March 2024.

She is also a co-founder of Deep Isolation, Nuclear, Inc.

(“Deep Isolation”), a nuclear waste disposal company, and has served as the chair of Deep Isolation’s board of directors since its inception in 2016 and as an executive advisor since June 2024.

Previously, Ms.

Muller served as the chief executive officer of Deep Isolation from 2016 until June 2024.

Muller was also formerly an Executive Director of Berkeley Earth, a director at Gov3, and a Policy Advisor at the Organization for Economic Co-Operation and Development (OECD).

Muller is also a co-author of several of Deep Isolation’s patents.

Muller holds a degree in mathematics from the University of California, San Diego, and a master’s degree in business from ESCP Business School in Paris.

We believe Ms.

Muller is qualified to serve on our board of directors due to her direct and sustained leadership experience as the co-founder and former CEO of Deep Isolation, guiding it through its formative stages and into the public markets.

In addition, her deep institutional knowledge of the Company, combined with her prior service on multiple corporate boards, provides both strategic insight and governance experience.

Muller also brings environmental, technical, and policy expertise and extensive experience in leadership and operations.

Muller is the Co-Founder and Chief Technology Officer of Deep Fission, a role he has held since March 2024.

Previously, Dr.

Muller served as the chief executive officer of Deep Fission from June 2023 to March 2024.

He is also the co-founder of Deep Isolation and served as Chief Technology Officer from 2016 to 2023.

Muller is a Professor of Physics emeritus at the University of California, Berkeley.

He is also a prolific inventor (over 80 patents issued) and has written more than 100 scientific articles in peer-reviewed journals.

Muller’s academic research has led to numerous awards, including a MacArthur Prize, the National Science Foundation Alan T.

Waterman Award, the Breakthrough Prize, and election to the American Academy of Arts and Sciences.

In addition, Dr.

Muller has won numerous awards for excellence in teaching and authored ten books, including Physics for Future Presidents and Energy for Future Presidents .

Muller was a member of JASON, an independent scientific advisory group that provides consulting services to the U.S.

government on matters of defense science and technology, for 34 years.

Muller received his A.B.

degree from Columbia University and his Ph.D.

at the University of California, Berkeley.

William (Mark) Schmitz is the Chief Financial Officer of Deep Fission, a role he has held since August 2025.

Schmitz has over forty years of experience as a finance professional in the energy technology, automotive, life safety, banking, and manufacturing industries.

Schmitz previously served as Chief Financial Officer of Gru Energy Lab, Inc.

from May 2021 until April 2024, Chief Financial Officer of Itron, Inc.

from September 2014 until April 2017, and Chief Financial Officer of Alghanim Industries from April 2009 until December 2013.

He has also served as Chief Financial Officer of Goodyear and Plug Power and has held positions based in China, Brazil, the U.K., and the Middle East.

Schmitz is experienced at scaling growth-oriented companies and preparing them for public company reporting.

Schmitz has undergraduate and M.B.A.

degrees from The Ohio State University.

Michael Brasel has served as Chief Operating Officer of Deep Fission since October 2025 and previously served as Vice President of Nuclear Programs from December 2024 to October 2025.

Before joining Deep Fission, Mr.

Brasel worked at NuScale Power Corporation (“NuScale”) in successive senior operations and supply-chain leadership roles from April 2012 to March 2024, most recently as Senior Director.

Prior to serving at NuScale, he served at Dairyland Power Cooperative from February 2002 to March 2012, including as Plant Manager of the La Crosse Boiling Water Reactor from January 2009 to March 2012.

Brasel is a former U.S.

Navy Nuclear Operator–Electrician and completed Naval Nuclear Power School.

He holds engineering and business degrees from Old Dominion University and the University of Wisconsin–La Crosse.

Jon Gordon has served as General Counsel and Secretary of Deep Fission since October 2025.

Before joining Deep Fission, he served as General Counsel and Chief Commercial Officer of a hydrogen-electrolyzer company from June 2024 to September 2025.

From November 2019 to June 2024, he was Co-Founder, General Counsel and Head of Partnerships and Government Affairs of Universal Hydrogen, a developer of hydrogen-powered aircraft and fueling systems.

Prior to that, Mr.

Gordon was Deputy General Counsel for Technology and Digital at United Technologies Corporation (now Raytheon Technologies Corporation), and earlier in his career he practiced M&A and securities law at Cravath, Swaine & Moore LLP and Wachtell, Lipton, Rosen & Katz LLP.

Gordon earned both his B.A.

from the University of Chicago.

Mark Pérès was appointed Chief Nuclear Officer of Deep Fission effective February 19, 2026.

Prior to his appointment, he served as the Company’s Vice President of Engineering since October 2024.

In that role, he managed engineering and technical operations relating to Deep Fission’s nuclear reactor design.

Since 2022, Mr.

Pérès has served as President of Pérès Engineering, LLC, where he has conducted comprehensive evaluations of SMRs for diverse clients.

From 2019 to 2022, Mr.

Pérès served as Vice President of Engineering at Kairos Power, where he directed design efforts for the Hermes Test Reactor.

From 2009 to 2019, he served as Executive Project Director at Fluor, where he led major nuclear project deliveries, including work relating to NuScale’s SMR, the first NRC-certified small modular reactor design under 10 C.F.R.

Pérès holds a B.S.

in Mechanical Engineering from Montana State University, an M.S.

in Mechanical Engineering from Washington State University, and is a PhD Candidate (ABD) and Adjunct Professor in Nuclear Engineering at the University of South Carolina.

Stacy Tarver Patterson (1) has served as Chief Marketing Officer of Deep Fission since February 19, 2026.

In this role, she leads the Company’s marketing, brand, and go-to-market strategy.

Prior to joining Deep Fission, Ms.

Patterson served as Head of Brand Strategy at Code and Theory from May 2023 to November 2024.

From September 2019 to April 2021, she served as Managing Director at West, a venture studio.

From January 2021 to December 2021, she served as Co-Founder and Chief Marketing Officer of COR, a digital health technology company.

Patterson has also served as CMO-in-Residence at Columbia Startup Lab since August 2020 and as Founding Partner of New Math since December 2024.

She holds a B.S.

in Marketing, Management and Organizational Behavior from New York University and an M.B.A.

from Columbia Business School.

Tarver Patterson is not an executive officer pursuant to Item 401 of Regulation S-K.

Janover — Director (Class I)

Janover has served as a director of Deep Fission since December 19, 2025.

He serves as Chair of the Compensation Committee and as a member of the Audit Committee and the Nominating & Governance Committee.

He is the Founder, Chief Executive Officer and Chairman of the board of directors of J2 Labs Inc., since 2025.

He was the Founder, Chief Executive Officer, President and Chairman of the board of directors of Janover Inc., a commercial real estate and financial technology company he founded in 2018.

Janover also serves on the board of DeFi Development Corp.

Janover has more than 15 years of experience as an entrepreneur and operator in multifamily and commercial real estate finance, business financing, and technology.

Prior to founding Janover Inc., Mr.

Janover served as a consultant on a variety of multifamily and commercial real estate finance projects and was a partner in a large apartment development in Miami.

Earlier in his career, he founded and operated a mortgage brokerage that later became a correspondent lender and subsequently a direct lender in the residential and commercial real estate markets.

Janover has overseen underwriting, origination, and advisory services across commercial, multifamily, and residential real estate transactions.

He is a graduate of the Harvard Business School’s Owner/President Management Program and a NATSEC Fellow at the National War College Alumni Association.

We believe Mr.

Janover is qualified to serve as a director due to his extensive experience in real estate finance, capital formation, and leadership of technology-enabled businesses.

Leslie Goldman Tepper — Director (Class I)

Goldman Tepper has served as a director of Deep Fission since November 7, 2025.

She serves as Chair of the Nominating and Governance Committee and as a member of the Audit and Compensation Committees.

Goldman Tepper founded and was a General Partner of The Artemis Fund, focused on early-stage, women-led companies, from 2019 to 2024.

Since 2022, Ms.

Goldman Tepper has served on the board of Deep Isolation where she is Lead Independent Director, Chair of the Compensation Committee and a member of the Nominating and Governance Committee and Audit Committee.

Since September 2019, she has been Managing Member of her family office.

In April 2025, she was elected to Titan Acquisition (TACH) Corp.’s board as a member of its compensation and audit committees.

She brings extensive experience in funding and scaling private companies, has served on the board of multiple growth stage companies, and has been a frequent speaker for the National Association of Corporate Directors (NACD) while serving as a board member for its Texas and Utah Chapters.

Her legal background includes serving as General Counsel for Fisher HealthCare and in-house for Waste Management after private practice in AmLaw 100 firms.

Goldman Tepper holds degrees from Yale University, the University of New South Wales, and Fordham University School of Law.

We believe that Ms.

Goldman Tepper is qualified to serve on our board due to her prior board experience, significant experience investing in and scaling early-stage companies and in management and corporate governance.

Jonathon Angell — Director (Class II)

Angell has served as a director of Deep Fission since November 7, 2025.

He serves as a member of the Nominating & Governance Committee.

He has served as the Chief Executive Officer of Angell Investments since 2016 and has previously served as Deep Fission’s Chief Financial Officer from July 2023 to August 2024, where he helped shape its financial structure and led its largest acquisition, and as a Strategic Advisor to Deep Fission from August 2024 to November 2025.

He also serves as a director and audit committee chair of Deep Isolation.

Angell has more than 20 years of experience advising companies ranging from startups to Fortune 500 enterprises and has worked on corporate strategy initiatives for companies including Hitachi, Toyota, General Motors, Philips, Merrill Lynch, and Ubisoft.

He is a Certified Public Accountant, Certified Financial Manager, Certified Information Systems Auditor, and Certified Management Accountant.

He holds a B.A.

from Whitman College and an M.B.A.

from Heriot-Watt University.

We believe Mr.

Angell is qualified to serve as a director because of his financial expertise, prior executive experience with the Company, strategic advisory background, and extensive audit committee and board leadership experience.

Glanville — Director (Class II)

Glanville has served as a director of Deep Fission since December 19, 2025.

He serves as Chair of the Audit Committee and as a member of the Compensation Committee.

He is the managing partner of Eschelon Advisors, LP, and its affiliates, providing energy and private equity investment and advisory services, a position he has held for more than five years.

Glanville currently serves on the boards of directors Crescent Pass Energy Holdings, L.L.C.

and Strand Energy, L.L.C., both privately held oil and gas exploration and production companies, and since 2015 has served as a Director and Audit Committee Chair of MIND Technology, Inc., a publicly traded provider of innovative technology to the global marine industry.

Glanville is also an Advisory Director of Buzz Solutions, Inc., an AI inspection and monitoring software provider to electric utilities.

Previously, Mr.

Glanville served from 2001 to 2022 as a director of Itron, Inc., a publicly traded technology and services company dedicated to the efficient use of energy and water, where he served as Chair of the Audit/Finance Committee and as a member of the Compensation and Corporate Governance Committees.

Earlier in his career, he served as Vice President of Technology and New Ventures for Reliant Energy, Inc.

and its affiliate, Reliant Resources, Inc.

Glanville also served as Chairman of the Texas Tri-Cities branch (Houston, Austin, and San Antonio) of the National Association of Corporate Directors from 2011 to 2016.

He holds a Master of Science degree in Mineral Economics from the Colorado School of Mines and a Bachelor of Arts degree in Economics from the University of Virginia.

We believe Mr.

Glanville is qualified to serve as a director due to his extensive experience in energy and infrastructure, his financial and audit committee expertise, and his long tenure serving on the board of a public company.

Corporate Governance

Our officer and directors, and additional information

concerning each of them, are as follows:

President, Chief Executive Officer, Chief Financial Officer , Secretary and Director

Mark Tompkins

Ian Jacobs has served as the Company’s

President, Secretary, Chief Executive Officer, Chief Financial Officer and Director since inception.

Jacobs has also served as President,

Secretary, Chief Executive Officer, Chief Financial Officer and as a Director of Aspen-1 Acquisition Inc.

since December 10, 2021.

Jacobs previously served as the President, Secretary, Chief Executive Officer, Chief Financial Officer and Director of Max-1 Acquisition

Corporation, now known as Exicure, Inc.

XCUR], from February 2017 to September 2017, of Lola One Acquisition Corporation, now

known as Amesite Inc.

AMST], from April 2017 to April 2018, of Peninsula Acquisition Corporation, now known as Transphorm, Inc.

TGAN], from June 2017 to February 2020, of Olivia Ventures, Inc., now known as Compass Therapeutics, Inc.

March 2018 to June 2020, of Malo Holdings Corporation, now known as Augmedix, Inc.

AUGX], from December 2018 to October 2020,

of Odyssey Semiconductor Technologies, Inc.

ODII], from April 2019 to June 2019, of Parasol Investments Corporation, now known

as SmartKem, Inc.

[OTCQB:SMTK], from May 2020 to February 2021, of Parc Investments, Inc., now known as Aeluma, Inc.

August 2020 to June 2021, of Laffin Acquisition Corp., now known as Guerrilla RF, Inc.

GUER], from November 2020 to October 2021,

of Perfect Moment Ltd.

[NYSE American:

PMNT] from January 2021 to March 2021, of Patricia Acquisition Corp., now known as Serve Robotics

SBOT], from November 2020 to July 2023, and of Venetian-1 Acquisition Corp., now known as Lomond Therapeutics Holdings, Inc.,

from September 24, 2021 to September 20, 2024.

Jacobs has also been an associate of Montrose Capital Partners Limited, or Montrose

Capital, since 2008.

Montrose Capital is a privately held company, which focuses on identifying public markets venture capital investment

opportunities in high growth early-stage companies.

Montrose Capital is a sector agnostic privately held firm which 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.

Jacobs received a B.S.

in Finance from the University of South Florida.

past experience identifying investment opportunities and investing in early-stage companies will be beneficial to the Company as its seeks

to identify a business combination target which led to the conclusion that he should serve as a director of the Company.

Mark Tompkins has served as a

Director of the Company since inception.

Tompkins has also served as a Director of Aspen-1 Acquisition Inc.

since December 10,

Tompkins previously served as a Director of Max-1 Acquisition Corporation, now known as Exicure, Inc.

February 2017 to September 2017, of Lola One Acquisition Corporation, now known as Amesite Inc.

AMST], from April 2017 to

April 2018, of Peninsula Acquisition Corporation, now known as Transphorm, Inc.

TGAN], from June 2017 to February 2020, of

Olivia Ventures, Inc., now known as Compass Therapeutics, Inc.

CMPX], from March 2018 to June 2020, of Malo Holdings

Corporation, now known as Augmedix, Inc.

AUGX], from December 2018 to October 2020, of Odyssey Semiconductor Technologies,

ODII], from April 2019 to June 2019, of Parasol Investments Corporation, now known as SmartKem, Inc.

[OTCQB:SMTK], from

May 2020 to February 2021, of Parc Investments, Inc., now known as Aeluma, Inc [OTCQB:

ALMU], from August 2020 to June 2021, of

Laffin Acquisition Corp., now known as Guerrilla RF, Inc.

GUER], from November 2020 to October 2021, of Perfect Moment Ltd.

[NYSE American:

PMNT] from January 2021 to March 2021, of Patricia Acquisition Corp., now known as Serve Robotics Inc.

SBOT], from November 2020 to July 2023, and of Venetian-1 Acquisition Corp., now known as Lomond Therapeutics Holdings, Inc., from

September 24, 2021 to September 20, 2024.

Tompkins is a founder of Montrose Capital and has served as its President since its

inception in 2001.

Montrose Capital is a privately held company, which focuses on identifying public markets venture capital

investment opportunities in high growth early-stage companies.

Montrose Capital is a sector agnostic privately held firm which 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.

Tompkins’ past experience identifying investment

opportunities and investing in early-stage companies will be beneficial to the Company as it seeks to identify a business

combination target which led to the conclusion that he should serve as a director of the Company.

Significant Employees

Board Composition

As of the date of this Annual Report on Form 10-K, our board of directors consists of five members:

Muller (Chair), Leslie Goldman Tepper, Jonathon Angell, Blake E.

Janover, and Thomas S.

Muller resigned from the board of directors on November 7, 2025 and now serves exclusively as our Chief Technology Officer.

Classified Board of Directors

We have a classified board of directors divided into three staggered classes—Class I, Class II, and Class III—with each class serving a three-year term.

One class of directors is elected at each annual meeting of stockholders.

Our directors are currently assigned to the following classes:

Leslie Goldman Tepper and Blake E.

Janover , whose terms expire at the 2026 annual meeting of stockholders.

Jonathon Angell and Thomas S.

Glanville , whose terms expire at the 2027 annual meeting of stockholders.

Muller , whose term expires at the 2028 annual meeting of stockholders.

Each director serves until the election and qualification of their successor or until earlier death, resignation, disqualification, or removal.

Under our amended and restated certificate of incorporation and amended and restated bylaws, only the board of directors may fill vacancies on the board of directors, subject to the rights of any preferred stockholders.

Any increase or decrease in the number of directors will be apportioned among the classes to maintain a balanced structure as nearly as possible.

The classified board of directors structure may delay or prevent a change in control of Deep Fission.

Family Relationships

Involvement in Certain Legal Proceedings

There have been no events under any bankruptcy

act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity

of any director, executive officer, promoter or control person of the Company during the past ten years.

The board of directors does not have any standing

Conflicts of Interest

There are no binding guidelines or procedures

for resolving potential conflicts of interest.

Failure by management to resolve conflicts of interest in favor of the Company could result

in liability of management to the Company.

However, any attempt by stockholders to enforce a liability of management to the Company would

most likely be prohibitively expensive and time consuming.

Muller, our President and Chief Executive Officer and Chair of the board of directors, is the daughter of Richard A.

Muller, our Chief Technology Officer.

There are no other family relationships among our directors or executive officers.

Committees of the Board of Directors

The board of directors has established the following standing committees:

Audit Committee

Leslie Goldman Tepper and Blake E.

The responsibilities of the Audit Committee include overseeing (i) the integrity of the Company’s financial statements;

(ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications, independence and performance of the Company’s independent registered public accounting firm;

(iv) the performance of the Company’s internal audit function;

(v) the Company’s system of internal control over financial reporting and disclosure controls and procedures;

and (v) the Company’s risk management processes that could materially impact the Company’s financial statements, internal controls or disclosure obligations.

The board of directors has determined that Thomas S.

Glanville and Blake E.

Janover are each an “audit committee financial expert” as defined under the rules of the SEC.

In addition, the board of directors has determined that each of the members of the Audit Committee is independent under Rule 10A-3 under the Exchange Act.

Nominating & Governance Committee

Leslie Goldman Tepper

Jonathon Angell and Blake E.

The responsibilities of the Nominating & Governance Committee include (i) identifying, evaluating, recruiting, and recommending to the board of directors for consideration and approval of individuals qualified to be members of the board of directors;

(ii) developing and recommending to the board of directors a set of corporate governance principles applicable to the Company;

and (iii) overseeing matters of corporate governance matters relevant to the Company.

Compensation Committee

Leslie Goldman Tepper and Thomas S.

The responsibilities of the Compensation Committee include (i) overseeing determination of executive compensation and reviewing and making recommendations to the board of directors with respect to major compensation plans, policies, and programs of the Company;

(ii) approving and evaluating all compensation plans, policies, and programs of the Company as they affect the compensation of the Company’s executive officers;

and (iii) overseeing the Company’s management of human capital.

Code of Ethics

The Company, as of this time, has not adopted

a Code of Ethics pursuant to rules described in Regulation S-K.

The Company has two persons who are the only stockholders and who serve

as the directors and officers.

The Company has no operations or business and does not receive any revenues or investment capital.

adoption of a Code of Ethics at this time would not serve the primary purpose of such a code to provide a manner of conduct as the development,

execution and enforcement of such a code would be by the same persons and only persons to whom such code applied.

Furthermore, because

the Company does not have any activities, there are no activities or transactions which would be subject to this code.

At the time the

Company enters into a business combination, the current officers and directors will recommend to any new management that such a code be

The Company does not maintain an Internet website on which to post a code of ethics.

Corporate Governance

For reasons similar to those described above,

the Company does not have a nominating nor audit committee of the board of directors.

At this time, the Company consists of two stockholders

who serve as the corporate directors and officers.

The Company has no activities and receives no revenues.

At such time that the Company

enters into a business combination and/or has additional stockholders and a larger board of directors and commences activities, the Company

will propose creating committees of its board of directors, including both a nominating and an audit committee.

Because there are only

two stockholders of the Company, there is no established process by which stockholders to the Company can nominate members to the Company’s

board of directors.

Similarly, however, at such time as the Company has more stockholders and an expanded board of directors, the new

management of the Company may review and implement, as necessary, procedures for stockholder nomination of members to the Company’s

board of directors.

No securities of the Company are publicly traded

or listed or quoted on any exchange or quotation system, and all of its outstanding securities are restricted securities (as defined in

Rule 144 under the Securities Act) bearing customary legends and restrictions on transfer and are held by two holders, who management

believes are familiar with the applicable insider trading laws, rules and regulations;

therefore, management believes that insider trading

policies and procedures governing the purchase, sale and/or other dispositions of its securities by directors, officers and employees,

or the Company itself, are not necessary at this time, and the Company has not adopted any such policies or procedures.

At the time a trading market for the Company’s

shares of common stock develops, the current officers and directors will recommend that such a policy be adopted.

We have adopted a Code of Ethics for Senior Financial Officers that applies to our principal executive officer, principal financial officer and principal accounting officer.

A copy of our Code of Ethics for Senior Financial Officers is included as Exhibit 14.1 to this Annual Report.

Insider Trading Policy

The Company has adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of its securities by directors, officers, employees, consultants, contractors and advisors that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations.

In addition, the policy requires transactions by the Company in its own securities, including stock repurchases, to be conducted in compliance with applicable securities laws and regulations.

A copy of our Insider Trading Policy is included as Exhibit 19.1 to this Annual Report.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and 10% stockholders to file initial reports of ownership and reports of changes in ownership of our common stock with the SEC.

Directors, executive officers and 10% stockholders are also required to furnish us with copies of all Section 16(a) forms that they file.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended December 31, 2025, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act except as disclosed below.

Delinquent Section 16(a) Reports

On November 17, 2025, Mr.

Angell filed one late Form 4 covering one transaction.

On December 4, 2025, Mr.

Gordon filed one late Form 3 and one late Form 4 covering one transaction.

On December 12, 2025, Ms.

Muller filed one late Form 4 covering one transaction.

On December 22, 2025, Mr.

Glanville filed one late Form 3 and one late Form 4 covering one transaction.

Executive Compensation

The following table sets forth the cash and other

compensation paid by the Company to its officer and directors during the years ended December 31, 2024 and 2023.

Ian Jacobs (1)

President, Chief Executive Officer, Chief Financial Officer, Secretary and Director

This section describes the compensation of our named executive officers and non-employee directors for the fiscal year ended December 31, 2025.

The discussion below covers compensation arrangements of Legacy Deep Fission prior to the consummation of the Merger with Surfside and compensation arrangements of Deep Fission following the Merger, to the extent applicable, as well as compensation arrangements of Surfside prior to the consummation of the Merger.

Director Compensation

Ian Jacobs and Mark Tompkins served as our sole directors prior to the Merger and resigned from our Board effective as of the closing of the Merger, which occurred on September 5, 2025.

Jacobs and Tompkins did not receive any compensation for their service on our Board.

Effective as of September 5, 2025, Elizabeth Muller and Richard Muller were appointed to our Board, although Dr.

Muller resigned from the board of directors on November 7, 2025 to focus on his continuing responsibilities as our Chief Technology Officer.

Jonathon Angell and Leslie Goldman Tepper were appointed to our Board on November 7, 2025 and Thomas Glanville and Blake Janover were appointed to our Board on December 19, 2025.

Muller is employed as our Chief Executive Officer and President and receives no compensation for her service as a director and chair of the board of directors.

The compensation received by Ms.

Muller as an employee is shown in “ Executive Compensation - Summary Compensation Table ” below.

Muller and Messrs.

Thompson and Jacobs each also served as executive officers during the fiscal year ended December 31, 2025 (and Dr.

Muller continues to serve as our Chief Technology Officer) and their compensation is also shown in “ Executive Compensation – Summary Compensation Table ” below.

On November 7, 2025, the board of directors adopted a Non-Employee Director Compensation Policy.

Under this policy, non-employee directors receive cash and equity compensation for their service.

Annual cash retainers are paid for Board service and for service on a committee, and are paid quarterly in arrears.

The fees paid to our non-employee directors for service on our Board and for service on each committee of our Board of which the non-employee director is a member are as follows:

Annual Board Member Service Retainer

All non-employee directors:

Annual Committee Member Service Retainer

Member of the audit committee:

Member of the compensation committee:

Member of the nominating and corporate governance committee:

Equity compensation for non-employee directors is provided in the form of restricted stock units (“RSUs”) granted under the Company’s 2025 Equity Incentive Plan (the “2025 Plan”).

Each RSU represents the right to receive one share of the Company’s common stock upon vesting.

In connection with the adoption of the policy, the board of directors determined that all RSU awards made to non-employee directors will provide the holder with the ability, following vesting, to defer receipt of the underlying shares until the earlier of (i) a Change in Control (as defined in the 2025 EIP), and (ii) the director’s separation from service.

Delivery of any deferred shares will be made in compliance with the 2025 Plan and Section 409A of the U.S.

Internal Revenue Code of 1986, as amended (the “Code”).

Under the Non-Employee Director Compensation Policy, non-employee directors who joined the board of directors on or before December 31, 2025 were entitled to receive an RSU award covering 100,000 shares of the Company’s common stock.

On November 7, 2025, the Compensation Committee approved an RSU award of 100,000 shares to each of Ms.

Goldman Tepper and Mr.

Angell pursuant to this provision.

On December 19, 2025, the Compensation Committee approved an RSU award of 100,000 shares to each of Messrs.

Glanville and Janover pursuant to this provision.

In each case, although the RSU awards were approved by the Compensation Committee in fiscal year 2025, the vesting terms for such awards were not finalized until fiscal year 2026, and so the awards were not considered granted for purposes of ASC 718, Compensation – Stock Compensation , until March 31, 2026.

As a result, in accordance with SEC rules, no value appears in the 2025 Nonemployee Director Compensation Table for such awards, and instead they will appear in our 2026 Nonemployee Director Compensation Table.

The final vesting terms of the RSU awards provide that they will vest on the earlier of six months after the grant date and the occurrence of a Change in Control (as defined in the 2025 Plan).

Under the Non-Employee Director Compensation Policy, non-employee directors who join the board of directors after December 31, 2025 will receive an initial RSU award having a grant-date fair value of $130,000, which vests in full on the earlier of the one-year anniversary of the grant date and the occurrence of a Change in Control.

Beginning with the 2026 annual meeting of stockholders, each non-employee director who continues to serve on the board of directors following the annual meeting will receive an annual RSU award having a grant-date fair value of $130,000, which vests in full on the earlier of the first anniversary of the grant date and the occurrence of a Change in Control.

All RSU awards are made pursuant to the terms of the 2025 Plan and the Company’s standard form of award agreement and are subject to the deferred-delivery election described above.

The Company also reimburses non-employee directors for reasonable expenses incurred in connection with their service.

2025 Nonemployee Director Compensation Table

Jonathon Angell (2)

Leslie Goldman Tepper

Thomas Glanville

Blake Janover

Mark Tompkins (4)

Ian Jacobs was appointed to serve as a member of the Company’s board of directors and as its President, Chief Executive Officer, Chief Financial Officer and Secretary on December 10, 2021.

Mark Tompkins was appointed to serve as a member of the Company’s board of directors on December 10, 2021.

The following compensation discussion addresses

all compensation awarded to, earned by, or paid to the Company’s named executive officers.

The Company’s officer and directors

have not received any cash or other compensation since inception through the date of this filing.

No compensation of any nature has been

paid for on account of services rendered by an officer or director in such capacity.

It is possible that, after the Company successfully

consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain members of our management for

the purposes of providing services to the surviving entity.

No retirement, pension, profit sharing, stock

option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

as there are no equity awards issued or contemplated to be issued by the Company at this time, there are no policies and practices related

to the grant of certain equity awards close in time to the release of material nonpublic information pursuant to 402(x) of Regulation

Except as otherwise disclosed herein, there are

currently no understandings or agreements regarding compensation our management will receive after a business combination.

Compensation Committee

The Company does not have a standing compensation

committee or a committee performing similar functions.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

The following table sets forth, as of the date

of this filing, the number of shares of Common Stock owned of record and beneficially by (i) each person known by us to be the beneficial

owner of more than 5% of our outstanding shares of Common Stock, (ii) each director and named executive officer of the Company and (iii)

all executive officers and directors as a group.

Name and Address

Percentage of

Directors and Named Executive Officers:

As described above, although the Compensation Committee approved RSU awards for four of the directors in fiscal year 2025, they were not considered granted for purposes of ASC 718, Compensation – Stock Compensation , until fiscal year 2026, and therefore are not included in this 2025 Nonemployee Director Compensation Table.

Please see the section above titled “Director Compensation” for further information regarding such RSU awards, which will be included in our 2026 Nonemployee Director Compensation Table.

Angell served as Chair of the Compensation Committee during the fiscal year ended December 31, 2025.

Angell resigned as Chair and a member of the Compensation Committee on April 3, 2026.

Prior to his appointment to the board of directors, Mr.

Angell provided consulting services to the Company and received a monthly retainer in connection with those services.

The consulting relationship terminated upon his appointment to the board of directors, and no consulting fees were paid to Mr.

Angell following his commencement of service as a director.

Tompkins resigned as a member of the board of directors upon the closing of the Merger on September 5, 2025.

The table below shows the aggregate number of unvested stock awards held as of December 31, 2025 by each non-employee director, which does not reflect the 100,000 RSUs approved by the Compensation Committee to be granted to each of Messrs.

Angell, Glanville and Janover and Ms.

Goldman Tepper in fiscal year 2025, but which were not granted until fiscal year 2026.

Jonathon Angell

Leslie Goldman Tepper

Thomas Glanville

Blake Janover

Mark Tompkins

1, Via Guidino 23, 6900 Lugano Paradiso, Switzerland

Executive Compensation

As an “emerging growth company,” we have opted to comply with the executive compensation disclosure rules applicable to such companies, which allows us to provide reduced compensation disclosure.

This section discusses the material components of the executive compensation program for the Company’s named executive officers who appear in the “— 2025 Summary Compensation Table ” below.

In 2025, the “named executive officers” and their positions with the Company were as follows:

● Elizabeth Muller:

President and Chief Executive Officer

Muller, Ph.D.:

Chief Technology Officer

● Michael Brasel:

Chief Operating Officer

● Malcolm Thompson:

Former Chief Operating Officer, Legacy Deep Fission

● Ian Jacobs:

55 NE 5th Ave, Suite 401, Boca Raton, Florida 33432

All Directors and Officers as a Group (2 individuals)

Other More than 5% Stockholders:

Mark Tompkins serves as a director of the Company.

Ian Jacobs serves as President, Secretary, Chief Executive Officer, Chief Financial Officer and a director of the Company.

Securities Authorized for Issuance Under Equity

Compensation Plans

The Company has not authorized any securities

for issuance under an equity incentive plan.

Certain Relationships and Related

Transactions, and Director Independence.

On December 10, 2021, the Company issued (i) an

aggregate of 4,750,000 shares of Common Stock to Mark Tompkins, a director of the Company, for an aggregate purchase price equal to $475

representing amounts advanced by Mr.

Tompkins to counsel for the Company in connection with the formation and organization of the Company

and (ii) an aggregate of 250,000 shares of Common Stock to Ian Jacobs, an officer and director of the Company, for an aggregate cash purchase

price equal to $25, pursuant to the terms and conditions set forth in the Common Stock Purchase Agreement with each person.

issued these shares of Common Stock under the exemption from registration provided by Section 4(a)(2) of the Securities Act.

On December 10, 2021, in connection with advances

made in connection with costs incurred by the Company, the Company issued a promissory note to Mark Tompkins, a stockholder and director

of the Company, pursuant to which the Company agreed to repay Mr.

Tompkins the sum of any and all amounts that Mr.

Tompkins may advance

to the Company on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction

or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Exchange Act).

Company has used the proceeds from the note to cover its expenses.

Tompkins has no obligation to advance funds to the Company

under the terms of the note, it is anticipated that he may advance funds to the Company as fees and expenses are incurred in the future.

As a result, the Company issued the note in anticipation of such advances.

Interest shall not accrue on the outstanding principal amount

of the note except if an Event of Default (as defined in the note) has occurred.

In the event of an Event of Default, the entire note

shall automatically become due and payable (the “Default Date”) and starting from five (5) days after the Default Date, the

interest rate on the note shall accrue at the rate of eighteen percent (18%) per annum.

As of December 31, 2024, the total amount due

under the note was $147,025.

The Company currently uses the office space and

equipment of its management at no cost.

Former Chief Executive Officer, Surfside

Summary Compensation Table

The following table sets forth information concerning the compensation earned by or paid to our named executive officers for the fiscal years ended December 31, 2025 and December 31, 2024.

Name and Principal Position

Elizabeth Muller

President and Chief Executive Officer

Richard Muller, Ph.D.

Chief Technology Officer

Michael Brasel

Chief Operating Officer (2)

Malcolm Thompson (3)

Former Chief Operating Officer, Legacy Deep Fission

Ian Jacobs (6)

Former Chief Executive Officer, Surfside

(1) The amounts reported in this column represent the aggregate grant-date fair value of equity awards granted during the applicable year, including stock options, RSUs and stock awards, computed in accordance with ASC Topic 718 for stock-based compensation transactions.

The assumptions used in calculating the grant date fair value of the stock options, RSUs and stock awards are set forth in Note 8 of the Company’s financial statements for the year ended December 31, 2025.

This calculation does not give effect to any estimate of forfeitures related to service-based vesting and assumes that the named executive officer will perform the requisite service for the award to vest in full.

Brasel commenced employment as Deep Fission’s Chief Operating Officer on October 6, 2025, having previously served as the Company’s Vice President of Nuclear Programs.

Thompson ceased employment with Legacy Deep Fission on August 20, 2025.

(4) Consists of 401k employer-match benefits.

(5) Contains of a lump sum cash severance payment of $62,500.

Please see the section below titled “Separation Agreement” for further information.

Jacobs served as the Chief Executive Officer, Chief Financial Officer and Secretary of Surfside.

Jacobs resigned from all such positions upon the closing of the Merger on September 5, 2025.

Jacobs did not receive any compensation for serving as an executive officer of Surfside.

Base Salaries

During the fiscal year ended December 31, 2025, the base salaries of our named executive officers were determined by our Board (and, following its formation, our Compensation Committee) based on each executive’s role, responsibilities, experience and performance.

During the fiscal year ended December 31, 2025, Ms.

Muller’s annual base salary was increased from $400,000 to $475,000, effective December 9, 2025.

Basel was promoted to the position of Chief Operating Officer on October 6, 2025.

Prior to this date, Mr.

Basel served as the Company’s Vice President of Nuclear Programs, and his base salary reflected in the Summary Compensation Table reflects the aggregate salary he actually received in the fiscal year ended December 31, 2025 for his service in both roles.

Thompson ceased employment during the fiscal year ended December 31, 2025 and his base salary reflected in the Summary Compensation Table reflects the actual salary he received for service through his date of termination.

Annual Bonuses

Annual cash bonuses are determined by our Compensation Committee, and, prior to such Committee’s formation, our board of directors.

Annual cash bonuses are set at a level that is commensurate with the executive’s duties and authorities, contributions, prior experience and sustained performance and bonus outcomes are determined based on an overall assessment of Company performance, the executive’s performance and contributions, and other relevant factors.

After evaluating the foregoing factors, the Committee determined to pay discretionary cash bonuses to Ms.

Muller and Mr.

Brasel for fiscal year 2025 of $60,000, $90,000 and $72,500, respectively.

Equity Awards

We use equity compensation to align the interests of our employees, including our executive officers, with those of our stockholders and to promote long-term retention.

Equity awards are approved by our Board or, following its formation, our Compensation Committee.

Prior to the closing of the Merger, Legacy Deep Fission granted stock options to Ms.

Muller and Dr.

Muller representing 811,699 and 649,363 shares of Legacy Deep Fission common stock, respectively (on an as-converted basis), pursuant to its pre-Merger 2025 Equity Incentive Plan (the “Pre-Merger 2025 Plan”).

The stock options granted to Ms.

Muller and Dr.

Muller have an exercise price of $3.00 per share and vest over a four-year vesting schedule, with 25% of the shares vesting on June 1, 2025 and the remaining shares vesting in equal monthly installments over the following 36 months, subject to the executive’s continued service through each vesting date.

No additional awards will be granted under the Pre-Merger 2025 Plan following the closing of the Merger.

Following the Merger, the Company granted equity awards to certain of its named executive officers in the form of stock options and RSUs pursuant to the 2025 Plan.

Stock options are granted with an exercise price per share no less than the fair market value of the Company’s common stock on the date of grant.

Equity awards generally vest over multi-year periods and may be subject to accelerated vesting upon certain termination of employment or change in control events.

Following the closing of the Merger, Ms.

Muller received a grant of 183,150 stock options and 549,451 RSUs, each vesting 25% on the first anniversary of the date of grant (December 9, 2025) and with the remaining 75% subject to a monthly vesting schedule over the subsequent three-year period and Mr.

Brasel received a grant of 70,000 stock options, 25% of which vests on October 6, 2026 and with the remaining 75% subject to a monthly vesting schedule over the subsequent three-year period.

As described below under “ Separation Agreement ” Mr.

Thompson also received an award of 72,753 fully vested shares of Legacy Deep Fission common stock in connection with his termination of employment.

Prior to the Merger, Legacy Deep Fission was not a public company and Surfside did not grant equity awards, so we did not have any policy or practice regarding the timing of awards of stock options in relation to the disclosure of material nonpublic information.

Following the Merger, we have not yet had sufficient time to develop a practice of standard timing of granting equity awards, but when we grant stock options our Board or applicable committee approving the grant will determine that there is not material nonpublic information that would be released on or near the date of grant.

Although we granted stock options to Mr.

Brasel on November 7, 2025, which was one business day after and within four business days prior to the filing of current reports on Form 8-K, we are unable to determine the impact of such reports on the price of our common stock because our shares are not publicly listed and therefore there is no readily ascertainable value of our common stock.

However, we do not consider the information disclosed in such reports as likely to have had a material impact on the price of our common stock.

During the fiscal year ended December 31, 2025, we provided benefits to our named executive officers on the same basis as our other employees, including medical, dental, vision, life and AD&D, and short- and long-term disability insurance, flexible spending accounts, vacation and paid holidays.

Our named executive officers are also eligible to participate in our 401(k) plan.

Other than director and officer insurance coverage that we maintain for our directors and officers, the Company does not provide material executive-specific health and welfare benefits or perquisites.

We also do not provide employees, including our named executive officers, any other retirement benefits, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans or nonqualified defined contribution plans.

Executive Compensation Arrangements

Each of the Company’s current named executive officers is an at-will employee, although we have provided Ms.

Muller and Mr.

Brasel with offer letters reflecting the key terms of their employment with us.

The key terms of employment of each named executive officer, as in effect on December 31, 2025, are described below.

Chief Executive Officer — Elizabeth A.

Muller’s employment is governed by an offer letter, effective December 9, 2025, pursuant to which she serves as the Company’s Chair, President, and Chief Executive Officer on an at-will basis.

Muller receives an annual base salary of $475,000 and is eligible to receive an annual performance-based cash bonus with a target opportunity equal to 50% of her base salary.

In addition, Ms.

Muller was granted equity awards consisting of (i) an option to purchase 183,150 shares of the Company’s common stock and (ii) 549,451 RSU’s, each of which vests monthly over a four-year period, subject to a one-year cliff and Ms.

Muller’s continued service to the Company.

The offer letter also provides that Ms.

Muller is eligible to participate in the Company’s Executive Severance and Change in Control Policy, as described below.

The terms of the offer letter were approved by the Company’s Compensation Committee.

Muller participates in the Company’s employee benefit programs on the same basis as other senior executives and is subject to the Company’s Proprietary Information & Intellectual Property Agreement.

Chief Technology Officer — Richard A.

Muller serves as the Company’s Chief Technology Officer on an at-will basis.

The Company has not entered into a written offer letter or employment agreement with Dr.

He receives an annual base salary of $300,000 and is eligible for an annual performance-based cash bonus with a target opportunity equal to 30% of his base salary.

His compensation, including any future adjustments or equity awards, is established from time to time by the board of directors and remains subject to approval by the Compensation Committee.

Chief Operating Officer — Michael Brasel

Brasel’s employment is governed by an offer letter, effective November 7, 2025, pursuant to which he serves as Chief Operating Officer on an at-will basis.

Brasel receives an annual base salary of $300,000, subject to periodic review, and is eligible for an annual performance-based cash bonus with a target opportunity equal to 30% of his base salary.

In connection with his appointment, Mr.

Brasel was granted an option to purchase 70,000 shares of the Company’s common stock at an exercise price equal to the fair market value on the date of grant, vesting over four years with a one-year cliff subject to Mr.

Brasel’s continued service to the Company, and otherwise subject to the 2025 Plan and applicable award agreement.

Brasel participates in the Company’s employee benefit programs on the same basis as other senior executives and is subject to the Company’s Proprietary Information & Intellectual Property Agreement.

Separation Agreement

In connection with his cessation of employment during the fiscal year ended December 31, 2025, Legacy Deep Fission entered into a separation agreement with Mr.

Thompson on September 4, 2025 (the “Separation Agreement”).

Pursuant to the Separation Agreement, subject to Mr.

Thompson releasing all claims against the Company, Legacy Deep Fission agreed, among other things, to pay Mr.

Thompson a lump sum cash severance payment equal to three months of his base salary, less applicable payroll deductions and withholdings, to grant Mr.

Thompson 72,753 fully vested shares of Legacy Deep Fission common stock, and to accelerate the vesting of 10,000 shares of previously granted Legacy Deep Fission common stock.

Potential Payments Upon Termination or Change in Control

The Compensation Committee adopted an Executive Severance and Change in Control Policy effective November 7, 2025.

The policy provides severance protections for executive officers who are designated by the board of directors as eligible to participate;

however, as of the date of this Annual Report on Form 10-K, Ms.

Muller is the only executive officer designated as eligible to participate in the policy, and no executive officer is currently entitled to receive any benefits under the policy.

Thompson’s separation was not governed by this policy.

The policy provides that, if an eligible executive’s employment is terminated by the Company without cause or the executive resigns for good reason, in each case, outside the context of a change in control of the Company, the executive would be eligible to receive severance benefits subject to the executive’s execution and non-revocation of a release of claims.

These severance benefits include continued payment of base salary for six months, a pro-rated portion of the executive’s target annual bonus for the year of termination, and continued health-care coverage (or a cash equivalent) for up to six months.

Unvested time-based equity awards would become vested with respect to the number of shares that would have vested had the executive remained employed for an additional six months, and performance-based equity awards would remain outstanding and eligible to vest in accordance with their original terms.

If an eligible executive’s employment is terminated by the Company without cause or the executive resigns for good reason, in each case, during the period beginning three months prior to a change in control and ending twelve months following the change in control, the policy provides enhanced severance benefits subject to the executive’s execution and non-revocation of a release of claims.

In such circumstances, an eligible executive would receive a lump-sum payment equal to 18 months of base salary, a lump-sum payment equal to the executive’s annual target bonus, and continued health-care coverage (or a cash equivalent) for up to 18 months.

Time-based equity awards would become fully vested, and performance-based equity awards would vest based on actual or target performance, as applicable under the policy and the terms of the governing award agreements.

The policy also includes a “best-net” cutback provision under Section 280G of the Code, pursuant to which parachute payments will be reduced only if doing so would result in a greater after-tax benefit to the executive.

No tax gross-ups are provided.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025, including unexercised stock options and unvested RSUs.

Jacobs resigned as an executive officer of the Company upon the closing of the Merger on September 5, 2025, and Mr.

Thompson ceased employment on August 20, 2025.

Jacobs nor Mr.

Thompson held any outstanding equity awards as of December 31, 2025, and accordingly, they are excluded from the table below.

Option Awards

Stock Awards (1)

Number of Securities

Unexercisable (#)

Vested ($) (3)

Elizabeth Muller

Richard Muller, Ph.D.

Michael Brasel

(1) Stock awards consist of RSUs granted under the 2025 Plan.

(2) The exercise prices in this column represent the fair market value of a share of the Company’s common stock on the date of grant, as determined by the board of directors.

(3) The market value of unvested stock awards is calculated based on the fair market value of the Company’s common stock on December 31, 2025, as determined by the board of directors.

(4) The stock options are subject to a four-year vesting schedule, with 25% of the options vesting on June 1, 2025 and 1/48th of the options vesting monthly over the 36-month period thereafter, subject to the executive’s continued employment through each vesting date.

(5) The stock options are subject to a four-year vesting schedule, with 25% of the options vesting on the first anniversary of the date of grant and 1/48th of the options vesting monthly over the 36-month period thereafter, subject to the executive’s continued employment through each vesting date.

(6) The RSUs are subject to a four-year vesting schedule, with 25% of the RSUs vesting on the first anniversary of the date of grant and 1/48th of the RSUs vesting monthly over the 36-month period thereafter, subject to the executive’s continued employment through each vesting date.

(7) The stock options are subject to a four-year vesting schedule, with 25% of the options vesting on January 1, 2025 and 1/48th of the options vesting monthly over the 36-month period thereafter, subject to the executive’s continued employment through each vesting date.

(8) The RSUs are subject to a four-year vesting schedule, with 25% of the RSUs vesting on December 9, 2025 and 1/48th of the RSUs vesting monthly over the 36-month period thereafter, subject to the executive’s continued employment through each vesting date.

Legacy Deep Fission’s 2025 Equity Incentive Plan (Pre-Merger) and Outstanding Awards Thereunder

Pursuant to the Merger Agreement and upon the closing of the Merger, we assumed the options issued pursuant to the Pre-Merger 2025 Plan (the “Assumed Options”).

The exercise price per share of each Assumed Option is equal to the exercise price of the option immediately prior to the Effective Time (rounded up to the nearest whole cent).

Each Assumed Option shall be subject to the terms and conditions of the Pre-Merger 2025 Plan until such outstanding options are exercised or until they terminate or expire by their terms.

No further awards shall be made under the Pre-Merger 2025 Plan, and Deep Fission’s board or a committee thereof has succeeded to the authority and responsibility of Legacy Deep Fission’s board of directors or any committee thereof with respect to each Assumed Option.

Our 2025 Equity Incentive Plan (Post-Merger)

Pursuant to the Merger Agreement and immediately prior to the closing of the Merger, we adopted the 2025 Plan, which provides for the issuance of incentive awards consisting of stock options, restricted stock awards, RSUs, stock appreciation rights, performance awards, cash awards and stock bonus awards.

We have initially reserved 9,500,884 shares of the Company’s common stock for future issuances of incentive awards under the 2025 Plan at the discretion of our Board to officers, employees, consultants and directors.

The number of shares reserved for issuance under our 2025 Plan will increase automatically on January 1 of each calendar year for a period of up to nine years, beginning on January 1, 2027 and continuing through and including January 1, 2035, in an amount equal to the lesser of (i) 5% of the shares of Common Stock outstanding on the last day of the immediately preceding calendar year, and (ii) such lesser amount as determined by the board of directors in its discretion.

Our 2025 Employee Stock Purchase Plan

Pursuant to the Merger and immediately prior to the closing of the Merger, we adopted our 2025 Employee Stock Purchase Plan (the “2025 ESPP”), which allows for eligible U.S.

employees to purchase our common shares in a manner that may qualify for favorable tax treatment under Section 423 of the Code.

The 2025 ESPP will also permit the grant of purchase rights that do not qualify for such favorable tax treatment in order to allow deviations necessary to permit participation by eligible employees who are foreign nationals or employed outside of the U.S.

while complying with applicable foreign laws.

We have initially reserved 1,000,000 shares of common stock for issuance under the 2025 ESPP.

Shares issuable under the 2025 ESPP may be shares of authorized but unissued or reacquired common stock, including shares purchased by the Company on the open market.

The number of shares of our common stock reserved for issuance under the 2025 ESPP will increase automatically on January 1 of each calendar year for a period of up to nine years, beginning on January 1, 2027 and continuing through and including January 1, 2035, in an amount equal to the lesser of (i) 1% of the total number of shares of our common stock outstanding on the last day of the immediately preceding calendar year, (ii) 2,000,000 shares and (iii) such lesser amount as determined by the board of directors in its discretion.

As of the date hereof, no shares of our common stock have been purchased under the 2025 ESPP.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2026 by:

● each of our named executive officers;

● each of our directors;

● all of our current directors and executive officers as a group;

● each person, or group of affiliated persons, who beneficially own more than 5% of our common stock.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of common stock that they beneficially owned, subject to applicable community property laws.

The percentage of shares beneficially owned is computed on the basis of 56,207,422 shares of common stock outstanding as of March 31, 2026.

Shares of common stock that a person has the right to acquire within 60 days of March 31, 2026 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group.

Unless otherwise indicated, the address of each beneficial owner in the table below is 2001 Addison St., Suite 300, Berkeley, California 94704.

Beneficial Ownership

Name of Beneficial Owner

5% stockholders

Entities affiliated with 8VC (1)

Mark Tompkins

EE Holdings Limited (2)

Directors and named executive officers

Jonathan Angell (3)

Michael Brasel (4)

Blake Janover

Elizabeth Muller (5)

Richard Muller (6)

Leslie Goldman Tepper (7)

Directors and executive officers as a group (10 persons)

* Represents beneficial ownership of less than one percent of the outstanding shares of common stock.

Consists of (i) 65,319 shares of common stock held by 8VC Entrepreneurs Fund V, L.P.

(“8VC Entrepreneurs”) and (ii) 4,601,311 shares of common stock held by 8VC Fund V, L.P.

(“8VC” and, together with 8VC Entrepreneurs, the “8VC Entities”).

8VC GP V, LLC (“8VC GP V”), as general partner of each of the 8VC Entities, has sole voting and dispositive power with respect to the securities held by the 8VC Entities.

Joe Lonsdale, in his capacity as the managing member of 8VC GP V, has sole voting and dispositive power with respect to the shares held by the 8VC Entities.

Lonsdale and 8VC GP V disclaim beneficial ownership of the shares held by the 8VC Entities.

The address of the principal business and office of each of the 8VC Entities is 907 South Congress Avenue, Austin, TX 78704.

The address for EE Holdings Limited is 3rd Floor, 44 Esplanade, St.

Helier, Jersey, JE4 9WG.

Consists of (i) 324,517 shares of common stock owned by Mr.

Angell and (ii) 100,000 shares of common stock issuable upon vesting of RSUs under the 2025 EIP within 60 days of March 31, 2026.

Consists of 51,964 shares of common stock owned by Mr.

Consists of (i) 5,196,423 shares of common stock owned by Ms.

Muller and (ii) 5,057,852 shares of common stock held by the Muller Family Trust (the “Muller Trust”).

In her capacity as trustee of the Muller Trust, Ms.

Muller controls the right to vote and dispose of the shares held by the Muller Trust and accordingly, may be deemed to beneficially own the shares held by the Muller Trust.

Muller expressly disclaims beneficial ownership of all securities held by the Muller Trust except to the extent of her pecuniary interest therein.

Consists of (i) 5,196,423 shares of common stock and 365,266 options of common stock owned by Mr.

Muller and (ii) 27,057 options of common stock issuable upon vesting within 60 days of March 31, 2026.

Consists of 100,000 shares of common stock issuable upon vesting of RSUs under the 2025 EIP within 60 days of March 31, 2026.

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of December 31, 2025.

Information is included for equity compensation plans approved by our stockholders.

We do not have any equity compensation plans not approved by our stockholders.

Available for

Securities to

Issuance Under Equity

Plan Category

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders

(1) Includes 1,461,062 shares of common stock that may be issued under the Pre-Merger 2025 Plan, 9,500,884 shares of common stock that may be issued under the 2025 Plan, and 1,000,000 shares of common stock that may be issued under the 2025 ESPP.

Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

Other than compensation arrangements for our directors and executive officers, which are described elsewhere in this Annual Report, below is a description of transactions since January 1, 2024 to which we, Legacy Deep Fission, and Surfside were a party or will be a party, in which:

The amounts involved exceeded or will exceed $120,000;

Any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

Other than as described below, there have not been transactions to which we, Legacy Deep Fission or Surfside have been a party other than compensation arrangements, which are described under Item 11 , “ Executive Compensation ”.

Legacy Deep Fission

Simple Agreement for Future Equity

In January 2024, Legacy Deep Fission issued to 8VC Fund V, L.P.

and 8VC Entrepreneurs Fund V, L.P.

SAFE Notes of $493,000 and $7,000, respectively.

In May 2024, Legacy Deep Fission issued to 8VC Fund V, L.P.

and 8VC Entrepreneurs Fund V, L.P.

SAFE Notes of $986,000 and $14,000, respectively.

In connection with the Merger, 8VC Fund V, L.P.’s and 8VC Entrepreneurs Fund V, L.P.’s SAFE Notes converted into 4,601,314 and 65,319 shares of common stock, respectively.

As a result, 8VC Fund V, L.P.

and 8VC Entrepreneurs Fund V, L.P.

collectively hold 8.30% of our common stock as of March 31, 2026.

Pre-Merger Indemnification Agreements

On the Merger Closing Date, we entered into indemnification agreements with our former executive officers and directors, pursuant to which we agreed to indemnify such former executive officers and directors for actions taken by them in their official capacities relating to the consideration, approval and consummation of the Merger and certain related transactions.

2025 Registration Rights Agreement

In connection with the Merger and the closing of the Private Placement, we entered into a registration rights agreement (the “2025 Registration Rights Agreement”) with each of the persons or entities who have purchased and/or are holding Registrable Shares (as defined below), as applicable, including Elizabeth Muller, President and Chief Executive Officer of the Company, Richard Muller, Chief Technology Officer of the Company, Michael Brasel, Chief Operating Officer of the Company, Mark Peres, Chief Nuclear Officer of the Company, William (Mark) Schmitz, Chief Financial Officer of the Company, Jonathon Angell, a director of the Company, Leslie Goldman Tepper, a director of the Company, Mark Tompkins, former director of Surfside and 5% or greater holder of our Company, Ian Jacobs, former director of Surfside, Malcolm Thompson, former Chief Operating Officer, 8VC Fund V, L.P and 8VC Entrepreneurs Fund V, L., collectively a 5% or greater holder of our Company, and EE Holdings Limited, a 5% or greater holder of our Company, pursuant to which we have agreed that promptly, but no later than 45 calendar days after the date of filing the Current Report on Form 8-K relating to the closing of the Merger, we will file, subject to customary exceptions, a registration statement, and cause such registration statement to become effective and remain effective, current and up-to-date for the applicable time period, with the SEC, covering sale, transfer or disposition of (i) the shares of our common stock issued in the Private Placement;

(ii) the shares of our common stock issuable upon exercise of the warrants issued to each of the U.S.

registered broker-dealers acting as placement agents in connection with the Private Placement;

(iii) the shares of our common stock issued in exchange for all of the equity securities of Legacy Deep Fission that were outstanding immediately prior to the Closing;

(iv) the Retained Pre-Merger Shares;

and (v) the Advisor Shares ((i)-(v) collectively, the “Registrable Shares”), subject to the prior receipt by the Company of the selling stockholder information regarding the holders of the Registrable Shares required to be included in the registration statement under applicable SEC rules and regulations.

2026 Registration Rights Agreement

In connection with the closing of the 2026 Private Placement (as defined below), we entered into a registration rights agreement (the “2026 Registration Rights Agreement”) with each of the persons or entities who have purchased and/or are holding 2026 Registrable Shares (as defined below), as applicable, including Mark Tompkins, former director of Surfside and 5% or greater holder of our Company, Ian Jacobs, former director of Surfside, and EE Holdings Limited, a 5% or greater holder of our Company, pursuant to which we have agreed that promptly, but no later than 30 calendar days after the date of closing of the 2026 Private Placement, we will file, subject to customary exceptions, a registration statement, and cause such registration statement to become effective and remain effective, current and up-to-date for the applicable time period, with the SEC, covering sale, transfer or disposition of the shares of our common stock issued in the 2026 Private Placement and the shares of our common stock issuable upon exercise of the warrants issued to each of the U.S.

registered broker-dealers acting as placement agents in connection with the 2026 Private Placement (collectively, the “2026 Registrable Shares”), subject to the prior receipt by the Company of the selling stockholder information regarding the holders of the 2026 Registrable Shares required to be included in the registration statement under applicable SEC rules and regulations.

Post-Merger Indemnification Agreements

On the Merger Closing Date, we entered into indemnification agreements with each of our current directors and executive officers.

The indemnification agreements, together with our amended and restated certificate of incorporation and our amended and restated bylaws, require us to indemnify our directors and executive officers to the fullest extent not prohibited by Delaware General Corporate Law.

Subject to very limited exceptions, our amended and restated bylaws also require us to advance expenses incurred by our directors and officers.

Lock-Up Agreements

In connection with the execution of the Merger Agreement, certain Legacy Deep Fission stockholders entered into lockup agreements with us, including Elizabeth Muller, President and Chief Executive Officer of the Company, Richard Muller, Chief Technology Officer of the Company, Michael Brasel, Chief Operating Officer of the Company, Mark Peres, Chief Nuclear Officer of the Company, William (Mark) Schmitz, Chief Financial Officer of the Company, Jonathon Angell, a director of the Company, and 8VC Fund V, L.P.

and 8VC Entrepreneurs Fund V, L., collectively a 5% or greater holder of our Company, pursuant to which such stockholders agreed, subject to certain customary exceptions, to not transfer any shares of Common Stock held by them prior to the date that is the earliest of (x) six months following the listing of the Company’s common stock on a national securities exchange, and (y) the date following the Merger Closing Date on which the Company consummates a liquidation, merger, tender offer, or similar transaction resulting in all of its stockholders having the right to exchange their shares of common stock for cash, securities, or other property.

Participation in the Private Placement

On September 5, 2025, we and certain accredited and institutional investors entered into the Subscription Agreements pursuant to, and on the terms and subject to the conditions of which, such investors collectively subscribed for and agreed to purchase in the Private Placement an aggregate of 10,000,000 shares of common stock at a purchase price of $3.00 per share, resulting in an aggregate purchase price of $30,000,000.

Mark Tompkins, former director of Surfside and 5% or greater holder of our Company, subscribed to purchase 1,083,333 shares of common stock in the Private Placement for an aggregate purchase price of $3,250,000.

Ian Jacobs, former director of Surfside, subscribed to purchase 50,000 shares of common stock in the Private Placement for an aggregate purchase price of $150,000.

In addition, EE Holdings Limited, a 5% or greater holder of our Company, subscribed to purchase 2,866,667 shares of common stock in the Private Placement for an aggregate purchase price of $8,600,000.

Participation in the 2026 Private Placement

On February 5, 2026, we and certain accredited and institutional investors entered into subscription agreements that pursuant to, and on the terms and subject to the conditions of which, such investors collectively subscribed for and agreed to purchase an aggregate of 5,333,333 shares of common stock at a purchase price of $15.00 per share, resulting in an aggregate purchase price of $80,000,000 (the “2026 Private Placement”).

Mark Tompkins, former director of Surfside and 5% or greater holder of our Company, subscribed to purchase 200,000 shares of common stock in the 2026 Private Placement for an aggregate purchase price of $3,000,000.

Ian Jacobs, a former director of Surfside, subscribed to purchase 10,000 shares of common stock in the 2026 Private Placement for an aggregate purchase price of $150,000.

In addition, EE Holdings Limited, a 5% or greater holder of our Company, subscribed to purchase 200,000 shares of common stock in the 2026 Private Placement for an aggregate purchase price of $3,000,000.

Related Party Transactions Policy

We have adopted a written Related Person Transaction Policy to ensure that transactions between the Company and any related person are identified, reviewed, and approved or ratified in accordance with applicable securities laws, including Item 404 of Regulation S-K.

Under this policy, a “Related Person” includes any of our directors, director nominees, executive officers, beneficial owners of more than 5% of any class of our voting securities, their immediate family members, and any entity in which any such person has a direct or indirect material interest or controls 10% or more of the entity.

A “Related Person Transaction” is any transaction, arrangement, or relationship in which the Company is or will be a participant, the amount involved exceeds $40,000, and a Related Person has or will have a direct or indirect material interest.

As a smaller reporting company, we use a $40,000 threshold because it reflects the “lesser of” standard under Item 404(d) of Regulation S-K, which for the Company is approximately 1% of the average total assets for the last two completed fiscal years.

The policy excludes transactions involving compensation approved by the board of directors or its committees, transactions broadly available to employees on similar terms, and situations where a Related Person’s interest arises solely from service as a director of another entity transacting with the Company.

Each director and executive officer must complete an annual questionnaire to assist in identifying potential Related Person Transactions, and all Related Persons are required to promptly notify the Company of any proposed transaction that may require review.

Before we enter into any Related Person Transaction, the related person (or an appropriate officer) must provide the Audit Committee with information regarding the proposed transaction, including its terms, purpose, and business rationale.

The Audit Committee reviews each proposed transaction and considers, among other factors, whether the terms are fair to the Company, whether they are comparable to those available with unrelated third parties, the business purpose of the transaction, the materiality of the Related Person’s interest, the overall benefit to the Company, and whether the transaction could impair the independence of any director.

A Related Person Transaction will be approved only if the Audit Committee determines that it is fair to the Company and in the best interests of our stockholders.

If the Company inadvertently enters into a Related Person Transaction without prior approval, the transaction must be submitted to the Audit Committee for prompt review and determination whether to ratify, amend, or terminate the arrangement.

All Related Person Transactions approved in accordance with this policy will be disclosed as required under Item 404 of Regulation S-K.

The Audit Committee administers the policy and may adopt additional procedures or engage advisors as necessary.

Director Independence

Although our common stock is not listed on a national securities exchange, we evaluated the independence of our directors using the independence standards of the Nasdaq Stock Market (“Nasdaq”), which we follow voluntarily.

Following this review, our board of directors determined that:

● Leslie Goldman Tepper, Blake E.

Janover and Thomas S.

Glanville are independent under Nasdaq independence standards.

● Elizabeth A.

Muller is not independent, due to her role as President and Chief Executive Officer.

● Jonathon Angell is not independent under Nasdaq independence standards due to his prior service as an officer of the Company, although he qualifies as a non-employee director for purposes of Rule 16b-3.

In reaching these determinations, the board of directors considered information regarding each director’s professional and personal relationships, prior interactions with the Company, and beneficial ownership of Company securities.

Principal Accounting Fees and Services

Grassi & Co., CPAs, P.C.

was the Company’s independent registered public accounting firm for years 2024 and 2023.

Set below are aggregate fees billed by

Grassi for professional services rendered for the years ended December 31, 2024 and 2023.

The fees for the audit services billed and to

be billed by Grassi for the year ended December 31, 2024, amounted to $18,025 and $17,250, respectively.

The following table sets forth the fees billed for the fiscal year ended December 31, 2024 by our former independent auditor, dbbmckennon, and for the fiscal years ended December 31, 2025 and 2024 by our current independent auditors, Grant Thornton, LLP.

On February 27, 2026, Grant Thornton, LLP was appointed as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and 2025.

Year Ended December 31,

Fees Billed (1)

Grant Thornton

Audit-related fees

There were no audit-related fees billed by Grassi

for the years ended December 31, 2024 and 2023.

The fees for the tax services billed and to be

billed by Grassi for professional services for tax compliance, tax advice, and tax planning for the year ended December 31, 2024 and 2023,

amounted to $2,525 and $2,500, respectively.

All other fees

There were no fees billed by Grassi for other

products and services for the years ended December 31, 2024 and 2023.

Audit Committee’s Pre-Approval Process

The Company does not have a standing audit committee

or a committee performing similar functions.

Exhibits, Financial Statement Schedules.

We have filed the following documents as part

of this Form 10-K:

(1) Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements, review of quarterly financial statements, assistance with registrations statements filed with the SEC, and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay any fees for consultations concerning financial accounting and reporting standards for the fiscal years ended December 31, 2025 and 2024.

Tax fees include professional services rendered in connection with tax compliance and preparation of tax returns.

We did not pay any fees for tax related fees for the fiscal years ended December 31, 2025 and 2024.

All Other Fees

All other fees relate to professional services are not included in the categories above.

We did not pay any other fees for the fiscal years ended December 31, 2025 and 2024.

Procedures For Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

Our audit committee was formed on November 7, 2025, after the consummation of the Merger.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

The board of directors adopted a pre-approval policy that provides guidelines for the audit, audit-related, tax, and other permissible non-audit services that may be provided by the independent auditors.

The policy identifies the guiding principles that must be considered by the audit committee in approving services to ensure that the auditors’ independence is not impaired.

Under the policy, the audit committee annually, and from time to time, pre-approves the audit engagement fees and terms of all audit and permitted non-audit services to be provided by the independent auditors.

The audit committee has determined that all services performed by dbbmckennon were compatible with maintaining the independence of the firms.

Exhibits and Financial Statements Schedules

(a) The following documents are filed as part of this Annual Report:

(1) Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations for the Years Ended December 31, 2024 and 2023

Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023

Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)

Balance Sheets

Statements of Operations

Statements of Stockholders’ Equity (Deficit)

Statements of Cash Flows

Notes to Financial Statements

(2) Financial Statement Schedules

All schedules have been omitted because they are

not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is

otherwise included.

Certificate of Incorporation (incorporated by reference from the corresponding numbered exhibit in the Company’s registration statement on Form 10 filed with the SEC on March 21, 2022)

By-Laws (incorporated by reference from the corresponding numbered exhibit in the Company’s registration statement on Form 10 filed with the SEC on March 21, 2022)

Description of Registrant’s Securities (incorporated by reference from Item 11 of the Company’s registration Statement on Form 10 filed with SEC on March 18, 2022)

Promissory Note issued by the Company to Mark Tompkins, dated December 10, 2021 (incorporated by reference from the corresponding numbered exhibit in the Company’s registration statement on Form 10 filed with the SEC on March 21, 2022)

Common Stock Purchase Agreement by and between the Company and Mark Tompkins, dated December 10, 2021 (incorporated by reference from the corresponding numbered exhibit in the Company’s registration statement on Form 10 filed with the SEC on March 21, 2022)

Common Stock Purchase Agreement by and between the Company and Ian Jacobs, dated December 10, 2021 (incorporated by reference from the corresponding numbered exhibit in the Company’s registration statement on Form 10 filed with the SEC on March 21, 2022)

Certification of Principal Executive, Financial and Accounting Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive, Financial and Accounting Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

Furnished herewith

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Annual Report.

We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index.

Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.

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

Form 10-K Summary.

Not applicable.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

SURFSIDE ACQUISITION INC.

March 28, 2025

/s/ Ian Jacobs

President, Chief Executive Officer,

Chief Financial Officer, Secretary and Director

(Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/s/ Ian Jacobs

President, Chief Executive Officer, Chief Financial Officer,

March 28, 2025

Secretary and Director

(Principal Executive Officer, Principal Financial Officer, and

Principal Accounting Officer)

/s/ Mark Tompkins

March 28, 2025

Mark Tompkins

ACQUISITION INC.

December 31, 2024

INDEX TO FINANCIAL STATEMENTS

Index to Financial Statements

DEEP FISSION, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 248 )

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations for the Years Ended December 31, 2024 and 2023

Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023

Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors

Surfside Acquisition, Inc.

Boca Raton, Florida

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Stockholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Deep Fission, Inc.

Opinion on the financial statements

We have audited the accompanying balance sheets

of Surfside Acquisition, Inc.

(the “Company”) as of December 31, 2024 and 2023, and the related statements of operations,

changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended,

in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s

Ability to Continue as a Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 6 to the financial statements, the Company has

incurred losses from inception, which raises substantial doubt about its ability to continue as a going concern.

Management’s plans

in regard to these matters are also described in Note 6.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

We have audited the accompanying consolidated balance sheets of Deep Fission, Inc.

(a Delaware corporation) and subsidiary (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Restatement of prior period financial statements

As discussed in Note 2, the 2024 consolidated financial statements have been restated to correct misstatements.

Going concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company incurred a net loss of $61.0 million during the year ended December 31, 2025, and as of that date, had an accumulated deficit of $66.7 million.

These conditions, along with other matters as set forth in Note 1, raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

GRASSI & CO., CPAs, P.C.

PCAOB ID # 606

We have served as the Company’s auditors since 2022.

Jericho, New York

March 28, 2025

SURFSIDE ACQUISITION INC.

BALANCE SHEETS

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2026.

Dallas, Texas

April 15, 2026

Consolidated Financial Statements

DEEP FISSION, INC.

Consolidated Balance Sheets

(As Restated)

Current assets

Cash and cash equivalents

Prepaid expenses and other current assets

SAFE note subscription receivable

Total current assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Property and equipment, net

Long term prepaid expenses

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities

Accounts payable and accrued expenses

Note payable - stockholder

Accounts payable

Accrued expenses

Accrued compensation

RSU liability award

Total current liabilities

Total liabilities

Commitments and contingencies

Stockholders’ deficit

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized;

none issued and outstanding

Common stock, $ 0.0001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding

Commitments and contingencies (Note 6)

Stockholders’ equity (deficit)

Common stock, par value $ 0.0001 per share, 300,000,000 shares authorized, 51,099,089 and 16,320,839 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital

Accumulated deficit

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

See accompanying notes to financial statements.

SURFSIDE ACQUISITION INC.

STATEMENTS OF OPERATIONS

For the Years Ended

( 66,727,099 )

( 5,724,145 )

Total stockholders’ equity (deficit)

( 4,081,821 )

Total liabilities and stockholders’ equity (deficit)

The accompanying notes are an integral part of these consolidated financial statements.

DEEP FISSION, INC.

Consolidated Statements of Operations

For the Years Ended December 31,

(As Restated)

Operating expenses

General and administrative expenses

Loss from operations

Weighted average common stock outstanding, basic and diluted

Net loss per share of common stock, basic and diluted

See accompanying notes to financial statements.

SURFSIDE ACQUISITION INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’

For the Years Ended December 31, 2024 and 2023

Research and development expenses

Operating expenses

Operating loss

( 21,384,169 )

( 4,103,003 )

Other non-operating income (expense)

Interest income

Change in fair value of SAFE Notes

( 39,834,049 )

( 1,631,446 )

Total non-operating expense

( 39,618,785 )

( 1,610,366 )

( 61,002,954 )

( 5,713,369 )

Basic and diluted weighted average shares outstanding of common stock

Basic and diluted net loss per share of common stock

The accompanying notes are an integral part of these consolidated financial statements.

DEEP FISSION, INC.

Consolidated Statements of Stockholders’ Equity (Deficit)

Stockholders’

Balances – December 31, 2022

Balances - December 31, 2023

Balances - December 31, 2024

Equity (Deficit)

Balance at December 31, 2023 (As Restated)

Stock-based compensation - restricted stock

Issuance of restricted stock awards

( 5,713,369 )

See accompanying notes to financial statements.

SURFSIDE ACQUISITION INC.

STATEMENTS OF CASH FLOWS

For the Years Ended

Balance at December 31, 2024 (As Restated)

( 5,724,145 )

( 4,081,821 )

Stock-based compensation

Issuance of restricted stock awards

Issuance of common stock upon conversion of SAFE Notes

Issuance of common stock to PIPE investors

Offering costs

( 2,909,740 )

Issuance of placement agent warrants (equity component)

Issuance costs – placement agent warrants (non-cash)

Issuance of common stock to new shareholders upon merger

( 61,002,954 )

Balance at December 31, 2025

( 66,727,099 )

The accompanying notes are an integral part of these consolidated financial statements.

DEEP FISSION, INC.

Consolidated Statements of Cash Flows

For the Year Ended December 31,

(As Restated)

Cash flows from operating activities:

( 61,002,954 )

( 5,713,369 )

Adjustments to reconcile net loss to net cash used in operating activities:

Accounts payable and accrued expenses

Change in fair value of SAFE notes

Stock-based compensation

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable

Accrued expenses

Accrued compensation

Net cash used in operating activities

( 13,051,195 )

( 2,799,642 )

Cash flows from investing activities:

Purchases of property and equipment

Net cash used in investing activities

Cash flows from financing activities:

Repayments of stockholder advances

Proceeds from note payable - stockholder

Proceeds from exercise of restricted stock awards

Proceeds from SAFE notes

Proceeds from private placement

Offering costs paid

( 2,909,740 )

Payment of related party loan

Net cash provided by financing activities

Net change in cash

Cash - beginning of year

Cash - end of year

See accompanying notes to financial statements.

Net increase in cash and cash equivalents

Cash and cash equivalents, beginning of the year

Cash and cash equivalents, end of the year

Supplemental cash flow information:

Subscription of SAFE notes

Conversion of SAFE Notes into common stock

The accompanying notes are an integral part of these consolidated financial statements.

Description of Business and Basis of Presentation

Deep Fission, Inc.

(“Deep Fission” or the “Company”) was incorporated on July 17, 2023, under the laws of the state of Delaware.

Surfside Acquisition Inc.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024

Nature of Operations

Surfside Acquisition Inc, (the “Company”)

was incorporated in the State of Delaware on December 10, 2021.

The Company’s management has chosen December 31st for its fiscal

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 traded

The Company’s principal business objective is 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 target companies to any specific business, industry,

or geographical location.

The analysis of business opportunities will be undertaken by, or under the supervision of, the officer and directors

of the Company.

Basis of Presentation and Summary

of Significant Accounting Policies

(“Surfside”) was incorporated in the State of Delaware on December 10, 2021.

Prior to the Merger (as defined below), Surfside was a “shell company” (as defined in Rule 12b-2 under Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

On September 5, 2025, Surfside completed a merger (the “Merger”) with Deep Fission Nuclear, Inc.

(formerly known as Deep Fission, Inc.), a private Delaware corporation (“Legacy Deep Fission”), pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), under which a wholly owned subsidiary of Surfside merged with and into Legacy Deep Fission, with Legacy Deep Fission continuing as the surviving corporation and becoming a wholly owned subsidiary of Surfside.

In connection with the transaction, Surfside changed its name to Deep Fission, Inc.

For financial reporting purposes, the transaction was treated as a recapitalization and reverse acquisition, with Legacy Deep Fission considered the accounting acquirer.

See below, Recapitalization , for the accounting of the Merger.

Following the consummation of the Merger, the business previously conducted by Legacy Deep Fission became the business conducted by the Company.

The Company’s headquarters are located in Berkeley, California.

The Company is a nuclear energy technology company developing a small modular reactor based on established pressurized water reactor technology, with novel emplacement in deep boreholes approximately one mile below the Earth’s surface.

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.

Deep Fission’s 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.

Basis of Presentation

The accompanying financial statements have been

prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The accompanying consolidated financial statements for the years ended December 31, 2025 and 2024 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

The consolidated financial statements include the results of the Company and its wholly owned or controlled subsidiary.

All intercompany transactions and balances have been eliminated during consolidation.

For accounting purposes, the Merger was treated as a reverse recapitalization outside the scope of ASC 805 (see Organization above and Recapitalization below), with Legacy Deep Fission considered the accounting acquirer and the Company (formerly Surfside Acquisition Inc.) considered the legal acquirer.

Accordingly, these consolidated financial statements represent a continuation of the financial statements of Legacy Deep Fission, with the Merger reflected as the equivalent of Legacy Deep Fission issuing shares for the net assets of Surfside, accompanied by a recapitalization.

All periods prior to the Merger reflect the historical financial position, results of operations, and cash flows of Legacy Deep Fission.

The consolidated financial statements are presented in the name of the legal parent;

however, they represent the historical operations of Legacy Deep Fission.

The number of shares and corresponding capital amounts and earnings per share, where applicable, have been retroactively restated to reflect the Common Share Conversion Ratio established in connection with the Merger.

No goodwill or other intangible assets were recorded as a result of the transaction.

Liquidity and Going Concern

As of December 31, 2025 and 2024, the Company’s cash and cash equivalents were $ 23,719,422 and $ 6,728,895 , respectively.

The Company continues to incur significant operating losses.

For the years ended December 31, 2025 and 2024, the Company had a net loss of $ 61,002,954 and $ 5,713,369 , respectively, and net cash used in operating activities of $ 13,051,195 and $ 2,799,642 , respectively.

As of December 31, 2025 and 2024, the Company had accumulated deficits of $ 66,727,099 and $ 5,724,145 , respectively.

Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company’s business plan and develop and market its products and services.

These circumstances raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued.

Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to establish a source of revenue and raise additional capital to fund its operations.

The Company plans to access capital resources through possible public or private equity issuances, debt financings, corporate collaborations, and other means.

The Company has historically been able to raise capital through equity and equity-linked instruments, such as Simple Agreements for Future Equity (“SAFE Notes”) and private placement equity issuances, although no assurance can be provided that it will continue to be successful in raising capital in the future.

While the Company believes that it has a reasonable basis for its expectation that it will be able to raise additional funds, there is no assurance that the Company will be able to complete additional financing in a timely manner.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern due to the inability to obtain adequate financing in the future.

Recapitalization

As described above, Legacy Deep Fission continued as the surviving corporation and became the Company’s wholly owned subsidiary following the Merger.

The Merger was accounted for as a reverse recapitalization and Legacy Deep Fission was considered the accounting acquirer for financial reporting purposes.

This determination was based on the facts that, immediately following the Merger:

● the assets of Legacy Deep Fission represented a significant majority of the assets of the combined company;

● Legacy Deep Fission stockholders have a majority of the voting power of the combined company;

● Legacy Deep Fission designated the entire governing body of the combined company;

● the executive officers of the combined company immediately after the closing of the Merger are the same individuals as those of Legacy Deep Fission immediately prior to the closing of the Merger;

● Legacy Deep Fission’s operations comprise the ongoing operations of the combined company.

At the effective time of the Merger, each outstanding share of Legacy Deep Fission capital stock (after giving effect to the conversion of all SAFE Notes of Legacy Deep Fission into shares of Legacy Deep Fission common stock) was converted into the right to receive 17.32141 shares of the Company’s common stock, rounded to the nearest whole share (“Common Share Conversion Ratio”).

Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the Common Share Conversion Ratio.

There was no effect on the number of shares of common stock or preferred stock authorized for issuance under the Company’s amended and restated certificate of incorporation or the par value of such securities.

On September 5, 2025, we issued 85,000 shares of our common stock to an accredited investor (the “Advisor”) in consideration for services rendered in connection with the Merger.

On September 5, 2025, the Company issued an aggregate of 10,000,000 shares of its common stock at a purchase price of $ 3.00 per share in a private placement (the “Private Placement”) to certain accredited and institutional investors for aggregate gross consideration of $ 30.0 million.

The Company also issued warrants issued to each of the U.S.

registered broker-dealers acting as placement agents in connection with the Private Placement representing the right to acquire, on the terms set forth therein, 586,666 shares of its common stock.

Total Legacy Deep Fission shares outstanding prior to Merger

Shares issued to Surfside shareholders

Shares issued to Advisor

Shares issued to Private Placement

Total shares outstanding immediately following the Merger

Restatement of Previously Issued Consolidated Financial Statements

In connection with the preparation of the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2025, the Company discovered errors relating to certain inputs and assumptions used in the valuation models for the Company’s SAFE Notes and stock-based compensation expense, which were used to record the fair value of the SAFE Notes and stock-based compensation expense for various equity agreements.

The errors resulted in an overstatement of the fair value of SAFE Notes and an understatement of stock-based compensation expense.

As previously announced in the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2026, on April 9, 2026, the Audit Committee of the Company’s board of directors, in consultation with management, concluded that the audited consolidated financial statements for the fiscal year ended December 31, 2024 and for the period from July 17, 2023 (inception) through December 31, 2023, and the unaudited condensed consolidated financial statements for the six month periods ended June 30, 2024 and 2025, and the three- and nine-month periods ended September 30, 2024 and 2025 of the Company could no longer be relied upon as a result of the misstatement.

Furthermore, the misstatement was evaluated under both rollover and iron curtain methods in accordance with ASC 250, and determined to be quantitatively material to certain previously issued financial statements of the Company and as a result, the Company has restated its consolidated financial statements for the periods presented herein.

The restatement includes adjustments to SAFE notes, stock-based compensation expense, net loss, and net loss per share.

The misstatement had no material impact on reported cash flows during the period, as the valuations pertained to non-cash transactions.

Although management did not conduct a formal assessment of internal control over financial reporting in accordance with Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Corporation Finance Interpretations, as a result of the misstatement and the related restatement, the Company identified material weaknesses in its internal control over financial reporting, which caused its management to conclude that the Company did not maintain effective internal control over financial reporting as of December 31, 2024 and 2025 due to lack of formal controls and standardized procedures related to financial reporting and historical equity accounting processes.

The impacts of the restatement are summarized below:

Consolidated Balance Sheet – As of January 1, 2024

As Previously Reported

( 1,085,061 )

Total liabilities

( 1,085,061 )

Total stockholders’ equity (deficit)

Consolidated Balance Sheet – As of December 31, 2024

As Previously Reported

SAFE Notes subscription receivable

( 4,441,280 )

Total liabilities

( 4,441,280 )

Total stockholders’ deficit

( 8,513,101 )

( 4,081,821 )

Consolidated Statement of Operations – For the year ended December 31, 2024

As Previously Reported

Operating expenses:

General and administrative expenses

Research and development expenses

Other non-operating income (expense):

Change in fair value of SAFE Notes

( 4,987,665 )

( 1,631,446 )

( 8,029,236 )

( 5,713,369 )

Basic and diluted weighted average shares outstanding of common stock

( 3,840,316 )

Basic and diluted net loss per share of common stock

Consolidated Statement of Stockholders’ Equity (Deficit) for the year ended December 31, 2024

As Previously Reported

Balance at December 31, 2023

Stock-based compensation

Balance at December 31, 2024

Consolidated Statement of Cash Flows for the year ended December 31, 2024

As Previously Reported

Cash flows from operating activities:

Change in fair value of SAFE Notes

Stock-based compensation

All referenced amounts for prior period in these financial statements and the notes herein reflect the balances and amounts on a restated basis.

Summary of Significant Accounting Policies

The accompanying consolidated financial statements reflect the application of the accounting policies described in this note.

In accordance with criteria under ASC 280, Segment Reporting , which establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers, the Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer.

The Company’s CODM reviews results to assess performance, make decisions, and allocate operating and capital resources of the Company as a whole.

The CODM has made decisions and assessed performance at the Company level as one segment.

The CODM does not distinguish its principal business activities for the purpose of internal reporting and uses net loss, consistent with what is presented in the statement of operations, to allocate resources in the annual budgeting and forecasting process, along with using that measure as a basis for evaluating financial performance quarterly by comparing the actual results with historical budgets.

Use of Estimates

The preparation of financial statements in conformity

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the

reporting period.

Actual results could differ from those estimates.

The Company adopted ASC 740, “Income

Taxes” , at its inception.

Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences

attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax

Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected

to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred

tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred income

tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities.

The components of the deferred

tax assets and liabilities are individually classified as current and non-current based on their characteristics.

Deferred tax assets

are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred

tax assets will not be realized.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest

and penalties as of December 31, 2024 and 2023.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

Loss per Common Share

Net loss per share is computed by dividing net loss by the weighted

average number of common shares outstanding for the period.

Diluted earnings per share takes into effect any dilutive instruments, except

when doing so would be anti-dilutive.

As of December 31, 2024 and 2023, there were no dilutive instruments.

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

such, the Company is eligible to 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 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive

compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding

advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

If some investors

find the securities less attractive as a result, there may be a less active trading market for securities and the prices of securities

may be more volatile.

In addition, Section 107 of the JOBS Act also

provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)

of the Securities Act for complying with new or revised accounting standards (that is, an “emerging growth company” can delay

the adoption of certain accounting standards until those standards would otherwise apply to private companies).

The Company intends to

take advantage of the benefits of this extended transition period.

Additionally, the Company is a “smaller

reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced

disclosure obligations, including, among other things, providing only two years of audited financial statements.

The Company will remain

a smaller reporting company until the last day of the fiscal year in which (1) the market value of the ordinary shares held by non-affiliates

equals or exceeds $250 million as of the prior September 30, and (2) the annual revenues equaled or exceeded $100 million during such

completed fiscal year or the market value of the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior

September 30.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No.

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”) , which will require the Company to

disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items

that meet a quantitative threshold.

ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal,

state and foreign taxes, with further disaggregation required for significant individual jurisdictions.

ASU 2023-09 will become effective

for Annual periods beginning after December 15, 2024.

The Company is still reviewing the impact of ASU 2023-09.

The Company does not believe that any other recently

issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Capital Stock

The preparation of the accompanying consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period.

Actual results may differ from these estimates.

Fair Value Measurements

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below.

There are no transfers in and out of Levels 1 and 2, and activity in Level 3 represents fair value measurements.

Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company is able to access.

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly.

These inputs may include (a) quoted prices for similar assets in active markets, (b) quoted prices for identical or similar assets in markets that are not active, (c) inputs other than quoted prices that are observable for the asset, or (d) inputs derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Valuations based on inputs that are unobservable and significant to the entire fair value measurement.

The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety.

In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.

The Company’s cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate their fair value due to the short-term nature of these assets and liabilities.

The Company’s SAFE Notes (see Note 6) and RSU liability (see Note 8) were carried at fair value and classified as Level 3 liabilities.

Fair Value Measurements at December 31, 2025

Fair Value Total

RSU liability

Fair Value Measurements at December 31, 2024

Fair Value Total

Cash and Cash Equivalents

The Company maintains deposits in financial institutions that at times exceed the insured amounts provided by the Federal Deposit Insurance Corporation (“FDIC”).

As of December 31, 2025 and 2024, the amount of cash exceeding the FDIC insurance limit was $ 23,219,422 and $ 6,228,584 .

The Company believes it is not exposed to any significant credit risk to cash.

Money market funds and other short-term investments with an original maturity of three months or less are considered cash equivalents.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

Expenditures for repairs and maintenance which do not extend the useful lives of the assets are charged to operations as incurred.

The Company reviews its long-lived assets periodically to determine potential impairment by comparing the carrying value of those assets with the estimated future undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition.

Should the sum of the expected future undiscounted cash flows be less than the carrying value, the Company would determine the amount of and recognize an impairment loss at that time in accordance with the guidance.

No impairment loss was recognized during the years ended December 31, 2025 and 2024.

The estimated useful lives of the Company’s property and equipment are as follows:

The Company issued SAFE Notes in exchange for cash financing during the years ended December 31, 2025 and 2024.

The Company accounted for its SAFE Notes as derivatives under ASC 815, Derivatives and Hedging , and presented them as long-term liabilities in the accompanying consolidated balance sheets.

Changes in the fair value of the SAFE Notes were recorded in earnings.

Immediately upon the effectiveness of the Merger on September 5, 2025, the SAFE Notes were converted into shares of the Company’s common stock (see Note 5).

Research and Development Expenses

Research and development (“R&D”) expenses primarily represent costs incurred to develop the Company’s technology.

These costs consist of personnel costs, including salaries, employee benefit costs, bonuses and stock-based compensation expenses, software costs, computing costs, hardware and experimental supplies, and expenses for outside engineering contractors for analytical work and consulting costs.

The Company expenses all R&D costs in the periods in which they are incurred.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation .

The Company classifies awards as either equity-classified or liability-classified based on the terms of the award.

Equity-classified awards are measured at the grant-date fair value and recognized as compensation expense over the requisite service period, which is generally the vesting period.

Equity-classified awards are not subsequently remeasured.

Liability-classified awards are measured at fair value at each reporting date until settlement, with changes in fair value recognized as compensation expense in the period of change.

Compensation cost for liability-classified awards is recognized over the requisite service period based on the fair value of the award at each reporting date.

The Company classifies stock-based compensation expense in its statement of operations in the same line items in which the award recipient’s cash and other compensation costs are classified.

Net Loss Per Common Share

The Company calculates basic net loss per common share in accordance with ASC 260, Earnings Per Share , based on the weighted-average number of outstanding common shares during the fiscal period.

Diluted loss per common share is based on the weighted-average number of outstanding common shares plus the weighted-average number of potential outstanding common shares.

The calculation of diluted net loss does not consider the effect of the warrants to purchase an aggregate of 586,666 common stock with exercise contingent on future events, stock options to purchase an aggregate of 2,325,059 common stock, and unvested RSUs of 669,451 , because their inclusion would be anti-dilutive under the treasury stock method.

In periods where potentially dilutive securities are anti-dilutive, such amounts are excluded from the calculations of diluted earnings (loss) per share.

All potentially dilutive securities are anti-dilutive for the years ended December 31, 2025 and 2024.

For the year ended December 31, 2024, the Company had SAFE Notes, the conversion of which would have been anti-dilutive.

Income Tax (Provision) Benefit

The Company accounts for income taxes in accordance with ASC 740, Income Taxes .

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the periods in which those temporary differences are expected to reverse.

The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that some or all of the deferred tax assets will not be realized.

In assessing the need for a valuation allowance, the Company considers all available positive and negative evidence, including historical operating results, future taxable income, and the reversal of existing taxable temporary differences.

The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained upon examination by the relevant taxing authorities.

The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense.

New Accounting Pronouncements

Effective January 1, 2025, the Company adopted ASU 2023-09 “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ” which enhances income tax disclosures, including expanded requirements for the rate reconciliation and disaggregation of income taxes paid.

The adoption of ASU 2023-09 primarily impacts the presentation and disclosure of income taxes in the Company’s consolidated financial statements beginning in 2025.

The adoption did not affect the measurement of the Company’s income tax provision.

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements”, to clarify or improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB ASC with the SEC’s regulations.

The amendments in ASU 2023-06 will become effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC, and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027.

Early adoption is prohibited.

Adoption is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03,’-” Income Statement —Reporting Comprehensive Income —Expense Disaggregation Disclosures” as an update to ASC Topic 220-40, which will be effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027.

Early adoption is permitted.

ASU 2024-03 was issued to improve the disclosures about a public business entity’s expenses and address requests from investors for more disaggregated disclosures about the types of expenses (including employee compensation, depreciation, and amortization) in commonly presented expense captions (such as general and administrative expenses).

In January 2025, the FASB also issued ASU 2025-01 “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date” to clarify the effective date provisions of ASU 2024-03 related to expense disaggregation disclosures.

The Company is currently evaluating the impact of ASU 2024-03 and ASU 2025-01 on its consolidated financial statements.

In May 2025, the FASB issued ASU 2025-04 “Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to Share-Based Consideration Payable to a Customer”, which clarifies the accounting for share based consideration payable to a customer, including classification and measurement guidance, to reduce diversity in practice.

The amendments are effective for fiscal years, including interim periods, beginning after December 15, 2026, with early adoption permitted.

The Company is currently assessing the impact of adopting ASU 2025-04 on its consolidated financial statements but does not expect a material impact.

In December 2025, the FASB issued ASU 2025-11, “ Interim Reporting (Topic 270):

Narrow Scope Improvements ”.

The amendments clarify the applicability of the interim reporting guidance in Topic 270, improve the navigability of the interim reporting requirements, and provide a more comprehensive framework for interim disclosures, including a principle that entities disclose events and changes since the last annual reporting period that have a material effect on the entity.

ASU 2025-11 is effective for public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2027, and for all other entities for interim reporting periods within annual reporting periods beginning after December 15, 2028.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2025-11 on its interim financial statements and related disclosures.

The Company does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

Property and Equipment

Property and equipment consisted of the following:

accumulated depreciation

Equipment, net

Depreciation expense for the years ended December 31, 2025 and 2024 totaled $ 8,327 and $ 664 , respectively.

During the years ended December 31, 2025 and 2024, the Company issued SAFE Notes in exchange for aggregate amounts of $ 2,893,800 and $ 8,190,000 , respectively.

For the year ended December 31, 2025, the Company received total cash proceeds of $ 2,993,800 , consisting of $ 2,893,800 of cash from the issuance of SAFE Notes during the period and $ 100,000 of cash received from the subscription of a SAFE Note.

For the year ended December 31, 2024, the Company received total cash proceeds of $ 8,590,000 , with $ 8,190,000 cash from the issuance of SAFE Notes during the period and $ 400,000 of cash received from the subscription of a SAFE Note.

As of December 31, 2024, the estimated fair value of the SAFE Notes totaled $ 10,783,385 .

Prior to completion of the Merger, each SAFE Note holder gave consent to convert into shares of the Company’s common stock at the valuation cap reflected in each SAFE Note.

In connection with the Merger, all SAFE Notes converted into 19,601,182 shares of the Company’s common stock, and the Company recorded a loss from the change in fair value on the date of conversion of approximately $ 39,834,049 (see Note 6).

Fair Value Measurements

The following is a description of the valuation methodology and significant inputs used for each asset and liability measured at fair value on a recurring or nonrecurring basis, as well as the classification of the asset or liability within the fair value hierarchy.

The Company’s SAFE Notes were recorded at fair value on the consolidated balance sheets.

The fair value of the Company’s SAFE Notes was based on significant inputs not observable in the market which cause the instrument to be classified as a Level 3 measurement with the fair value hierarchy.

The valuation used weighted average probabilities estimated by management considering pay-offs under various scenarios as follows:

(i) an equity financing where the SAFE Notes would convert into certain preferred stock;

(ii) a liquidity event (change of control or initial public offering) where the SAFE Note holders would have an option to receive either a cash payment equal to the invested amount under such SAFE Note, or a number of shares of preferred stock equal to the invested amount divided by the liquidity price;

and (iii) a dissolution event where the SAFE Note holders would have been entitled to receive a portion of the related proceeds equal to the purchase amount.

Management estimated that equity financing or liquidity events were the predominant settlement scenarios at each period end.

The Company determined the fair value of the SAFE Notes under the Monte Carlo simulation method which was used to estimate the future market value of invested capital (“MVIC”) of the Company at an equity financing event and the expected payment to the SAFE Note holders at each simulated MVIC value.

The Company believed these assumptions would be made by a market participant in estimating the valuation of the SAFE Notes.

The Company assessed these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates was obtained while the SAFE Notes were outstanding.

The determination of fair value for the Company’s SAFE Notes required significant judgment and the use of estimates.

Additionally, the valuation scenarios described above reflected the original contractual terms of the SAFE Notes and anticipated early-stage financing structures.

However, the Company completed the Merger with a concurrent issuance of common stock, and in connection with the Merger, the Company obtained consent from all holders of the SAFE Notes to convert their SAFE Notes into common stock rather than preferred stock.

Changes in the fair value of the SAFE Notes were recognized on the consolidated statements of operations until their conversion to common stock occurred upon the Merger on September 5, 2025.

The key assumptions used in the Monte Carlo simulation are presented in the table below:

Asset volatility (1)

Risk-free rate (2)

Expected term (3)

12 - 48 months

(1) Volatility was based on implied and historical volatility of the share price of peer companies.

(2) Risk-free rate based on the U.S.

Treasury yield in effect at the time of SAFE Notes consistent with the expected term.

(3) The simulation considered 1 – 2 year term for equity event and 3.5 and 4 -year term for liquidity event.

The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of December 31, 2025 and 2024:

Year Ended

Beginning balance

SAFE Notes issued during the period

Change in fair value during the period

Conversion of SAFE Notes to common stock

( 53,511,234 )

Ending balance

Commitments and Contingencies

In the normal course of business, the Company may be subject to contingencies, including litigation, investigations, claims and other legal proceedings, including those arising in the ordinary course of business.

The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made.

The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.

The Company has not had any litigation, investigations, claims or other legal proceedings for which it should recognize a liability.

As such, the Company has not recorded any liability for these in the consolidated financial statements.

Stockholders’ Equity (Deficit)

As of December 31, 2025, the Company had 300,000,000 shares of common stock authorized.

Each share of its common stock has a par value of $ 0.0001 as of December 31, 2025.

The September 5, 2025 Private Placement

Concurrently with the consummation of the Merger, the Company also issued and sold 10,000,000 shares of our common stock in the Private Placement to certain accredited and institutional investors at a purchase price of $ 3.00 per share.

The Company incurred offering costs of $ 2,909,740 in connection with the Private Placement, which were recorded as a reduction of the gross proceeds and recognized as a reduction to additional paid-in capital within stockholders’ equity.

On September 5, 2025, the Company issued warrants to purchase an aggregate of 586,666 shares of its common stock, subject to customary anti-dilution adjustments for stock splits, stock dividends, and similar events, at an exercise price of $ 3.00 per share to placement agents in connection with the closing of the Private Placement (the “Placement Agent Warrants”).

The Placement Agent Warrants expire on the earlier of (i) five years after the Merger Closing Date and (ii) three years after the Company’s shares of common stock are listed on a national securities exchange.

The Warrants are indexed to the Company’s own stock and do not permit net cash settlement under circumstances outside the Company’s control, and thus were accounted for as equity-classified instruments in accordance with ASC 718 Compensation - Stock Compensation and ASC 815-40 Contracts in Entity’s Own Equity.

The Warrants were measured at their grant-date fair value $ 1.617 per warrant share, using a Black-Scholes valuation model.

The total fair value of $ 948,639 was recorded as an equity issuance cost and reflected as a reduction to additional paid-in capital, with a corresponding increase to additional paid-in capital for the warrant equity, resulting in no net impact to total stockholders’ equity.

Equity Incentive Plans

On August 29, 2025, the board of directors of Legacy Deep Fission approved the 2025 Equity Incentive Plan (the “Pre-Merger Equity Plan”), which permitted the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock unit awards (“RSUs”), and other stock awards to employees, directors and consultants of Legacy Deep Fission.

Subject to certain capitalization adjustments described in the Pre-Merger Equity Plan, the maximum aggregate number of shares of common stock that was issuable pursuant to the Pre-Merger Equity Plan was 84,351 shares.

As of the effective date of the Merger, all outstanding options to purchase shares of Legacy Deep Fission common stock were converted into options to purchase shares of the Company’s common stock.

Following the effective date of the Merger, no additional equity awards were permitted to be granted under the Pre-Merger Equity Plan;

however, the Pre-Merger Equity Plan will continue to govern the terms and conditions of all outstanding equity awards previously granted under the Pre-Merger Equity Plan.

Awards granted prior to the Pre-Merger Equity Incentive Plan were approved by the board of directors and consisted of RSAs, with service-based vesting terms ranging from immediate vesting to four years .

On September 5, 2025, in connection with the Merger, the board of directors and the stockholders of the Company approved the 2025 Equity Incentive Plan (the “2025 Plan”), which permits the grant of ISOs, NSOs, SARs, RSAs, RSUs, performance awards, and other awards to the Company’s employees, directors and consultants, including employees and consultants of the Company’s affiliates.

The Company initially reserved 9,500,884 shares of common stock (the “Share Reserve”) for the issuance of awards under the 2025 Plan.

The Share Reserve will automatically increase on January 1 of each year for a period of up to nine years commencing on January 1, 2027 and ending on (and including) January 1, 2035, in an amount equal to five percent ( 5 %) of the total number of shares of common stock outstanding on December 31 of the preceding year;

provided, however, that the board of directors may act prior to January 1 of a given year to limit the increase for such year to a lesser number of shares of common stock.

In the event of any merger, reorganization, recapitalization, reincorporation, or other such transaction as defined in the 2025 Plan (a “Capitalization Adjustment”), the board of directors is allowed to proportionately adjust the classes and maximum number of shares of common stock subject to the 2025 Plan and the maximum number of shares by which the Share Reserve may annually increase;

the classes and maximum number of shares that may be issued pursuant to the exercise of ISOs;

and the classes and number of securities and exercise price, strike price or purchase price of common stock subject to outstanding equity awards.

No fractional shares or rights for fractional shares of common stock shall be issued under the 2025 Plan.

RSAs, RSUs, and Stock Options

During the years ended December 31, 2025 and 2024, the Company’s board of directors approved the issuances of RSAs, RSUs, and Stock Options to employees, officers, directors, and consultants.

Stock-based compensation expense is measured based on the fair value of awards in accordance with ASC 718, Compensation - Stock Compensation .

Equity-classified awards are measured at grant-date fair value and are not subsequently remeasured.

Liability-classified awards are remeasured at fair value at each reporting date until settlement, with changes in fair value recognized in stock-based compensation expense.

The cost of stock-based compensation is recognized over the requisite service period, which is generally the vesting period of the respective award.

Grants ranged from immediate vesting to over four years .

The determination of fair value requires significant judgment and the use of estimates as the Company does not have an observable stock price.

Prior to the Company having an observable transaction for the sale of common stock, the Company estimated the fair value of common stock using invested capital multiple and discounted present value to arrive at equity available for common shareholders.

Upon the Private Placement described above, the Company estimated the fair value of common stock using the price per share of the Private Placement, with a de-minimis discount for lack of marketability as the Company’s common stock does not trade in an active market.

For restricted common stock awards, shares are issued concurrently with the issuance of restricted common stock.

A summary of the restricted common stock award activity during the year ended December 31, 2025, is as follows:

Restricted Common Stock

Unvested as of December 31, 2024

( 2,802,246 )

Forfeited/ cancelled

Unvested as of December 31, 2025

A summary of the RSU activity during the year ended December 31, 2025, is as follows:

Restricted Stock Units

Unvested as of December 31, 2024

Unvested as of December 31, 2025

No RSUs were granted during the year ended December 31, 2024.

A summary of the stock option activity during the year ended December 31, 2025, is as follows:

Stock Options

Unvested as of December 31, 2024

Unvested as of December 31, 2025

No stock options were granted during the year ended December 31, 2024.

The stock options were valued at the grant date using the Black-Scholes pricing model using the range of inputs as indicated below:

Risk-free interest rate

Expected term (in years)

Expected volatility

Expected dividend yield

The risk-free interest rate is the rate available as of the option date on zero-coupon U.S.

government issues with a remaining term equal to the expected term of the option using the simplified approach.

The Company currently estimates volatility by using the weighted average implied and historical volatility of the share price of peer companies.

The Company has not paid dividends in the past and does not plan to pay any dividends in the foreseeable future.

The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s costs are classified in the statement of operations.

Total stock-based compensation expense for the years ended December 31, 2025 and 2024, was $ 8,424,803 and $ 1,171,287 , respectively.

Of the stock-based compensation expense recognized in the year ended December 31, 2025, $ 1,655,507 is related to a liability-classified award for a fixed number of shares that can also be settled in cash at the participant’s election upon vesting.

The fair value of this award is based on the fair value of the underlying common stock and is remeasured at each reporting date until settlement.

As of December 31, 2025, the Company recorded a liability of $ 1,655,507 related to this award, which is included in RSU liability award on the balance sheet.

As of December 31, 2025, the Company has unrecognized stock-based compensation expense of $ 14,742,022 , which will be recognized over a weighted average period of 2.43 years.

Preferred Stock

As of December 31, 2024 and 2023, the Company

has 10,000,000 shares of preferred stock, par value of $ 0.0001 , authorized and none issued or outstanding.

As of December 31, 2024 and 2023, the Company

has 50,000,000 shares of common stock, par value of $ 0.0001 , authorized and has issued 5,000,000 shares of its $ 0.0001 par value common

stock for $ 500 to the founders of the Company.

As of December 31, 2024 and 2023, the Company

has approximately $ 32,500 and $ 23,100 in gross deferred tax assets resulting from net operating loss carry-forwards of $ 155,000 and $ 110,000 ,

respectively, available to offset future taxable income through 2041 subject to the change in ownership provisions under IRC 382.

allowance has been recorded to fully offset these deferred tax assets because the Company’s management believes future realization

of the related tax benefits is uncertain.

The difference between the tax provision at the

statutory federal income tax rate on December 31, 2024 and 2023, and the tax provisions attributable to loss before income taxes is as

Statutory federal income taxes

As of December 31, 2025, the Company had 10,000,000 shares of preferred stock authorized at a par value of $ 0.0001 .

No preferred stock was issued and outstanding.

Income tax expense consisted of the following for the years ended December 31, 2025 and December 31, 2024:

As of December 31,

The Company had no deferred income tax expense for the years ended December 31, 2025 and 2024.

The provision for income taxes differs from the amount obtained by applying the federal statutory income tax rate as follows:

Federal taxes at statutory rate

State and local taxes, net of federal benefit

Change in Fair Value of SAFE Notes and other nondeductible/nontaxable items

Changes in valuation allowance

Deferred true-up

Effective income tax rate

Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Realization of net deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain.

Significant components of the Company’s deferred tax assets and liabilities are as follows:

As of December 31,

Deferred tax assets:

Net operating losses

Stock-based compensation

Capitalized R&D expenses

Start-up costs

Property and equipment

Total deferred tax assets

Valuation allowance

Effective income tax rate, net

Commitments and Related Party Transactions

The Company utilizes the office space and equipment of its management

Note Payable - Stockholder

On December 10, 2021, the Company issued a promissory

note (the “Note”) to a stockholder of the Company pursuant to which the Company agreed to repay the sum of any and all amounts

advanced to the Company, on or before the date that the Company consummates a business combination with a private company or reverse takeover

transaction or other transaction after which the Company would cease to be a shell company.

Interest shall not accrue on the outstanding

principal amount of the note except if an Event of Default (as defined in the note) has occurred.

In the event of an Event of Default,

the entire note shall automatically become due and payable (the “Default Date”) and starting from five (5) days after the

Default Date, the interest rate on the note shall accrue at the rate of eighteen percent ( 18 %) per annum.

As of December 31, 2024 and

2023, the amount due under the note payable was $ 147,025 and $ 99,525 , respectively.

Going Concern

The accompanying financial statements have been

prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of

liabilities in the normal course of business.

The Company has accumulated deficit and total

stockholders’ deficit of $ 154,761 and $ 154,261 , respectively as of December 31, 2024.

Management believes these conditions raise

substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the date these financial

statements are issued.

Management intends to finance operations over the next twelve months through additional borrowings from the existing

The accompanying financial statements do not include

any adjustments that might be required should the Company be unable to continue as a going concern.

( 7,251,124 )

( 1,295,238 )

Deferred income tax assets, net

Deferred tax liabilities:

Property and equipment

Net deferred tax asset/(liability)

The Company regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction-by-jurisdiction basis.

In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

Due to the uncertainty surrounding their realization, the Company has recorded a full valuation allowance against the net deferred tax assets.

Accordingly, no deferred tax asset has been recorded on the balance sheets.

The Company’s valuation allowance increased during 2025 and 2024 by $ 5,955,886 and $ 1,271,946 , respectively, primarily due to the generation of net operating losses and the capitalization of research and development expenditures.

As of December 31, 2025 and 2024, the Company has net operating loss carryforwards for federal income tax purposes of approximately $ 9,101,980 and $ 1,960,671 , respectively, which do not expire and may be available to offset future income tax liabilities, but will generally limit the net operating loss deduction to the lesser of the net operating loss carryover or 80% of a corporation’s taxable income.

As of December 31, 2025 and 2024, the Company’s state net operating loss carryforwards were $ 15,663,544 and $ 2,950,882 which may be available to offset future income tax liabilities and start to expire in 2043.

The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation.

Accordingly, a Company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“Section 382”).

Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period.

Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the Section 382 and similar state provision.

The Company files income tax returns in the U.S.

federal and various state jurisdictions with varying statutes of limitations.

Related Party Transactions

The Company has signed a consulting agreement with a related party, Deep Isolation Nuclear, Inc., a company co-founded by Deep Fission’s co-founder and Chief Executive Officer, to develop generic technical and regulatory guidance for management of the Company.

Deep Fission’s Chief Executive Officer currently serves as a member of the board of directors of Deep Isolation Nuclear, Inc.

The Company has paid certain administrative expenses totaling $ 12,500 and $ 0 during the years ended December 31, 2025 and 2024, respectively.

During 2023, the Company received $ 10,000 in exchange for a loan payable to a related party that was due on demand and carried interest of 6 % per annum.

The loan was repaid in full, with interest, during the year ended December 31, 2024.

Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review, the Company

did not identify any subsequent events, other than the below, that would have required adjustment or disclosure in the financial statements.

Formation of New Blank Check Company

On January 2, 2025, the related party owners of

the Company formed a new blank check company, Orielle Acquisition Corp.

This new entity was established as a vehicle to pursue a business

combination and will focus its efforts to identify a possible business combination.

The formation of Orielle Acquisition Corp.

impact the Company’s financial position or results of operations as of December 31, 2024.

However, it may present potential opportunities

for collaboration or strategic partnerships in the future.

In January 2026, the Company entered into a commitment with a supplier to purchase low-enriched uranium fuel at a cost of $ 9.2 million.

On February 5, 2026, the Company issued and sold 5,333,333 shares of common stock (the “Shares”) at a purchase price of $ 15.00 per share, to certain accredited and institutional investors pursuant to the subscription agreements for an aggregate purchase price of $ 80.0 million.

The Company also issued 129,418 warrants to placement agents in conjunction with the financing.

The aggregate net proceeds to the Company from the offering was approximately $ 76.0 million, after deducting fees to the placement agents and expenses payable by the Company.

The Company is in the process of completing the valuation associated with associated with this transaction.

As of the date the financial statements were available to be issued, the valuation has not been finalized.

In February 2026, the Company agreed to issue 188,701 additional shares to former holders of SAFE Notes related to the September 2025 financing, resulting in a reduction of the effective investment price from $ 3.92 to $ 2.90 per share.

In connection with this issuance, the investors executed settlement agreements releasing the Company from any potential future claims related to these instruments.

In February 2026, the Company entered into a long-term lease for approximately 100 acres located within the Great Plains Industrial Park in Parsons, Kansas.

The Company has commenced initial site development activities, including geological evaluation, borehole planning, and initial drilling activities, and are conducting geological surveys and site characterization studies at the site.

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

As part of the lease agreement, the Company has agreed to purchase the property from Great Plains Industrial Park for a purchase price of approximately $ 5 million, upon being granted a license for commercial operation of the reactor by the NRC.

Restatement of Interim Financial Information (Unaudited)

As described in Note 2, the Company identified errors related to certain inputs and assumptions used in the valuation models for its SAFE Notes and stock-based compensation expense.

These errors resulted in an overstatement of the fair value of SAFE Notes and an understatement of stock-based compensation expense in previously issued financial statements.

The Company has restated the previously issued quarterly (unaudited) financial data for the six-month periods ended June 30, 2024 and 2025, and the three- and nine-month periods ended September 30, 2024 and 2025, to correct these errors.

The impacts of the restatement on the Company’s interim Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Stockholders’ Equity (Deficit) and Consolidated Statements of Cash Flows for each of the affected quarterly periods are presented below.

The misstatements did not have a material impact on reported cash flows during the period, as the valuations pertained to non-cash transactions.

Consolidated Balance Sheet – As of June 30, 2025

As Previously Reported

SAFE Notes subscription receivable

( 4,917,505 )

Total liabilities

( 4,917,505 )

Total stockholders’ deficit

( 15,638,288 )

Consolidated Balance Sheet – As of September 30, 2025

As Previously Reported

SAFE Notes subscription receivable

Total liabilities

Total stockholders’ equity

Consolidated Statement of Operations – For the six months ended June 30, 2024

As Previously Reported

Operating expenses:

General and administrative expenses

Research and development expenses

Other non-operating income (expense):

Change in fair value of SAFE notes

( 1,251,721 )

( 2,129,151 )

( 1,689,843 )

Basic and diluted weighted average shares outstanding of common stock

Basic and diluted net loss per share of common stock

Consolidated Statement of Operations – For the three months ended September 30, 2024

As Previously Reported

Operating expenses:

General and administrative expenses

Research and development expenses

Other non-operating income (expense):

Change in fair value of SAFE notes

( 1,248,279 )

( 1,944,963 )

( 1,220,296 )

Basic and diluted weighted average shares outstanding of common stock

( 2,992,451 )

Basic and diluted net loss per share of common stock

Consolidated Statement of Operations – For the nine months ended September 30, 2024

As Previously Reported

Operating expenses:

General and administrative expenses

Research and development expenses

Other non-operating income (expense):

Change in fair value of SAFE notes

( 4,074,114 )

( 2,910,139 )

Basic and diluted weighted average shares outstanding of common stock

( 4,329,737 )

Basic and diluted net loss per share of common stock

Consolidated Statement of Operations – For the six months ended June 30, 2025

As Previously Reported

Operating expenses:

General and administrative expenses

Research and development expenses

Other non-operating income (expense):

Change in fair value of SAFE notes

( 7,136,460 )

( 6,936,475 )

Basic and diluted weighted average shares outstanding of common stock

( 2,180,399 )

Basic and diluted net loss per share of common stock

Consolidated Statement of Operations – For the three months ended September 30, 2025

As Previously Reported

Operating expenses:

General and administrative expenses

Research and development expenses

Other non-operating income (expense):

Change in fair value of SAFE notes

( 31,601,632 )

( 5,113,475 )

( 36,715,107 )

( 40,390,883 )

( 45,414,335 )

Basic and diluted weighted average shares outstanding of common stock

( 7,881,883 )

Basic and diluted net loss per share of common stock

Consolidated Statement of Operations – For the nine months ended September 30, 2025

As Previously Reported

Operating expenses:

General and administrative expenses

Research and development expenses

Other non-operating income (expense):

Change in fair value of SAFE notes

( 47,527,343 )

( 4,823,467 )

( 52,350,810 )

Basic and diluted weighted average shares outstanding of common stock

( 3,891,242 )

Basic and diluted net loss per share of common stock

Consolidated Statement of stockholders’ equity (deficit) for six months ended June 30, 2024

As Previously Reported

Balance at December 31, 2023

Stock-based compensation

( 2,129,151 )

( 1,689,843 )

Balance at June 30, 2024

( 2,618,613 )

Consolidated Statement of stockholders’ equity (deficit) for nine months ended September 30, 2024

As Previously Reported

Balance at December 31, 2023

Stock-based compensation

( 4,074,114 )

( 2,910,139 )

Balance at September 30, 2024

( 4,559,033 )

( 1,311,303 )

Consolidated Statement of stockholders’ equity (deficit) for three months ended September 30, 2024

As Previously Reported

Balance at June 30, 2024

( 2,618,613 )

Stock-based compensation

( 1,944,963 )

( 1,220,296 )

Balance at September 30, 2024

( 4,559,033 )

( 1,311,303 )

Consolidated Statement of stockholders’ equity (deficit) for six months ended June 30, 2025

As Previously Reported

Balance at December 31, 2024

( 8,513,101 )

( 4,081,821 )

Stock-based compensation

( 7,136,460 )

( 6,936,475 )

Balance at June 30, 2025

( 15,638,288 )

Consolidated Statement of stockholders’ equity (deficit) for nine months ended September 30, 2025

As Previously Reported

Balance at December 31, 2024

( 8,513,101 )

( 4,081,821 )

Stock-based compensation

Issuance of Common Stock upon conversion of SAFE Notes

( 47,527,343 )

( 4,823,467 )

( 52,350,810 )

Balance at September 30, 2025

Consolidated Statement of stockholders’ equity (deficit) for three months ended September 30, 2025

As Previously Reported

Balance at June 30, 2025

( 15,638,288 )

Stock-based compensation

Issuance of Common Stock upon conversion of SAFE Notes

( 40,390,883 )

Balance at September 30, 2025

Consolidated Statement of cash flows for the six months ended June 30, 2024

As Previously Reported

Cash flows from operating activities:

Change in fair value of SAFE Notes

Stock-based compensation

Consolidated Statement of cash flows for the nine months ended September 30, 2024

As Previously Reported

Cash flows from operating activities:

( 4,074,114 )

( 2,910,139 )

Change in fair value of SAFE Notes

Stock-based compensation

Consolidated Statement of cash flows for the six months ended June 30, 2025

As Previously Reported

Cash flows from operating activities:

( 7,136,460 )

( 6,936,475 )

Change in fair value of SAFE Notes

Stock-based compensation

Consolidated Statement of cash flows for the nine months ended September 30, 2025

As Previously Reported

Cash flows from operating activities:

( 47,527,343 )

( 4,823,467 )

( 52,350,810 )

Change in fair value of SAFE Notes

Stock-based compensation

EXHIBIT INDEX

Description of Document

Agreement and Plan of Merger and Reorganization, dated September 5, 2025, by and among Surfside Acquisition Inc., Deep Fission Acquisition Co., and the Company (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Certificate of Merger relating to the merger of Deep Fission Acquisition Co.

with and into Deep Fission Nuclear, Inc., filed with the Secretary of State of the State of Delaware on September 5, 2025 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on September 5, 2025 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Description of Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934.

Form of Pre-Merger Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Form of Post-Merger Indemnification Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Form of Subscription Agreement, dated September 5, 2025, by and between the Company and the parties thereto (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Form of Registration Rights Agreement, dated September 5, 2025, by and between the Company and the parties thereto (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Deep Fission, Inc.

2025 Equity Incentive Plan (Pre-Merger) (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Forms of Option Grant Notice and Option Agreement under 2025 Equity Incentive Plan (Pre-Merger) (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Deep Fission, Inc.

2025 Equity Incentive Plan (Post-Merger) (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Forms of Option Grant Notice and Option Agreement under 2025 Equity Incentive Plan (Post-Merger) (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Forms of Restricted Stock Unit Grant Notice and Award Agreement under 2025 Equity Incentive Plan (Post-Merger) (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Deep Fission, Inc.

2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Form of Lock-Up Agreement, dated September 5, 2025, by and between the Company and the parties thereto (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1/A filed on September 24, 2025).

Form of 2025 Placement Agent Warrant (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Employee Separation Agreement by and between the Company and Malcolm Thompson, dated September 4, 2025, (incorporated by reference to Exhibit 10.13 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Non-Employee Director Compensation Policy (adopted November 7, 2025) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 12, 2025).

Form of Director and Officer Indemnification Agreement (adopted November 7, 2025) (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on November 12, 2025).

Executive Severance Policy (adopted November 7, 2025) (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on November 12, 2025).

Offer Letter by and between the Company and Elizabeth Muller, dated December 9, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 11, 2025).

Offer Letter by and between the Company and Michael Brasel, dated November 7, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 14, 2025).

Offer Letter by and between the Company and Jon Gordon, dated November 7, 2025 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on November 14, 2025).

Offer Letter by and between the Company and William (Mark) Schmitz dated August 7, 2025.

Other Transaction Agreement for Reactor Authorization, dated November 14, 2025, by and between the Company and the United States Department of Energy (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 21, 2025).

Form of Subscription Agreement, dated February 5, 2026, by and between the Company and the parties thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 10, 2026).

Form of Registration Rights Agreement, dated February 5, 2026, by and between the Company and the parties thereto (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on February 10, 2026).

Form of 2026 Placement Agent Warrant (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on February 10, 2026).

Code of Ethics for Senior Financial Officers .

Letter from Grassi & Co., CPAs, P.C.

as to the change in certifying accountant, dated September 10, 2025 (incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Letter from dbbmckennon as to the change in certifying accountant, dated March 5, 2026 (incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K filed on March 5, 2026).

Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Company’s Current Report on Form 8-K filed on December 22, 2025).

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Company’s Current Report on Form 8-K filed on September 11, 2025).

Power of Attorney (included on the signature page hereof).

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

+ Denotes management compensatory contract or arrangement.

˄ Furnished herewith and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “ Exchange Act ”).

Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates by reference.

§ Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC.

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

April 15, 2026

DEEP FISSION, INC.

/s/ Elizabeth Muller

Elizabeth Muller

Chair, President and Chief Executive Officer

(Principal Executive Officer of the Registrant)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Elizabeth Muller and William (Mark) Schmitz, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

/s/ Elizabeth Muller

Chair, President and Chief Executive Officer

April 15, 2026

Elizabeth Muller

( principal executive officer )

/s/ William (Mark) Schmitz

Chief Financial Officer

April 15, 2026

William (Mark) Schmitz

(principal financial and accounting officer)

/s/ Thomas Glanville

April 15, 2026

Thomas Glanville

/s/ Blake Janover

April 15, 2026

Blake Janover

/s/ Leslie Goldman Tepper

April 15, 2026

Leslie Goldman Tepper

/s/ Jonathon Angell

April 15, 2026

Jonathon Angell

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 9A. Controls and Procedures