As filed with the U.S. Securities and Exchange Commission on ~~February~~May 1720, 2026.

Registration Number 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Deep Fission, Inc.

(Exact name of registrant as specified in its charter)

Delaware		4911		87-4265302
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

2001 Addison Street, Suite 300

Suite 300

Berkeley, California 94704

(707) 400-0778~~‬‬‬~~

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)~~‬‬‬‬~~

Elizabeth Muller

President and Chief Executive Officer

2001 Addison Street,

Suite 300

Berkeley, California 94704

(707) 400-0778~~‬‬‬~~

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

~~Albert Vanderlaan~~

Orrick, Herrington & Sutcliffe LLP

Andrew J. Pitts

Ryan J. Patrone

Cravath, Swaine & Moore LLP

375 Ninth Avenue

New York, New York 10001

(212) 474-1000

Christopher D. Lueking

Jonathan E. Sarna

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, Illinois 60611

(312) 876-7700

~~222 Berkeley St., Suite 2000~~

Boston, Massachusetts 02116

(617) 880-2219

From time to time after this registration statement is declared effective.

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. The ~~selling~~securities ~~stockholders~~described ~~may~~in ~~not~~this ~~sell~~prospectus ~~these~~may ~~securities~~not ~~pursuant~~be tosold ~~this prospectus~~ until the ~~registration~~Registration ~~statement~~Statement filed with the Securities and Exchange Commission ~~becomes~~is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~SUBJECT TO COMPLETION, DATED FEBRUARY 17, 2026~~

SUBJECT TO COMPLETION, DATED MAY 20, 2026

PRELIMINARY PROSPECTUS

6,000,000 Shares

UpDeep ~~to 5~~Fission,~~333,333~~ ~~Shares of Common Stock~~Inc.

~~Up to 129,418 Shares of~~ Common Stock ~~Issuable Upon Exercise of Warrants~~

~~This~~Deep ~~prospectus~~Fission, ~~relates~~Inc. to(“Deep ~~the~~Fission”, ~~offering and resale by~~ the ~~selling~~“Company”, ~~stockholders~~“we”, ~~identified~~“our”, ~~herein~~or of“us”) upis tooffering 56,~~462~~000,~~751~~000 shares of our common stock, par value $0.0001 per share, ~~of Deep Fission, Inc.~~ (our “~~Deep~~common ~~Fission~~stock” ~~or the “Company”~~)~~, consisting of:~~.

●There upis tonot 5currently,~~333~~ and there has never been,~~333~~ ~~shares~~any ofestablished public trading market for our common stock ~~issued~~and inthis awill ~~private~~be ~~placement~~our first listed public offering. We have applied to list our common stock on ~~February~~the 5,Nasdaq ~~2026~~Global Market (“Nasdaq”) under the symbol “~~2026~~FISN”, ~~Private~~and ~~Placement”)~~we towill ~~accredited~~not ~~investors~~consummate ~~(the~~this ~~“2026~~offering ~~PIPE~~of ~~Shares”);~~our ~~and~~common stock unless our common stock is approved for listing on Nasdaq.

●We upanticipate toa ~~129,418~~public ~~shares~~offering price between $24.00 and $26.00 per share of our common stock ~~issuable~~offered ~~upon~~hereby. ~~exercise~~The ofpublic ~~the~~offering ~~warrants~~price ~~issued~~of tothe ~~each~~shares of ~~the~~our ~~U.S.~~common ~~registered~~stock ~~broker-dealers~~offered ~~acting~~hereby aswill ~~placement~~be ~~agents~~by inagreement ~~connection~~between ~~with~~us and the ~~Private~~representatives ~~Placement~~of the underwriters (the “~~2026~~Representatives”), ~~Placement~~and ~~Agent~~may ~~Warrants”~~not ~~and~~be ~~such~~indicative of the price at which shares, of our common stock will trade in the ~~“2026~~public ~~Warrant~~market ~~Shares”)~~after this offering.

The selling stockholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We ~~will~~are ~~not~~an ~~receive~~“emerging ~~any~~growth ~~proceeds~~company” ~~from~~and ~~the sale of the shares of common stock by the selling stockholders, except with respect to amounts that may be received by us upon exercise of the 2026 Placement Agent Warrants. For~~ a ~~list of the selling stockholders, see the section titled~~ “~~Selling~~smaller ~~Stockholders.~~reporting company” Weas ~~have~~defined ~~borne~~under ~~and will continue to bear~~ the ~~costs~~federal ~~relating~~securities tolaws ~~the registration of these shares. We will bear all costs~~and, ~~expenses~~as ~~and fees in connection with the registration of these securities~~such, ~~including~~have ~~with~~elected ~~regard~~ to ~~compliance~~comply with ~~state~~reduced ~~securities~~public orcompany ~~“blue~~reporting ~~sky” laws~~requirements. ~~The~~See ~~selling~~“Prospectus ~~stockholders~~Summary - ~~will~~Implications ~~bear all commissions and discounts, if any, attributable to their sale~~ of ~~shares~~Being ofan ~~common~~Emerging ~~stock.~~Growth ~~See~~Company ~~the~~and ~~section~~a ~~titled~~Smaller ~~“Plan~~Reporting ~~of Distribution~~Company.”

~~There~~Investing isin ~~not currently, and there has never been, any established public trading market for any of~~ our ~~securities. The~~ common stock isinvolves ~~not~~a ~~currently~~high ~~eligible~~degree ~~for~~of ~~trading~~risk. onSee ~~any national securities exchange, including The Nasdaq Stock Market, LLC, or any over-the-counter markets, including the OTC Markets-OTCQB tier (the~~ “~~OTCQB~~Risk Factors”). Webeginning ~~have applied to have our common stock quoted~~ on ~~the~~page ~~OTCQB.~~32 We cannot assure you that the common stock will become eligible for trading on the OTCQB or any other exchange or market. Until such time as the common stock is quoted on the OTCQB or another public trading market otherwise develops, the selling stockholders identified herein may only sell their shares of common stock pursuant to ~~this~~read prospectus at a fixed price of $15.00 per share, the price per share in the 2026 Private Placement discussed above, for a total offering amount of $80.0 million. At and after such time, the selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. For more information about ~~how~~factors ~~the~~you ~~selling~~should ~~stockholders~~consider ~~identified~~before ~~herein~~buying ~~may sell~~ shares of our common stock~~, see the section titled “Plan of Distribution” herein~~.

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WeNeither ~~may~~the ~~amend~~Securities orand ~~supplement~~Exchange ~~this~~Commission ~~prospectus~~(the ~~from~~“SEC”) ~~time~~nor toany ~~time~~state bysecurities ~~filing~~commission ~~amendments~~has approved or ~~supplements~~disapproved asof ~~required.~~these ~~You~~securities ~~should~~or ~~read~~passed upon the ~~entire~~accuracy ~~prospectus~~or ~~and~~adequacy ~~any~~of ~~amendments~~the ordisclosures ~~supplements~~in ~~carefully~~this ~~before~~prospectus. ~~you~~Any ~~make~~representation ~~your~~to ~~investment~~the ~~decision~~contrary is a criminal offense.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, are eligible for reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”


		Per Share		Total
Public offering price		$		$
Underwriting discounts⁽¹⁾		$		$
Proceeds to us, before expenses		$		$

~~Investing~~(1)See inthe ~~our~~section ~~common~~titled ~~stock involves a high degree of risk. Before making an investment decision, please read~~ “~~Risk Factors~~Underwriting” ~~beginning~~for onadditional ~~page 7~~information ofregarding ~~this~~underwriting ~~prospectus, and under similar headings in any amendments or supplements to this prospectus~~compensation.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all the shares of common stock offered by this prospectus if any such shares are taken.

We have granted the underwriters the option, solely to cover over-allotments (if any) in this offering, to purchase up to 900,000 additional shares of our common stock, at the public offering price set forth above less the underwriting discounts set forth above. The underwriters can exercise this right at any time and from time to time, in whole or in part, within 30 days after the date of this prospectus.

At our request, the underwriters have reserved up to 300,000 shares of our common stock, or 5% of the shares offered hereby, for sale at the public offering price, through a directed share program to our directors, officers, certain of our employees and other individuals we identify. For more information on our directed share program, see “Underwriting—Directed Share Program.”

Delivery of the shares of common stock will be made on or about , 2026 through the book-entry facilities of The Depository Trust Company.


William Blair	Stifel	Canaccord Genuity

Benchmark, a Stone X Company		Seaport Global Securities

The date of this prospectus is , 2026

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TABLE OF CONTENTS


	Page
TABLE OF CONTENTS	i
ABOUT THIS PROSPECTUS	1
ABOUT THIS PROSPECTUS	ii
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS	4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	iii
PROSPECTUS SUMMARY	7
PROSPECTUS SUMMARY	1
THE OFFERING	24
THE OFFERING	6
SUMMARY CONSOLIDATED HISTORICAL FINANCIAL DATA	27
RISK FACTORS	732
DESCRIPTION OF THE MERGER, THE 2025 PRIVATE PLACEMENT, THE SECONDARY OFFERING, AND RELATED TRANSACTIONS	27
USE OF PROCEEDS	53
USE OF PROCEEDS	29
DIVIDEND POLICY	54
DETERMINATION OF SALE PRICE	29
CAPITALIZATION	55
MARKET INFORMATION FOR OUR COMMON STOCK AND DIVIDEND POLICY	29
DILUTION	57
DESCRIPTION OF BUSINESS	30
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	59
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	45
BUSINESS	67
MANAGEMENT	5290
EXECUTIVE AND DIRECTOR COMPENSATION	5695
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	63103
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	66107
SELLING STOCKHOLDERS	68
DESCRIPTION OF CAPITAL STOCK	110
PLAN OF DISTRIBUTION	80
SHARES ELIGIBLE FOR FUTURE SALE	116
DESCRIPTION OF CAPITAL STOCK	83
MATERIAL U.S. FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK	118
SHARES ELIGIBLE FOR FUTURE SALE	89
UNDERWRITING	121
LEGAL MATTERS	91130
EXPERTS	91130
CHANGE IN AUDITOR	91
WHERE YOU CAN FIND MORE INFORMATION	130
WHERE YOU CAN FIND MORE INFORMATION	91
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	92
INDEX TO FINANCIAL STATEMENTS	F-1
PART II	II-1
INFORMATION NOT REQUIRED IN THE PROSPECTUS	II-1
EXHIBIT INDEX	II-5
SIGNATURES	II-7
POWER OF ATTORNEY	II-7

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ABOUT THIS PROSPECTUS

General

~~This~~We ~~prospectus~~and ~~is part of a registration statement on Form S-1 that we filed with~~ the ~~SEC~~underwriters ~~using~~have ~~the~~not ~~“shelf”~~authorized ~~registration~~anyone ~~process.~~to ~~Under~~provide ~~this~~any ~~shelf~~information ~~registration~~or ~~process, the selling stockholders may, from time~~ to ~~time,~~make ~~sell~~any ~~the~~representations ~~securities~~other ~~offered~~than bythose ~~them~~contained ~~described~~ in this prospectus. Weor ~~will not receive~~ any ~~proceeds~~amendment ~~from~~or ~~the~~supplement ~~sale~~to ~~by such selling stockholders of the securities offered by them described in~~ this prospectus. ~~This~~We ~~prospectus~~and ~~also relates to~~ the ~~issuance~~underwriters bytake usno ofresponsibility ~~the~~for, ~~shares~~and ofcannot ~~common~~assure ~~stock~~you ~~issuable~~as ~~upon~~to the ~~exercise~~reliability of, any ~~2026~~other ~~Placement~~information ~~Agent~~that ~~Warrants.~~others Wemay ~~will~~give ~~not~~you. ~~receive~~This ~~any~~prospectus ~~proceeds~~is ~~from~~an ~~the~~offer ~~sale~~to ofsell only the shares of our common stock ~~underlying~~offered ~~the~~hereby, ~~2026~~but ~~Placement~~only ~~Agent~~under ~~Warrants~~circumstances ~~pursuant~~and toin ~~this~~jurisdictions ~~prospectus,~~where ~~except~~it ~~with~~is ~~respect~~lawful to ~~amounts~~do ~~received by us upon the exercise of the 2026 Placement Agent Warrants for cash~~so.

~~You~~The ~~should rely only on the~~ information contained in this prospectus, ~~any~~is ~~supplement~~current toonly ~~this~~as ~~prospectus~~of orthe indate ~~any~~of ~~free~~this ~~writing~~ prospectus, ~~filed~~regardless ~~with~~of the ~~Securities~~time ~~and~~of ~~Exchange~~delivery ~~Commission~~of ~~(the “SEC”). We have not, and the selling stockholders have not, authorized anyone to provide you with any additional information or information different from that contained in~~ this prospectus, ~~the~~or ~~information~~of ~~incorporated by reference herein,~~ any ~~applicable~~sale ~~prospectus~~of ~~supplement~~shares orof ~~any~~our ~~free~~common ~~writing prospectus filed with the SEC~~stock. ~~Neither~~Our webusiness, ~~nor the selling stockholders take responsibility for~~prospects, ~~and~~results ~~can provide no assurances as to the reliability~~ of, ~~any~~operations ~~other~~and ~~information~~financial ~~that~~condition ~~others~~ may ~~give you. Neither we nor the selling stockholders~~ have ~~authorized~~changed ~~anyone~~since tothose ~~provide you with additional information or information different from that contained in this prospectus filed with the SEC~~dates.

~~The~~We ~~selling~~and ~~stockholders~~the ~~are~~underwriters ~~offering~~have tonot ~~sell,~~done ~~and~~anything ~~seeking~~that ~~offers~~would topermit ~~buy,~~this ~~shares~~offering ofor ~~our~~possession ~~common~~or ~~stock~~distribution ~~only~~of this prospectus in ~~jurisdictions~~any jurisdiction where ~~offers~~action ~~and~~for ~~sales~~that ~~are~~purpose ~~permitted.~~is ~~You~~required, ~~should~~other ~~assume~~than ~~that~~in the ~~information~~United ~~appearing~~States. inPersons ~~this~~outside ~~prospectus,~~the ~~any~~United ~~applicable~~States ~~prospectus~~who ~~supplement~~come ~~and~~into ~~any~~possession ~~related~~of ~~free~~this ~~writing~~ prospectus ismust ~~accurate~~inform ~~only~~themselves asabout, ofand ~~the~~observe ~~respective~~any ~~dates~~restrictions ofrelating ~~those documents~~to, ~~regardless of~~ the ~~time~~offering of ~~delivery~~the ofshares ~~this prospectus or any sale~~ of our ~~securities.~~common ~~Our~~stock ~~business,~~and ~~financial~~the ~~condition,~~distribution ~~results~~ of ~~operations~~this ~~and~~prospectus ~~prospects~~outside ~~may~~the ~~have~~United ~~changed since those dates~~States.

WeThis ~~may also provide a~~ prospectus ~~supplement~~contains ~~or post~~forward-~~effective~~looking ~~amendment~~statements to the registration statement to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that aare ~~statement~~subject ~~contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed~~ to ~~constitute~~ a ~~part~~number of ~~this~~risks ~~prospectus~~and ~~only as so modified~~uncertainties, ~~and~~many ~~any~~of ~~statement~~which soare ~~superseded~~beyond ~~will~~our ~~be deemed not to constitute a part of this prospectus~~control. ~~You~~Please ~~should~~ read ~~both~~“Risk ~~this~~Factors” ~~prospectus together with the other information contained or incorporated by reference in this prospectus~~ and ~~any~~“Cautionary ~~applicable~~Note ~~prospectus~~on ~~supplement or post~~Forward-~~effective~~Looking ~~amendment to the registration statement~~Statements.”

~~This~~Basis ~~prospectus contains forward-looking statements that are subject to a number~~ of ~~risks~~Presentation ~~and uncertainties, many~~ of ~~which~~Financial ~~are beyond our control. Please read “Risk Factors” and “Forward-Looking Statements.”~~Information

~~For~~The ~~Non-U~~Company was incorporated on July 17, 2023, under the laws of the state of Delaware.S Surfside Acquisition Inc. ~~Investors~~(“Surfside”) was incorporated in the State of Delaware on December 10, 2021. On September 5, 2025, pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), a wholly owned subsidiary of Surfside merged with and into Deep Fission Nuclear, Inc. (formerly known as Deep Fission, Inc.), a private Delaware corporation (“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. Following the consummation of the Merger, the business previously conducted by Legacy Deep Fission became the business conducted by the Company.

~~Neither~~For wefinancial ~~nor~~reporting purposes, the ~~selling~~transaction ~~stockholders~~was ~~have~~treated ~~done~~as ~~anything~~a ~~that~~recapitalization ~~would~~and ~~permit~~reverse ~~this~~acquisition, ~~offering~~with orLegacy ~~possession~~Deep orFission ~~distribution~~considered ofthe ~~this~~acquirer ~~prospectus,~~for ~~any~~accounting ~~prospectus~~purposes. ~~supplement~~As orsuch, ~~free~~the ~~writing~~historical ~~prospectus~~financial ~~filed~~results ~~with~~of ~~the~~Legacy ~~SEC,~~Deep inFission ~~any~~prior ~~jurisdiction~~to ~~where~~the ~~action~~Merger ~~for~~are ~~that~~considered ~~purpose~~our ishistorical ~~required,~~financial ~~other~~results ~~than~~under inapplicable ~~the~~accounting ~~United States~~principles. ~~Persons~~Accordingly, ~~outside~~ the ~~United~~historical ~~States~~financial ~~who~~statements ~~come~~included ~~into~~in ~~possession of~~ this prospectus, ~~any~~for ~~prospectus~~all ~~supplement~~periods orprior ~~free~~to ~~writing~~the ~~prospectus~~Merger, ~~must~~are ~~inform~~those ~~themselves~~of ~~about,~~Legacy Deep Fission and ~~observe~~not ~~any~~Surfside. ~~restrictions~~For ~~relating~~additional ~~to,~~information regarding the ~~offering~~accounting treatment of the ~~shares~~Merger or the basis of ~~common~~presentation ~~stock~~of the financial statements and ~~the~~related ~~distribution~~information included herein, see Note 1: Description of ~~this~~Business ~~prospectus,~~and ~~any~~Basis ~~prospectus~~of ~~supplement~~Presentation orto ~~free~~our ~~writing~~audited ~~prospectus~~consolidated ~~outside~~financial ~~the~~statements ~~United~~and ~~States~~our unaudited condensed consolidated financial statements included herein.

Totals and percentages in this prospectus and the Registration Statement of which this prospectus forms a part may be affected by rounding.

Restatement

As previously announced in our Current Report on Form 8-K filed with the SEC on April 9, 2026, on April 9, 2026, the Audit Committee (the “Audit Committee”) of the 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 material accounting errors identified by management subsequent to the issuance of the Company’s unaudited interim condensed consolidated financial statements as of and for the fiscal quarter ended September 30, 2025. Accordingly, the consolidated financial statements for the year ended December 31, 2024 included elsewhere in this prospectus were previously restated by the Company in order to reflect the correction of identified errors (the “Misstatements”) related to valuations of Simple Agreement for Future Equity (“SAFE Notes”) and stock-based compensation expense (the “Restatement”). For additional information, see Note 2. Restatement of Previously Issued Consolidated Financial Statements and Note 12. Restatement of Interim Financial Information (Unaudited) to our audited consolidated financial statements included elsewhere in this prospectus.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” includes forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to, among others, our plans, objectives and expectations for our business, operations and financial performance and condition, and can be identified by terminology such as “may,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “will,” “could,” “project,” “target,” “potential,” “continue” and similar expressions that do not relate solely to historical matters or actual results. Forward-looking statements are based on management’s belief and assumptions and on information currently available to management. Although we believe that the expectations reflected in forward-looking statements are reasonable, such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements.

Forward-looking statements relate to future events or our future operational or financial performance. Our forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual results, performance or achievements to be materially and adversely different from any future results, performance or achievements expressed, anticipated, or implied by these forward-looking statements. Some of such risks, uncertainties, and assumptions are described in the section below titled “Risk Factors” and elsewhere in this prospectus, in any applicable prospectus supplement and in any related free writing prospectus. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially and adversely from those in any express or implied forward-looking statements.

Accordingly, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. We base such statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, operating results, business strategy, short-term and long-term business operations and objectives, and financial needs. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of our forward-looking statements for any reason after the date of this prospectus, any applicable prospectus supplement, or any related free writing prospectus or to conform these statements to actual results or revised expectations, except as required by law.

This prospectus contains, and any applicable prospectus supplement and any related free writing prospectus may contain, estimates, projections and other information concerning our industry, our business and the markets for nuclear energy. Information based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained such industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry, government data and similar sources that we believe to be reliable. In some cases, we do not expressly refer to the sources from which such data are derived.

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

● the impact of current and future laws and regulations, especially those related to nuclear energy;

● our ability to achieve profitability and continue as a going concern;

● changes in domestic and foreign business, market, financial, political and legal conditions;

● our pursuit of an emerging, highly regulated market, with no commercial project operating as of the date of this registration statement;

● our ability to protect and enforce our intellectual property rights and the scope and duration of such rights;

● our reliance on third-parties, including suppliers, licensing partners, government entities and strategic partners, and our ability to maintain our relationships with such parties and enter into additional strategic partnerships in the future;

● our ability to commercialize our products and services on a large scale and grow effectively;

● our management team’s ability to successfully achieve our business objectives;

iii

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● our ability to raise additional capital to continue to maintain sufficient liquidity, develop our technology and scale our operations;

● changes to applicable policies, regulations, mandates and funding levels of the government entities that regulate our business or with whom we do business;

● the impact on us and our potential customers from changes in interest rates, inflation, tariffs, trade policies and rising costs, including commodity and labor costs;

● developments and projections relating to our business and our industry;

● our ability to adequately control the costs associated with our operations;

● the impact of increased global power demand and the need for increased power grid reliability and energy security, as well as the role of nuclear energy in the energy transition landscape;

● risks relating to the negative public or political perception of us or the nuclear energy industry in general;

● the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries that may be instituted against us in the future;

● potential cybersecurity risks to our operational systems and infrastructure;

● the development of an active trading market for our common stock;

● the impact of global events, disruptions, pandemics and geo-political tensions on our business, including our supply chain, and our customers;

● our intended use of proceeds from the 2026 Private Placement; and

● other risks and uncertainties, including those discussed in the section titled “Risk Factors.”

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, operating results, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section below titled “Risk Factors.” Moreover, we operate in a highly regulated environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this registration statement or to conform these statements to actual results or revised expectations, except as required by law.

You should read this registration statement and the documents that we reference in this registration statement as exhibits with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this registration statement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements

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PROSPECTUS SUMMARY

This summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in the securities covered by this prospectus. For a more complete understanding of the Company and this offering, we encourage you to read and consider carefully the more detailed information in this prospectus, any related prospectus supplement and any related free writing prospectus, including the information set forth in the sections titled “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the notes thereto included elsewhere in this prospectus in this prospectus, any related prospectus supplement and any related free writing prospectus in their entirety before making an investment decision.

Company Overview

Deep Fission’s pioneering design combines proven pressurized water reactor (“PWR”) technology with novel emplacement – 1-mile below the Earth’s surface. Our reactor, which we call the “Gravity Reactor” uses the Earth’s deep subsurface as a natural containment system—eliminating the need for expensive surface shielding. The natural pressure from the column of water above the reactor provides the pressure required, reducing the need for complex and expensive systems. The borehole water can also serve as a source of cooling for the reactor. These features of the Gravity Reactor significantly reduce plant costs compared to other light water reactor (“LWR”) designs. Unlike traditional builds that require massive amounts of concrete and steel, Gravity Reactors leverage natural gravity and geology to provide containment and safety.

The Gravity Reactor system is designed to scale modularly: individual units produce 15 MWe, and by clustering boreholes, we can deliver power installations of 1.5 GW or more for hyperscale data centers and other customers. This makes the platform uniquely suited to meet the rapidly growing demand for power from artificial intelligence (“AI”) workloads, energy-intense manufacturing, and energy-constrained regions. With site flexibility and no above-ground reactor visibility, Gravity Reactors overcome many of the siting and public acceptance challenges facing traditional nuclear power solutions. This innovation is expected to enable grid-scale nuclear deployments in just six months, turning what was once a multi-year construction process into a repeatable infrastructure product.

U.S. Department of Energy Nuclear Reactor Pilot Program and Near-Term Operations

In August 2025, we were selected by the U.S. Department of Energy (the “DOE”) as one of 11 projects across 10 companies for the DOE’s Nuclear Reactor Pilot Program. This program provides advanced reactor developers the opportunity to build a test reactor on federal or private land under DOE supervision. The goal of the program is for participating companies to demonstrate that their reactors can achieve criticality, are technically viable, and meet applicable safety and operational standards by July 2026.

Our near-term operations over the next twelve months are focused on advancing the activities necessary to achieve, consistent with the goals of the Reactor Pilot Program, criticality for our first pilot reactor in July 2026. We have announced plans to locate our planned pilot reactor at Great Plains Industrial Park in Parsons, Kansas, subject to the completion of site arrangements and applicable regulatory approvals.

Over the next six months, we expect to advance engineering, licensing, and site-development activities for our pilot reactor, including completion of detailed engineering design, borehole optimization work, site preparations, pre-application engagement with the DOE and the U.S. Nuclear Regulatory Commission (“NRC”), and procurement of long-lead components. Following these activities, we expect to begin preparation of reactor components for installation, as well as drilling and related field mobilization.

We are targeting June 2026 for non-nuclear commissioning and sub-critical startup testing, which the DOE must authorize before fuel loading. Our objective, consistent with the goals of the Reactor Pilot Program, is to achieve criticality in July 2026. Based on preliminary internal estimates, we expect to incur approximately $105 million in pilot-reactor development costs during this twelve-month period, primarily related to drilling, fuel procurement, and reactor and surface-facility equipment.

Following the achievement of criticality, for the remainder of the twelve-month period we expect to continue engineering and development activities, including work associated with our transition to a larger borehole configuration, as well as additional reactor testing, component demonstrations, and post-criticality activities under the Reactor Pilot Program.

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~~Financial~~In ~~Results~~connection with the Restatement, the Company also restated certain other financial statements that are not included in this prospectus.

~~For~~Control the year ended December 31, 2024 and the six months ended June 30, 2025, we generated no revenue and incurred net losses of $8.0 million and $7.1 million, respectively. As of December 31, 2024 we had an accumulated deficit of $8.7 million. Our auditor issued a going concern opinion on our financial statements for the year ended December 31, 2024.Considerations

~~For~~Our management, with the ~~nine~~participation ~~months~~of ~~ended~~our ~~September~~Chief 30Executive Officer and Chief Financial Officer, ~~2025~~has evaluated the effectiveness of our disclosure controls and procedures as of March 31, we2026. ~~generated~~The noterm ~~revenue~~“disclosure controls and ~~incurred~~procedures,” aas ~~net~~defined ~~loss~~in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of ~~$47.5~~1934, ~~million~~as amended (the “Exchange Act”), ~~compared~~means controls and other procedures of a company that are designed to ~~$4.1~~ensure ~~million~~that ~~for~~information ~~the~~required ~~same~~to ~~period~~be disclosed by a company in ~~2024.~~the Asreports ofthat ~~September~~it 30files or submits under the Exchange Act is recorded, ~~2025~~processed, wesummarized ~~had~~and anreported ~~accumulated~~within ~~deficit~~the oftime ~~$56~~periods specified in the SEC’s rules and forms.2 ~~million~~Disclosure controls and ~~used~~procedures ~~$6.5~~include, ~~million~~without oflimitation, ~~cash~~controls and procedures designed to ensure that information required to be disclosed by a company in ~~operating~~the ~~activities.~~reports ~~These~~that ~~factors~~it ~~raise~~files ~~substantial~~or ~~doubt~~submits ~~about~~under ~~our~~the ~~ability~~Exchange Act is accumulated and communicated to ~~continue~~our management, including our principal executive and principal financial officers, or persons performing similar functions, as aappropriate ~~going~~to ~~concern~~allow ~~within~~timely ~~one~~decisions ~~year~~regarding ~~after~~required ~~issuance~~disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of ~~these~~achieving ~~financial~~their ~~statements~~objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

~~Summary~~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 ~~Risk~~March ~~Factors~~31, ~~Related~~2026 as a result of material weaknesses in internal control over financial reporting. Management will be implementing changes to ~~Our~~strengthen ~~Business~~our internal controls and ~~Industry~~remediate the material weaknesses. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Material Weaknesses in Internal Control over Financial Reporting” for additional information related to the material weaknesses in internal control over financial reporting and our related remediation activities.

~~Investing~~Notwithstanding inthe ~~our~~identified ~~common~~material ~~stock~~weaknesses, ~~involves~~management abelieves ~~high~~that ~~degree~~the offinancial ~~risk.~~statements ~~Before~~and ~~making~~related anfinancial ~~investment~~information ~~decision.~~included ~~The~~in ~~following~~this isprospectus afairly ~~summary~~present, ofin ~~risk~~all ~~factors~~material ~~related~~respects, to our ~~business~~financial ~~and industry~~condition, ~~but~~results ~~is not a full statement~~ of ~~all~~operations ~~risk~~and ~~factors~~cash ~~described~~flows inas ~~this~~of, ~~prospectus~~and ~~relating~~for, tothe anperiods ~~investment~~presented in ~~our~~accordance ~~common~~with ~~stock~~U.S. ~~Please~~generally ~~see~~accepted ~~the~~accounting ~~section titled “Risk Factors~~principles.”

●Agreements ~~Our Gravity Reactor technology is unproven,~~ and ~~the~~Other ~~initial pilot facility and commercial applications may progress more slowly than projected or encounter delays and engineering changes that increase the expense and capital requirements for execution.~~Instruments

●This ~~The~~prospectus ~~market~~and ~~for~~the ~~our~~Registration ~~Gravity~~Statement ~~Reactor~~of ~~technology~~which this prospectus forms a part contain summaries of certain agreements and other instruments. Reference is ~~not~~made ~~yet~~to ~~established~~the actual agreements and other instruments for complete information, and all of the summaries are qualified in their entirety by the actual agreements and other instruments. Copies of such agreements and other instruments may ~~not~~be ~~achieve~~filed as exhibits to the ~~growth~~Registration ~~potential~~Statement weof ~~expect~~which orthis prospectus forms a part, and you may ~~grow~~obtain ~~more~~copies ~~slowly~~of ~~than~~those ~~expected~~agreements and other instruments as described under “Where You Can Find More Information.” IfMoreover, ~~demand~~such ~~for~~agreements ~~our~~and ~~technology~~other ~~fails~~instruments are intended to ~~develop~~provide ~~sufficiently~~you with information regarding the terms of such agreements and other instruments and not to provide any other factual or disclosure information about the Company, ~~our~~its ~~business~~subsidiaries or any other parties to such agreements and ~~operations~~other ~~could~~instruments. ~~suffer~~Such agreements and other instruments may contain representations, warranties, covenants and weother ~~would~~agreements beby ~~unable~~each of the parties to ~~achieve~~the ~~profitability~~applicable agreement or other instrument. These representations, warranties, covenants and other agreements have been made solely for the benefit of the other parties to the applicable agreement or other instrument and:

● Weshould ~~are~~not ~~subject~~in toany ~~extensive~~instances ~~laws~~be ~~and~~treated ~~regulations~~as ~~relating~~categorical tostatements ~~various aspects~~ of ~~our business~~fact, ~~including~~but ~~licensing~~rather byas ~~the~~a ~~NRC~~way toof ~~commercialize~~allocating ~~our~~the ~~products.~~risk ~~There~~among ~~can be no assurance that~~ the ~~necessary~~parties ~~approvals~~if ~~and~~those ~~licenses~~statements ~~will~~prove ~~be granted on a timely basis, or at all. Any required revisions~~ to ~~address NRC concerns could~~ be ~~costly and significantly delay commercialization.~~inaccurate;

● Wemay ~~are~~be anqualified ~~early-stage~~by ~~company~~disclosures ~~with~~that awere ~~history~~made ~~of financial losses, and we expect~~ to ~~continue~~the toother ~~incur~~party ~~financial~~in ~~losses~~connection ~~for~~with the ~~foreseeable~~negotiation ~~future.~~of Wethe ~~cannot~~applicable ~~assure~~document, ~~you~~which ~~that~~disclosures weare ~~can~~not ornecessarily ~~will~~reflected bein ~~able~~the ~~to operate profitably.~~document;

● ~~The~~may ~~cost~~apply standards of ~~electricity~~materiality ~~generated~~in ~~from~~a ~~nuclear~~way ~~sources~~that oris ~~our~~different ~~Gravity~~from ~~Reactors~~what may ~~not~~ be ~~cost~~viewed ~~competitive~~as ~~with~~material ~~future~~to ~~electricity~~you ~~generation~~or ~~sources~~other ininvestors; ~~some markets, which could materially~~ and ~~adversely affect our business.~~

● Wewere ~~have~~made ~~not~~only ~~yet~~as ~~entered~~of ~~into~~the ~~any~~date ~~binding~~of ~~contract~~the ~~with~~applicable ~~any~~document ~~customer~~or tosuch ~~deliver~~other ~~our~~date ~~Gravity~~or ~~Reactors,~~dates ~~and~~as ~~there~~may ~~is no guarantee that we will~~ be ~~able~~specified ~~to do so~~ in the ~~future.~~document ~~This~~and ~~limited~~are ~~commercial~~subject ~~operating history makes it difficult~~ to ~~evaluate~~more ~~our~~recent ~~prospects, the risks and challenges we may encounter and our total potential addressable market~~developments.

● If we fail to manage our growth effectively, we may be unable to execute our business plan, which could have a material adverse effect on our business prospects, financial condition, results of operations and cash flows.

● Our future revenue plans rely on participating with strategic partners and government entities. There can be no assurance that we will be successful in entering into such needed partnerships.

● Our operating and financial projections rely on management assumptions and analyses. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our forecasted results.

● We have limited experience commercializing our products at a large scale and may not be able to do so efficiently or effectively.

● If manufacturing and construction issues are not identified prior to design finalization, long-lead procurement, and/or module fabrication, then those issues will be realized during production, fabrication or construction and may impact plant deployment cost and schedule.

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~~● We may need to defend ourselves against intellectual property infringement claims~~Market, ~~which~~Industry ~~may be time-consuming~~ and ~~could~~Other ~~cause us to incur substantial fees and costs.~~Data

●This ~~The~~prospectus ~~benefits~~contains toestimates, ~~customers~~projections ofand other information concerning our ~~products~~industry ~~could~~and bethe ~~supplanted~~markets byin ~~other~~which we operate, including the markets for nuclear energy and related technologies. Unless otherwise expressly stated, the estimates, projections and other information concerning our industry and the markets in which we operate that is contained in this prospectus is based on management’s knowledge of and experience to date in our industry and the good faith estimates of management. Much of this information consists of forward-looking statements subject to the disclaimers and risks described herein. However, even the historical information is based on estimates, forecasts, projections, market studies or ~~solutions~~similar methodologies that are inherently subject to uncertainties and assumptions, and actual results may differ materially from those expressed or ~~competitors~~implied by such information. In addition, the estimates, projections and other information contained in this prospectus, including those based on management’s ~~products~~knowledge ~~that~~of ~~utilize~~and experience to date in our industry, may rely on inputs from reports, research surveys, studies and similar ~~technology~~data prepared by third parties, industry sources and governmental sources that we believe to ~~ours~~be inreliable. aHowever, ~~more~~we ~~effective~~have ~~way~~not independently verified such third-party information and do not make any representation as to its accuracy or completeness.

●Industry, Wemarket and ~~our~~other ~~target~~data ~~customers~~are ~~operate~~subject into achange ~~politically~~and ~~sensitive~~may ~~environment~~be limited by the availability of raw data, ~~and~~the voluntary nature of the ~~public~~data ~~perception~~gathering process and other limitations inherent in any statistical survey of ~~nuclear~~such ~~energy~~data. ~~can~~These ~~affect~~and ~~our~~other ~~customers~~factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates.

~~● Accidents involving nuclear power facilities~~Trademarks, ~~including~~Service ~~but~~Marks ~~not limited to events similar to the Three Mile Island, Chernobyl~~ and ~~Fukushima~~Trade Daiichi nuclear accidents, or terrorist acts or other high-profile events involving radioactive materials, could materially and adversely affect nuclear power producers and the markets for nuclear power, and increase regulatory requirements and costs that could materially and adversely affect our business.Names

●We ~~Our~~own ~~auditor~~or ~~has~~have ~~issued~~rights to use various trademarks, service marks and trade names used in this prospectus and the Registration Statement of which this prospectus forms a ~~“going~~part, ~~concern”~~which ~~opinion~~are protected under applicable intellectual property laws. This prospectus and the Registration Statement of which this prospectus forms a part may also contain trademarks, service marks and trade names of other companies, which are, to our knowledge, the property of their respective owners. Solely for convenience, certain trademarks, service marks and trade names referred to in this prospectus or the Registration Statement of which this prospectus forms a part appear without the ®, ™ and SM symbols, but such references are not intended to indicate, in any way, that we or the applicable owner will not assert, to the fullest extent under applicable law, all rights to these trademarks, service marks and trade names. We do not intend our use or display of other parties’ trademarks, service marks or trade names to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties.

● Our business plans require a significant amount of capital. Our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders or contain terms unfavorable to us or our investors. Moreover, there can be no assurance that such capital will be available to us on a timely basis, if at all.

● Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by domestic and international financial institutions or transactional counterparties, could adversely affect our business, financial condition, and results of operations.

● Any acquisitions, partnerships, or joint ventures that we enter into could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.

● We may be unable to adequately control the costs associated with our operations.

● Security breaches and other disruptions could compromise our proprietary information and expose us to liability, which would cause our business and reputation to suffer.

● Current and future geopolitical and macroeconomic events outside of our control, including changes in interest rates, levels of inflation and foreign currency exchange rates, could adversely impact our business, results of operations, cash flows, financial condition and liquidity.

● Uncertain global macroeconomic and political conditions could materially adversely affect our business prospects, financial condition, results of operations, and cash flows.

● Our ability to rely on global supply chains for source components and/or raw materials may be impacted by tariffs, trade disputes, or other changes in trade policy or trade regulation.

● The direct and indirect impact on us and our value chain from severe weather and other effects of climate change could adversely affect our financial condition, operating results, and cash flows.

● Our customers could incur substantial costs as a result of violations of, or liabilities under, environmental laws.

● Litigation or legal proceedings could expose us to significant liabilities, occupy a considerable amount of our management’s time and attention, and damage our reputation.

● We are subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. We can face criminal liability and other serious consequences for violations, which can harm our business, prospects, financial condition and operating results.

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●CAUTIONARY ~~Being~~NOTE ON aFORWARD-LOOKING ~~public company can be administratively burdensome and will significantly increase our legal and financial compliance costs.~~STATEMENTS

●This ~~Our~~prospectus ~~management~~contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as aamended ~~group~~(the ~~has~~“Securities ~~limited~~Act”), ~~experience~~and ~~operating~~Section 21E aof ~~publicly~~the ~~traded~~Exchange ~~company~~Act, and is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements contained in this prospectus other than statements of historical fact are forward-looking statements.

~~Implications~~Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “target,” “potential,” “continue,” “could,” “will,” “would,” or similar expressions, or the negative of ~~Being~~these anterms ~~Emerging~~or ~~Growth~~similar ~~Company~~expressions, ~~and~~although anot ~~Smaller~~all ~~Reporting~~forward-looking ~~Company~~statements contain these identifying words.

AsForward-looking astatements ~~company~~contained ~~with less than $1.235 billion~~ in ~~revenue~~this ~~during~~prospectus our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to, statements regarding:

● ~~being~~our ~~permitted~~future toresults ~~present only two years~~ of ~~audited~~operations ~~financial statements~~ and ~~only~~financial two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in our periodic reports and registration statements, including this prospectuscondition;

● ~~reduced~~our ~~disclosure~~business ~~about~~strategy, including our ~~executive~~commercialization ~~compensation~~strategy ~~arrangements~~and our ability to generate revenue and the expected function and benefits of our Gravity Nuclear Reactor (“Gravity Reactor”) design and related boreholes;

● ~~not~~our ~~being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act~~plans, asobjectives ~~amended,~~and onexpectations ~~the~~for ~~effectiveness of~~ our ~~internal controls over financial reporting~~business;

● ~~reduced~~our ~~disclosure~~plan ~~obligations~~to ~~regarding~~list ~~executive~~our ~~compensation~~common ~~arrangements~~stock inon ~~our periodic reports~~Nasdaq, ~~proxy statements~~ and ~~registration~~ability ~~statements,~~to ~~including~~maintain ~~this~~such ~~prospectus~~listing; ~~and~~

● ~~exemptions~~our ~~from~~phased ~~the~~deployment ~~requirements~~plan, ofincluding ~~holding~~our atargeted ~~nonbinding~~or ~~advisory~~expected ~~vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.~~timelines;

We● ~~may use these provisions until the last day of~~ our ~~fiscal year~~operations inand ~~which~~technology, ~~the~~including ~~fifth anniversary of~~ the ~~first~~development ~~sale~~ of our ~~common~~technology ~~stock~~according ~~pursuant~~ to ~~an effective registration statement occurs. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,”~~ our annual gross revenues exceed $1.235 billion or we issue more than $1.00 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.expectations;

We● ~~have elected to take advantage of certain of~~ the ~~reduced~~targeted ~~disclosure~~electrical ~~obligations~~generation incapacity ~~the registration statement of which this prospectus is a part~~ and ~~may~~safety ~~elect~~expectations ~~to take advantage~~ of ~~other reduced reporting requirements in future filings. As a result, the information that we provide to~~ our ~~stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.~~reactors;

~~The~~● ~~JOBS~~our ~~Act~~current ~~provides~~expectations ~~that~~and antargets ~~emerging growth company can take advantage of an extended transition period~~ for ~~complying~~reactors with ~~new~~2x2 orfuel ~~revised~~assembly ~~accounting~~configurations ~~standards, until those standards apply to private companies. We have elected to take advantage of the benefits of this extended transition period~~ and, ~~therefore,~~3x3 wefuel ~~will~~assembly not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an emerging growth company or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which we will adopt the recently issued accounting standard.configurations;

●

our expectations regarding experiences and efficiencies gained through deployments and the impact on later deployments;

●

our financial estimates, including per reactor capital costs of deployment, annual cash operating expenses per reactor, annual revenue generation per reactor and annual cash contribution per reactor, in each case whether for 2x2 fuel assembly configurations or 3x3 fuel assembly configurations;

●

the requirement to, and ability to obtain, regulatory approvals, including licensing with the NRC (as defined below);

●

our expectations regarding our potential customer group;

●

our expectations regarding our intellectual property protection, including securing or maintaining any patents;

●

the period over which we anticipate our existing cash will be sufficient to operate our business;

●

our expected costs and the timeline for those costs, including the amount of additional capital required to complete development of, and license and commercially deploy, our first commercial reactor, and the availability of potential financings to obtain such additional capital; and

●

the assumptions underlying or relating to any of the foregoing.

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WeForward-looking ~~are~~statements ~~also~~involve aknown ~~“smaller~~and ~~reporting~~unknown ~~company~~risks,” asuncertainties ~~defined~~and inother ~~the~~factors ~~Securities Exchange Act of 1934, as amended (the “Exchange Act”)), meaning~~ that ~~the~~may ~~market~~cause ~~value of~~ our ~~stock~~actual ~~held~~results, byperformance ~~non-affiliates~~or ~~was~~achievements ~~less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We will continue~~ to bediffer amaterially ~~smaller~~from ~~reporting~~those ~~company~~expressed ~~until~~or ~~the~~implied ~~last day of the fiscal year in which either (i) the market value of our stock held~~ by ~~non-affiliates is more than $250 million measured on~~ the ~~last business day of our second fiscal quarter or (ii) our annual revenue is more than $100 million during the most recently completed fiscal year and the market value of our stock held by non~~forward-~~affiliates~~looking ~~is more than $700 million measured on the last business day of our second fiscal quarter~~statements. IfImportant wefactors ~~are~~that acould ~~smaller~~cause ~~reporting~~actual ~~company~~results ~~at the time we cease~~ to bediffer anmaterially ~~emerging growth company, we may continue to rely on exemptions~~ from ~~certain~~those ~~disclosure~~in ~~requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only~~ the ~~two~~forward-looking ~~most recent fiscal years of audited financial~~ statements in ~~our~~this ~~Annual~~prospectus ~~Report on Form 10-K and~~include, ~~similar~~among toother ~~emerging growth companies~~things, ~~smaller~~the ~~reporting~~factors ~~companies~~summarized ~~have reduced disclosure obligations regarding executive compensation.~~below:

~~Corporate~~● ~~Information~~our status as a pre-revenue company, our ability to continue as a going concern, and our ability to achieve or sustain profitability;

We● ~~were~~our ~~incorporated~~ability asto ~~Surfside~~raise ~~Acquisition Inc.~~substantial ~~(“Surfside”)~~additional incapital ~~the~~through ~~State of Delaware on December 10~~equity, ~~2021.~~debt ~~Prior~~or toother ~~the~~financing ~~Merger~~transactions ~~(as~~on ~~defined~~acceptable ~~below)~~terms, weor ~~were~~at ~~a “shell company” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934~~all, asto ~~amended~~fund ~~(the “Exchange Act”)). On September 3, 2025, we formed~~ our ~~wholly owned subsidiary~~operations, ~~Deep~~technology ~~Fission Acquisition Co.~~development, aregulatory ~~Delaware corporation (“Acquisition Sub”). On September 5~~activities, ~~2025~~construction, wetesting and Acquisition Sub entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Deep Fission, Inc., a private Delaware corporation (“Legacy Deep Fission”), pursuant to which Acquisition Sub merged with and into Legacy Deep Fission, with Legacy Deep Fission continuing as the surviving corporation and becoming our wholly owned subsidiary (the “Merger”).The Merger Agreement and the Merger were approved by all of our stockholders and by the holders of a majority of the outstanding shares of common stock of Legacy Deep Fission (the “Legacy Deep Fission Common Stock”) voting together as a single class. On September 5, 2025, we completed the Merger.commercialization;

~~Our~~● ~~principal~~our ~~executive~~ability ~~offices~~to ~~are~~design, ~~located~~develop, attest, ~~2001~~validate, ~~Addison~~license, ~~Street~~construct, ~~Suite~~deploy ~~300,~~and ~~Berkeley,~~operate ~~California~~our ~~94704.~~Gravity ~~Our~~Reactor ~~telephone~~and ~~number~~related istechnologies, ~~(707) 400-0778.~~including ~~Our~~the ~~website~~feasibility ~~address~~of isour ~~www.deepfission.com.~~subsurface ~~Information~~deployment ~~contained~~model onand our ability to drill, orconstruct ~~that~~and ~~can~~maintain beboreholes ~~accessed~~and ~~through,~~related ~~our~~infrastructure ~~website~~to isthe ~~not~~required adepth, ~~part~~width ofand ~~this~~technical ~~prospectus.~~specifications;

~~All~~● ~~trademarks,~~our ~~service~~ability ~~marks~~to ~~and~~identify, ~~trade~~acquire, ~~names~~lease ~~appearing~~or inotherwise ~~this~~obtain ~~prospectus~~access ~~are~~to ~~the~~suitable ~~property~~sites offor ~~their~~the ~~respective~~construction ~~holders.~~and ~~Use~~operation ~~or display by us~~ of ~~other~~our ~~parties’ trademarks~~facilities, ~~trade~~including ~~dress,~~sites orwith ~~products~~appropriate ingeologic ~~this~~characteristics ~~prospectus~~and isregulatory ~~not~~approvals ~~intended~~for ~~to,~~drilling and ~~does~~nuclear ~~not, imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owners.~~activities;

~~Recent~~● ~~Developments~~our ability to build, commission and successfully operate test reactors, demonstration facilities or commercial reactors, including under the DOE’s (as defined below) Reactor Pilot Program or other government programs;

~~Memorandum~~● our ability to obtain, maintain and renew required licenses, permits and approvals from the NRC, the DOE and other federal, state, local or foreign governmental and regulatory authorities, and the timing and outcome of ~~Understanding~~such regulatory processes;

~~Concurrent~~● ~~with~~ the ~~2026~~availability, ~~Private Placement~~timing, ~~the~~adequacy ~~Company~~and ~~entered~~cost ~~into a non-binding memorandum~~ of ~~understanding~~nuclear ~~with~~fuel ~~Blue~~necessary ~~Owl Digital Infrastructure Advisors LLC (“Blue Owl”) pursuant~~ to ~~which~~operate ~~the~~our ~~parties intend to explore a potential strategic collaboration related to the development and deployment of nuclear energy projects~~reactors, including ~~the~~LEU ~~evaluation~~(as ofdefined ~~potential~~below) ~~power~~or ~~offtake~~other ~~and project-level financing opportunities. The memorandum of understanding does not obligate either party to consummate any transaction. In connection with the collaboration~~fuels, ~~the~~and ~~Company~~our ~~granted~~ability ~~Blue Owl customary, non-exclusive rights of first offer with respect~~ to ~~certain~~secure ~~potential~~fuel ~~future~~supply ~~power~~arrangements ~~offtake~~on ~~opportunities~~commercially ~~and~~reasonable ~~project-level financing opportunities~~terms, inor ~~each~~at ~~case subject to definitive documentation and mutual agreement.~~all;

~~Lease~~● ~~Agreement~~the cost, availability and performance of key materials, components and services, including specialized nuclear, drilling and industrial equipment and services, and our reliance on third-party suppliers, contractors and strategic partners;

In● ~~connection with~~ our ~~participation~~ability into ~~the~~manage ~~DOE~~operating ~~Nuclear~~expenses, ~~Reactor~~capital ~~Pilot~~expenditures ~~Program,~~and onconstruction ~~February 9~~costs, ~~2026,~~including wethe ~~executed~~risk athat ~~long-term~~development ~~lease~~or ~~for~~deployment ~~approximately~~costs ~~100~~may ~~acres~~be ofhigher ~~land~~than ~~at Great Plains Industrial Park in Parsons, Kansas.~~anticipated;

● our ability to meet development, construction, testing, regulatory and commercialization timelines;

●

the willingness of customers, investors, strategic partners and regulators to adopt or support our technology, particularly given our limited operating history and the fact that our technology has not yet been proven at commercial scale;

●

our ability to identify customers for our electricity or related services and to negotiate and enter into power purchase agreements or other long-term commercial arrangements on acceptable terms, or at all;

●

our ability to obtain timely and cost-effective interconnection to electric transmission systems and access to sufficient transmission capacity to deliver electricity generated by our facilities to customers;

●

our ability to attract and retain qualified personnel, including our executive officers, technical leadership and other key employees;

●

our ability to obtain, maintain, protect and enforce our intellectual property rights and to operate our business without infringing, misappropriating or otherwise violating the intellectual property rights of others;

●

the development of an active trading market for our common stock, including our ability to obtain and maintain a listing on Nasdaq, and the risk that an active or liquid trading market may not develop or be sustained;

●

the liquidity and potential volatility of the market price of our common stock if a trading market develops;

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~~THE~~● ~~OFFERING~~the impact of domestic and international economic, financial, political and legal developments on our operations, including changes in interest rates, inflation, taxes, tariffs, trade policies, commodity costs, labor costs and capital markets conditions;


Resale of Common Stock

Shares of common stock offered by the selling stockholders		We are registering the resale by selling stockholders named in this prospectus, or their permitted transferees, of an aggregate of 5,462,751 shares of common stock, consisting of:

		●up to 5,333,333 2026 PIPE Shares; and

		●up to 129,418 Warrant Shares.

Use of proceeds		We will not receive any proceeds from the sale of the shares of common stock offered by the selling stockholders. We may, however, receive up to $1.9 million in aggregate gross proceeds from the exercise of the 2026 Placement Agent Warrants to the extent they are exercised for cash. To the extent we receive cash proceeds upon the exercise of the 2026 Placement Agent Warrants, we intend to use any proceeds therefrom for general working capital and corporate purposes, including towards the engineering, research and development of our first pilot nuclear reactor and related technologies. See “Use of Proceeds” of this prospectus.

Terms of the offering		The selling stockholders will determine when and how they will dispose of the securities registered for resale under this prospectus.

Lock-Up agreements		Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See the section titled “Certain Relationships and Related Party Transactions—Lock-Up Agreements.”

Use of proceeds		We will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholders, except with respect to amounts received by us due to the exercise of the 2026 Placement Agent Warrants.

Risk factors		Investing in our securities involves a high degree of risk. You should read the section titled “Risk Factors” for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

Market for our shares		There is not currently, and there has never been, any established public trading market for any of our securities. We have applied to have our common stock quoted on the OTC Markets-OTCQB tier (the “OTCQB”). We cannot assure you that the common stock will become eligible for trading on the OTCQB or any other exchange or market.

●

changes in laws, regulations, policies, mandates, interpretations, enforcement priorities and funding levels applicable to nuclear energy, environmental protection, drilling, construction and other aspects of our business;

●

the risk of accidents, safety incidents, operational failures, construction incidents or other catastrophic events associated with nuclear facilities or related infrastructure, including risks of personal injury, illness, death, environmental contamination, property damage and associated liability;

●

our potential exposure to environmental liabilities, including under CERCLA (as defined below) and other environmental, health and safety laws and regulations;

●

the costs associated with the handling, storage, transportation and disposal of spent nuclear fuel and other radioactive or hazardous materials;

●

cybersecurity risks affecting our systems, infrastructure, facilities or third-party partners;

●

the outcome of litigation, investigations, regulatory proceedings or other legal matters;

●

risks relating to negative public or political perception of us or the nuclear energy industry generally; and

●

the risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this prospectus.

The foregoing does not represent an exhaustive list of factors that could impact the forward-looking statements contained herein or the risk factors that we are faced with. Moreover, we operate in a highly regulated, capital-intensive and evolving industry, and new risks and uncertainties may emerge from time to time that could affect our business, prospects, results of operations, or financial condition.

Forward-looking statements in this prospectus are based on management’s current expectations, estimates, forecasts, projections, beliefs and assumptions and on information available to us as of the date of this prospectus. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. Forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors, many of which are beyond our control, that could cause our actual results, performance, developments or achievements to differ materially from those expressed in or implied by the forward-looking statements.

Accordingly, you should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this prospectus. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

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~~RISK~~PROSPECTUS ~~FACTORS~~SUMMARY

~~Investing~~This insummary ~~our~~highlights ~~common~~certain ~~stock~~information ~~involves~~about aus, ~~high~~this ~~degree~~offering ofand ~~risk.~~selected ~~You~~information ~~should~~contained ~~carefully~~elsewhere ~~consider~~in ~~the~~this ~~risk~~prospectus. ~~factors~~This ~~discussed~~summary ~~below~~is ~~when~~not ~~considering~~complete anand ~~investment~~does innot ~~our~~contain ~~common~~all ~~stock~~of ~~and~~the ~~any~~information ~~risk factors~~ that ~~may~~you beshould ~~set~~consider ~~forth~~before indeciding ~~the~~whether ~~applicable~~to ~~prospectus~~invest ~~supplement,~~in ~~any~~our ~~related~~common ~~free~~stock. ~~writing~~You ~~prospectus,~~should asread ~~well as risks~~ and ~~uncertainties~~consider ~~described~~carefully ~~below~~this ~~together~~prospectus ~~with~~or ~~all~~any ofamendment ~~the~~or ~~other~~supplement ~~information~~to ~~contained~~this prospectus in ~~this~~their ~~prospectus,~~entirety ~~any~~before ~~applicable~~making ~~prospectus~~an ~~supplement~~investment decision, ~~and~~including ~~any~~the ~~related~~information ~~free~~set ~~writing~~forth ~~prospectus.~~in Ifthis ~~any~~prospectus ofin the ~~following~~sections ~~risks~~titled ~~actually~~“About ~~occur~~this Prospectus,” ~~our~~“Cautionary ~~business~~Note on Forward-Looking Statements,” ~~prospectus~~“Risk Factors,” ~~operating~~“Business” ~~results~~and “Management’s Discussion and ~~financial~~Analysis ~~condition~~of ~~could~~Financial ~~suffer~~Condition ~~materially.~~and InResults ~~such~~of ~~event~~Operations,” ~~the~~as ~~trading~~well ~~price~~as of our ~~common~~consolidated ~~stock~~financial ~~could~~statements ~~decline,~~ and ~~you~~the ~~might~~notes ~~lose~~thereto ~~all~~included orelsewhere ~~part~~in ofthis ~~your investment~~prospectus.

~~Risks~~Company ~~Related to Our Business and Industry~~Overview

Deep Fission, Inc. (“Deep Fission,” the “Company,” “we,” “our,” or “us”) is a nuclear energy technology company developing a small modular reactor (“SMR”) based on established pressurized water reactor (“PWR”) technology, with novel emplacement in deep boreholes approximately one mile below the Earth’s surface. Our reactor, which we refer to as the Gravity Reactor, ~~technology~~will isleverage ~~unproven~~subsurface conditions to support key containment and operating functions, including the use of hydrostatic pressure from a water column within the borehole to support reactor operating pressure and cooling, and the ~~initial~~surrounding ~~pilot~~geological ~~facility~~formation to provide structural confinement and ~~commercial~~shielding. ~~applications~~This ~~may~~approach ~~progress~~is ~~more~~intended ~~slowly~~to ~~than~~reduce ~~projected~~reliance oron ~~encounter~~large ~~delays~~surface containment structures and ~~engineering~~other ~~changes~~safety-related ~~that~~infrastructure ~~increase~~associated ~~the~~with ~~expense~~conventional nuclear power plants, support faster deployment timelines, improve security, enhance safety, and enable lower capital ~~requirements~~and ~~for~~operating ~~execution~~costs relative to conventional nuclear facilities, while reducing exposure to environmental and other surface-level hazards.

~~Our~~Each 3x3 Gravity Reactor ~~technology~~ is intargeted ~~the~~to ~~developmental~~produce ~~stage~~up ~~and~~to ~~has~~15 ~~not~~megawatts ~~been~~of ~~proven~~electric power output (“MWe”), as further described in a“—Our ~~real-world~~Technology—Reactor ~~setting~~Architecture”. WeIndividual ~~are~~reactors ~~currently~~may ~~testing~~be ~~our~~deployed ~~Gravity~~as ~~Reactor~~standalone ~~technology~~installations ator angrouped ~~initial~~in ~~pilot~~clusters ~~facility;~~of ~~however,~~boreholes ~~actual~~at ora ~~perceived~~single ~~design~~site, ~~production,~~which ~~performance,~~may orenable ~~other~~longer ~~quality~~refueling ~~issues~~cycles ~~could~~through ~~result~~coordinated infuel ~~significant~~management, ~~project~~staggered ~~delays~~refueling schedules and ~~engineering~~more ~~changes~~efficient ~~that~~utilization ~~increase~~of ~~the~~shared ~~expense~~infrastructure, and ~~capital~~support ~~requirements~~larger ~~for~~installations ~~execution.~~capable ~~This~~of ~~risk~~supplying ishundreds ~~pronounced~~and inpotentially ~~connection~~thousands ~~with~~of ~~the~~MWe ~~introduction~~ of ~~new~~generation ~~technology~~capacity.

~~The~~Our ~~market~~commercialization ~~for~~strategy ~~our~~is ~~Gravity~~based ~~Reactor~~on a phased deployment plan designed to move toward commercialization in the next three years. Given that reactor criticality using established PWR technology is ~~not~~well ~~yet~~understood, ~~established~~we ~~and~~are ~~may~~prioritizing ~~not~~validation ~~achieve~~of the ~~growth~~hardest ~~potential~~and wemost ~~expect~~differentiated orparts ~~may~~of ~~grow~~our system, to reduce risk earlier and move more ~~slowly~~directly ~~than~~toward ~~expected~~a commercialization outcome. IfOur ~~demand~~key ~~for~~demonstration ~~our~~objectives ~~technology~~include ~~fails~~drilling to ~~develop~~depth ~~sufficiently,~~at ~~our~~commercial ~~business~~scale, installing and ~~operations~~integrating ~~could~~a ~~suffer~~nuclear system a mile underground, and operating as part of a complete energy ecosystem. Critically, we ~~would~~aim to prove that each of these milestones can be ~~unable~~achieved on a timeline sufficient to ~~achieve~~meet ~~profitability~~the AI-driven surge in demand for energy. We are currently participating in the U.S. Department of Energy (“DOE”) Reactor Pilot Program and expect to demonstrate our system as part of that program.

The ~~market~~first ~~for~~phase ~~Gravity~~of ~~Reactors~~our ~~has~~phased ~~not~~deployment ~~yet~~plan ~~been~~involves ~~established.~~engineering ~~Our~~validation ~~projections~~and ~~for~~proof ~~the~~of ~~total~~concept ~~addressable~~wells. ~~market~~We ~~are~~have ~~based on~~ a ~~number~~long-term oflease ~~internal~~for ~~and~~approximately ~~third-party~~100 ~~estimates,~~acres ~~including,~~located ~~but~~within ~~not~~the ~~limited~~Great ~~to,~~Plains ~~levels~~Industrial ofPark ~~demand~~in ~~for~~Parsons, ~~clean~~Kansas ~~energy,~~(the ~~including~~“Kansas ~~nuclear~~Site”) ~~power,~~and ~~the~~have ~~number~~commenced ofinitial ~~potential~~field ~~customers~~development ~~who~~activities ~~have~~at ~~expressed~~the ~~interest~~site. inAs ~~our~~part ~~products~~of ~~and~~this ~~services~~phase, ~~estimates~~we ofhave ~~prices~~already ~~and~~drilled ~~production~~our ~~costs~~first ~~for~~data ~~our~~acquisition ~~Gravity~~well ~~Reactors~~to ~~and~~gather ~~the~~real-world ~~various~~data ~~components~~up ofto ~~our~~6,000 ~~SMR~~feet ~~solution~~deep. Next, we will demonstrate our ability to ~~leverage~~drill ~~our~~a ~~logistical~~commercial-scale borehole and ~~operational~~safely ~~processes,~~deploy ~~and~~a ~~general~~prototype ~~market conditions~~reactor. ~~However,~~We ~~our~~continue ~~assumptions~~to ~~and~~advance ~~the data underlying~~ our ~~estimates~~reactor ~~may~~design ~~not~~in beparallel ~~correct~~with ~~and~~these ~~the~~activities, ~~conditions~~including ~~supporting~~planning ~~our~~additional ~~assumptions~~drilling oractivities ~~estimates~~and ~~may~~conducting ~~change~~related atengineering ~~any~~and ~~time~~emplacement work, ~~thereby~~and ~~reducing~~we ~~the~~are ~~predictive~~targeting ~~accuracy~~completion of these ~~underlying~~activities ~~factors.~~in Asthe acoming ~~result,~~months. ~~our~~The ~~estimates~~balance of ~~the~~this ~~annual~~year ~~total~~and ~~addressable~~into ~~market~~early ~~for~~2027 ~~our~~will ~~services,~~be asfocused ~~well~~on as the ~~expected~~delivery ~~growth~~of ~~rate~~key components for ~~the~~full-system ~~total~~installation, ~~addressable~~including ~~market~~well ~~for~~casing, our ~~services~~reactor canister, ~~may~~and ~~prove~~heat toexchanger, beas ~~incorrect~~well as LEU fabrication and loading.

~~Challenges~~The ~~that~~second ~~could~~phase ~~impact~~of our ~~expectations~~phased ~~for~~deployment ~~the~~plan ~~timeline~~involves ~~and~~DOE ~~costs~~authorization ~~of market development might arise from obtaining federal, state,~~ and ~~local~~one ~~permits~~or ~~and~~more ~~approvals,~~commercial ~~transportation,~~pilot ~~threatened~~wells. ~~litigation~~Specifically, ~~political~~subject ~~or host community opposition~~ to ~~proposed~~DOE ~~SMR sites~~authorization, ~~access~~we intend to ~~and~~demonstrate ~~availability~~the ofGravity ~~raw materials~~Reactor, ~~lack of requisite legislative changes where applicable~~ and ~~lack of support or opposition from governmental entities. The timeline~~ to ~~scale-up~~apply ~~and~~for ~~deploy~~a ~~the~~commercial ~~necessary~~license ~~technological~~with ~~processes for~~ the ~~commercialization of Gravity Reactors is also based upon assumptions regarding our technology and general market conditions~~U.S. ~~However,~~Nuclear ~~our~~Regulatory ~~Gravity~~Commission ~~Reactor~~(“NRC”) ~~technologies~~in ~~have not been proven at scale, our assumptions and~~ the ~~data~~first ~~underlying~~half ~~these~~of ~~estimates may not be correct~~2027, ~~and~~converting the ~~conditions~~same ~~supporting~~pilot ~~our~~reactor ~~assumptions~~to orcommercial ~~estimates~~operation. ~~might~~We ~~change~~are atworking ~~any~~closely ~~time,~~with ~~reducing~~both the ~~accuracy~~DOE ofand ~~these underlying assumptions. As a result,~~ the ~~market~~NRC ~~for~~to ~~SMR~~align ~~may~~demonstration ~~not~~and ~~develop~~licensing, onas ~~the timeline~~ we ~~expect~~are oraiming atto ~~all,~~move ~~and~~these weefforts ~~may~~forward ~~not~~together ~~realize~~rather ~~the~~than ~~financial~~advancing ~~performance~~them wein ~~have projected~~sequence.

WeThe ~~are~~third ~~subject~~and tofinal ~~extensive~~phase ~~laws~~of ~~and~~our ~~regulations~~phased ~~relating~~deployment toplan ~~various~~involves ~~aspects~~the construction of ~~our~~surface ~~business,~~facilities ~~including~~and seeking high-volume commercial licensing byfor ~~the~~deployment ~~NRC.~~of ~~There~~multiple ~~can~~reactors beat noa ~~assurance~~single ~~that~~site ~~the~~through ~~necessary~~clustered ~~approvals~~boreholes, and ~~licenses~~subsequently, ~~will~~at bemultiple ~~granted~~sites. onWe aare ~~timely~~targeting ~~basis,~~as ifearly atas ~~all~~2027 to seek such high-volume commercial licensing with the NRC, ~~which~~and ~~could~~anticipate ~~significantly~~a ~~delay~~one-year orlag ~~prevent~~between the ~~commercialization~~start of ~~our~~construction ~~products~~and revenue recognition.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, including with respect to the possession of radioactive materials; design, manufacture, operations, marketing and export of nuclear technologies; employment and labor; tax; data security of the operational and information technology we use; health and safety; and zoning and environmental issues. Laws and regulations at the foreign, federal, state and local levels may change and may be interpreted in different ways, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative changes. We cannot guarantee that our measures to monitor these developments and the time and resources we spend to comply with these laws, regulations and guidelines will be satisfactory to regulators or other third parties, such as our customers, who may also be subject to extensive governmental regulation.

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WeOur ~~may~~approach ~~need~~ to ~~expend~~subsurface ~~substantial~~reactor ~~efforts~~deployment tois ~~comply~~supported ~~with~~by ~~any~~our ~~new~~intellectual ~~and~~property ~~evolving laws and regulations applicable to our business~~portfolio, which ~~may~~includes ~~result~~issued inpatents ~~increased general~~ and ~~administrative~~pending ~~expenses~~patent ~~and~~applications arelating ~~diversion~~to ofreactor ~~management time and attention. Moreover~~configuration, ~~changes~~deep insubsurface ~~laws~~emplacement, ~~the~~drilling ~~imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate~~ and ~~could~~casing ~~have~~techniques, athermal-hydraulic ~~material adverse effect on our sales~~performance, ~~profitability,~~instrumentation ~~cash flows~~ and ~~financial condition~~monitoring, and ~~lead to regulatory delays that could impact our ability to obtain licenses, certificates, authorizations, permits, and~~ other ~~types~~technologies ofsupporting ~~regulatory approvals. Similarly, changes in~~ the ~~priorities,~~deployment ~~mandates and funding levels~~ of ~~the~~underground ~~governmental entities with which we interact could impact our relationships with such entities or their attitudes toward or level of support for~~ nuclear ~~power~~reactors. ~~generation;~~We ~~reduce~~believe ~~the~~that amount of funding available for government grants; reduce the number of staff available to review and issue the requisite regulatory approvals, permits and licenses; influence the public’s perception of our ~~Company~~intellectual ~~and our industry; and influence decisions by clients~~property, ~~governmental~~together ~~agencies or other industry participants~~ with ~~whom we do business. Any such change thus carries the possibility of reducing demand for~~ our ~~services~~engineering orexpertise ~~increasing~~and ~~our~~ongoing ~~costs~~development ~~of operations~~activities, ~~which~~supports ~~could have a negative impact on~~ our ~~financial~~competitive position~~, results of operations or cash flows, but we cannot reasonably or reliably estimate whether such changes will occur, when they will occur or if they will impact us~~.

~~Failure~~Legacy toDeep ~~comply~~Fission ~~with~~was ~~these~~incorporated ~~laws~~in ~~applicable~~July to2023 ~~our business~~ and ~~operations~~remains ~~may result~~ in ~~civil and criminal penalties or private lawsuits, or~~ the ~~suspension~~development ~~or revocation of regulatory approvals, which would prevent us from operating our business~~stage. ~~With~~The ~~respect to our~~ Gravity ~~Reactors,~~Reactor weremains ~~require~~in ~~regulatory~~conceptual ~~approval, licenses~~ and ~~permits~~early ~~from~~engineering ~~the NRC and the DOE to site~~stages, ~~construct~~ and ~~operate these facilities, and~~ we ~~will~~have ~~require~~not ~~similar~~constructed ~~approvals,~~or ~~licenses~~operated ~~and~~a ~~permits~~commercial ~~from~~reactor ~~analogous~~or ~~foreign,~~generated ~~state and local government entities~~revenue. ~~Regulatory~~Current ~~approval~~activities ~~processes~~include ~~may~~reactor ~~be subject to change~~development, ~~can~~geological ~~be technically challenging to address~~evaluation, ~~may~~large-diameter ~~result~~borehole indrilling ~~the~~research ~~imposition of conditions that impact the financial viability of our facilities,~~ and ~~may also provide opportunities for third parties to lodge objections or file petitions against the licensing of our facilities. Failure to comply with these laws~~development, ~~obtain~~geothermal ~~the required regulatory approvals~~testing, orsafety ~~receive exemptions from such regulations~~analysis, ~~as needed, could result in~~ regulatory ~~enforcement~~engagement, ~~violations,~~site ~~fines~~development, ~~penalties,~~and ~~or the inability to operate our commercial deployments. Any delays in regulatory approvals could also adversely affect our ability to meet~~ commercialization ~~timelines and thereby affect our financial performance and future growth objectives~~planning.

WeOur ~~must~~Competitive also comply with extensive government laws and regulations related to, among other things, health, safety and the environment. We may be unable to meet the compliance standards of such laws and regulations, and our inability to do so may cause us to lose prospective business and adversely affect our financial condition and results of operations. Further, environmental, health and safety laws change frequently, and we may not be able to anticipate such changes or the impact of such changes. There is no assurance that we can avoid significant costs, liabilities and penalties imposed as a result of such governmental regulation in the future.Strengths

~~Our~~We ~~participation~~believe inthe ~~ongoing~~following ~~litigation~~competitive ~~challenging~~strengths ~~aspects~~position ofus ~~the~~to ~~NRC’s~~commercialize ~~licensing~~our ~~framework~~Gravity ~~exposes~~Reactor usand todifferentiate ~~regulatory~~it ~~uncertainty,~~from ~~increased~~other ~~scrutiny~~nuclear energy solutions, ~~and~~including ~~potential~~conventional ~~delays~~large-scale ornuclear ~~adverse~~power ~~outcomes~~plants, inabove-ground ~~connection~~SMRs ~~with~~and ~~required~~other ~~NRC~~advanced ~~approvals.~~reactor concepts currently under development:

InEstablished ~~April~~PWR ~~2025~~technology adapted for subsurface deployment: The Gravity Reactor is based on PWR technology, wewhich ~~joined~~is asthe amost ~~plaintiff~~widely deployed reactor technology in athe ~~federal~~global ~~lawsuit~~commercial ~~challenging~~nuclear ~~certain~~fleet ~~aspects~~and ofhas been licensed by the NRC’s ~~licensing~~for ~~regime~~decades. ~~for~~Unlike other advanced reactor ~~technologies.~~concepts ~~The~~currently ~~lawsuit~~under ~~seeks~~development ~~declaratory~~by ~~and~~certain ~~injunctive~~other ~~relief~~companies ~~related~~that torely ~~the~~on ~~modernization~~novel ofreactor ~~specific~~designs ~~licensing~~(such ~~procedures~~as ~~that~~sodium-cooled, ~~apply~~molten tosalt ~~reactor~~or ~~developers~~high-temperature gas reactors) or specialty fuels (such as HALEU or TRISO fuel), the ~~Company.~~Gravity ~~The~~Reactor ~~litigation~~is ~~remains~~designed ~~pending~~to utilize standard LEU fuel and conventional PWR fuel assemblies. This approach is ~~subject~~intended to ~~significant~~reduce ~~uncertainty~~technology risk, ~~including~~leverage ~~the~~well-understood ~~possibility~~NRC oflicensing ~~adverse~~pathways ~~rulings,~~for ~~expanded claims~~PWRs, ~~appeals,~~and orbenefit ~~changes~~from inexisting ~~regulatory~~commercial ~~interpretation~~fuel orsupply ~~enforcement~~chains ~~during~~and ~~its~~operating ~~pendency~~experience.

AsEnergy atransfer ~~participant~~to inthe ~~this~~surface ~~litigation,~~using weproven ~~may~~geothermal ~~face~~components ~~heightened~~and ~~regulatory~~processes: ~~scrutiny~~Our ordesign ~~increased~~involves ~~administrative~~transfer ~~burden~~of inthermal ~~our~~energy ~~engagement~~from ~~with~~ the ~~NRC.~~subsurface ~~The~~reactor ~~lawsuit~~to ~~may~~a ~~also~~turbine ~~affect~~generator ~~how~~located at the ~~NRC~~surface ~~processes~~using orcomponents ~~evaluates~~and ~~our~~processes ~~future~~that ~~applications,~~have ~~including~~been ~~any~~deployed ~~standard~~extensively ~~design~~in ~~approval~~the ~~applications,~~geothermal ~~combined operating license applications~~industry, ~~construction~~including ~~permits,~~conventional ~~exemptions,~~steam orturbine ~~other~~generator ~~NRC~~equipment. ~~authorizations~~We weintend ~~may~~to ~~seek.~~leverage Inestablished ~~addition~~drilling, ~~any~~completion, ~~implications~~casing, offluid-handling ~~the~~and ~~litigation~~heat ~~for~~transfer ~~the~~components, ~~regulatory~~together ~~framework~~with ~~applicable~~surface topower ~~our~~generation ~~test~~equipment ~~reactor~~commonly ~~under~~used ~~our~~in ~~DOE Other Transaction Agreement for Reactor Authorization could affect~~ the ~~sequencing~~geothermal orand ~~scope~~broader ofpower ~~future~~generation ~~NRC licensing activities~~industries. ~~Any~~This ~~adverse~~approach ~~developments~~is inintended ~~the~~to ~~litigation~~reduce ortechnology ~~related~~development ~~regulatory~~risk ~~actions~~for ~~could delay, complicate, or impair our ability to obtain~~ the ~~approvals~~surface and ~~permits~~energy-transfer ~~necessary~~portions toof ~~design,~~our ~~construct~~system, orsimplify ~~commercialize~~supply ~~our~~chain ~~Gravity~~qualification, ~~Reactors~~and orbenefit ~~other~~from ~~technologies.~~a ~~Such~~mature ~~outcomes~~base ~~could~~of ~~have~~vendors aand ~~material~~operating ~~adverse~~experience ~~effect~~in onthe ~~our~~geothermal ~~business~~and ~~prospects,~~conventional ~~development~~power ~~timelines,~~generation ~~and financial condition~~industries.

Inherent safety features from subsurface emplacement: A column of water approximately one mile deep above the reactor is expected to provide approximately 160 atmospheres of hydrostatic pressure, which is intended to support reactor operating pressure and primary cooling without reliance on the large forged reactor pressure vessels, engineered active emergency core cooling systems with pumps and back-up power, and above-ground reinforced concrete and steel containment structures used in conventional surface-level PWRs. The surrounding geology and depth of emplacement are intended to perform containment and shielding functions that, in conventional above-ground reactors, are provided by engineered surface structures. We believe these features may also reduce certain risks associated with surface-level hazards and public exposure, and may help mitigate the siting challenges that have contributed to project delays and cancellations of conventional above-ground nuclear facilities.

Accelerated speed of deployment target relative to other nuclear energy solutions: We believe that traditional surface-level large-scale nuclear reactors typically require approximately six to ten years from breaking ground to completion, and that above-ground SMRs currently under development are generally expected to require approximately three to four years from breaking ground to completion. By contrast, we are designing the Gravity Reactor with the objective of our later reactor deployments taking as little as approximately six months for a single reactor from commencement of installation activities. This targeted timeline is intended to be supported by drilling-based installation methods that draw on established drilling techniques, factory-assembled and modularized reactor canisters that are lowered into a drilled and cased borehole, and a standardized, replicable site configuration that we believe may streamline construction execution, licensing efficiency and supply chain readiness. Our targeted deployment timelines are subject to a number of factors, many of which are outside our control, including regulatory approvals, drilling performance, supply chain availability, site characteristics and customer requirements, and there can be no assurance that we will achieve them.

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WeImproving ~~are~~per-reactor ~~required~~unit economics from FOAK 2x2 to ~~comply~~NOAK ~~with~~3x3 ~~governmental export~~deployment: ~~control~~Our deployment plan is designed to transition from our initial first-of-a-kind 2x2 fuel assembly configuration (“FOAK 2x2”) to a larger 3x3 fuel assembly configuration in our later deployments (“NOAK 3x3”), ~~economic~~which ~~sanctions~~we ~~and~~believe ~~import~~will ~~laws~~help improve per-reactor electric power output, capital efficiency and ~~regulations~~operating economics. ~~Our~~Targeted ~~failure~~reactor-level improvements over this transition include (i) increased target electric power output per reactor from up to ~~comply~~approximately ~~with~~8 ~~these~~MWe ~~laws~~(FOAK 2x2) to up to approximately 15 MWe (NOAK 3x3), (ii) reduced estimated capital cost of deployment per reactor from approximately $152 million (FOAK 2x2) to approximately $84 million (NOAK 3x3), in each case including initial fuel load, (iii) increased estimated run-rate annual revenue and ~~regulations~~operating ~~could~~cash ~~have~~contribution anper ~~adverse~~reactor, ~~effect~~and (iv) longer targeted refueling cycles, from approximately every six years to approximately every seven to ten years, in each case based on ~~our~~a ~~business~~targeted design life in excess of 40 years. In addition to the transition from FOAK 2x2 to NOAK 3x3, ~~financial~~these ~~condition~~improvements reflect the benefits of learning-curve efficiencies from earlier deployments, design stabilization, scaled manufacturing, maturation of strategic supplier relationships, process optimization, and ~~results~~reduced customization and rework. The reactor-level estimates set forth above are management estimates, are based on a number of ~~operations~~assumptions described in “—Our Technology—Reactor Architecture,” and are subject to significant uncertainty.

~~Our~~Scalable, ~~business~~modular ~~could~~reactor bearchitecture: ~~subject~~Each toGravity ~~stringent~~Reactor ~~U.S. export control laws and regulations as well. Unfavorable changes~~ in ~~these~~a ~~laws~~3x3 ~~and~~fuel ~~regulations~~assembly orconfiguration ~~U.S.~~is ~~government~~targeted ~~licensing policies, our failure~~ to ~~comply~~produce ~~with~~up ~~or secure timely U.S. government authorizations under these laws and regulations could have a material adverse effect on us and our ability~~ to ~~expand~~15 ~~and~~MWe ~~thereby affect our business prospects, financial condition, results~~ of ~~operations~~electric ~~and~~power ~~cash flows~~output. ~~Moreover,~~Individual ~~the~~reactors ~~inability~~are designed to ~~secure~~be ~~and~~deployed ~~maintain~~as ~~required~~standalone ~~export~~installations ~~licenses~~ or ~~authorizations~~grouped ~~could~~in ~~negatively~~clusters ~~impact~~of ~~our~~boreholes ~~ability~~at toa ~~compete~~single ~~successfully or market our Gravity Reactor technology outside the United States. For example~~site, ifwhich we ~~were~~believe ~~unable~~may toenable ~~obtain~~installations orcapable ~~maintain~~of ~~licenses~~supplying ~~to export nuclear technology or certain hardware to a particular country~~hundreds, weand ~~would~~potentially ~~be effectively prohibited from exporting our technologies to or operating Gravity Reactor sites in that country~~thousands, ~~which~~of ~~would~~MWe ~~limit the number~~ of ~~customers~~generation ~~to those in the United States and in countries where we are able to secure licenses~~capacity. ~~Similarly,~~We ifbelieve ~~export~~this ~~control~~modular ~~laws~~ and ~~regulations~~scalable ~~prevent~~architecture usis ~~from~~intended ~~sharing certain export controlled information with suppliers we intend~~ to ~~partner~~allow ~~with~~customers to ~~operate~~add ~~our~~capacity ~~business~~incrementally ~~or develop and produce our technologies or repositories, we may not be able~~ to ~~work~~match ~~with~~electricity ~~our preferred suppliers~~demand, ~~which may impact our finances, business plans,~~ and ~~the competitiveness of our offerings. Failure~~ to ~~comply~~support ~~with~~deployment ~~export~~across ~~control~~a ~~laws~~range ~~and~~of ~~regulations~~end-use ~~could expose us to civil or criminal penalties~~markets, ~~fines,~~including ~~investigations,~~data ~~more~~centers ~~onerous~~and ~~compliance~~digital ~~requirements~~infrastructure, ~~loss~~industrial ofand ~~export~~energy-intensive ~~privileges~~facilities, ~~debarment~~utilities ~~from~~and ~~government~~grid-scale ~~contracts or limitations on our ability to enter into contracts with the U.S. government. Any changes in export control regulations or U.S. government licensing policy~~generation, ~~such~~and ~~as that necessary to implement U.S.~~ government ~~commitments~~and todefense ~~multilateral control regimes, may restrict our market size~~installations.

Experienced management team and deep bench of nuclear, engineering and operational expertise: We ~~are~~have assembled an ~~early-stage~~executive ~~company~~leadership team and technical and operations workforce with asubstantial ~~history~~experience in nuclear engineering, regulatory affairs, project development, drilling and completion, supply chain management and finance. Members of ~~financial~~our ~~losses~~executive leadership team have collectively held senior positions at, or have prior experience with, organizations including NuScale Power, Kairos Power, Deep Isolation, Great River Energy, the Hanford Site and wethe ~~expect~~La toCrosse ~~continue~~Boiling toWater ~~incur~~Reactor. ~~financial~~Our ~~losses~~broader ~~for~~technical and operations team includes engineers and operators with prior experience at organizations including the ~~foreseeable~~NRC ~~future~~(including a former NRC reactor engineer), the U.S. Navy nuclear propulsion program, Westinghouse, Holtec, the Tennessee Valley Authority, GE Vernova and Fluor, as well as licensed reactor operators. Our board of directors and expert advisors include senior leaders drawn from government, the national laboratories, the energy industry and academia. We ~~cannot~~believe ~~assure~~the ~~you~~breadth ~~that~~and wedepth ~~can~~of ornuclear, ~~will~~engineering beand ~~able~~operational toexperience ~~operate~~across ~~profitably~~our team provides a substantive foundation for executing our development, licensing and commercialization plan.

WeThe ~~are~~competitive anstrengths ~~early-stage~~described ~~company~~above, ~~formed~~and inthe ~~2023.~~other Weinformation ~~face~~set ~~all~~forth in this prospectus regarding the ~~risks~~development, ~~commonly~~deployment ~~encountered~~and bybenefits ~~newer~~of ~~companies,~~the asGravity ~~well~~Reactor, asreflect ~~risks~~management’s ~~related~~current toexpectations ~~the~~and ~~nature~~beliefs ofregarding the ~~nuclear~~Gravity ~~energy~~Reactor ~~generation~~and ~~industry~~our business plan, are forward-looking in nature and weare ~~may~~subject ~~experience~~to ~~unforeseen~~significant ~~expenses,~~risks ~~difficulties,~~and ~~complications~~uncertainties, ~~delays~~including ~~and~~those ~~effects~~described ~~caused~~under bythe ~~other~~sections ~~known~~titled “Risk Factors” and ~~unknown~~“Cautionary ~~factors~~Note on Forward-Looking Statements.”

We have not been profitable to date, and we expect to continue to incur operating losses for the foreseeable future. During the year ended December 31, 2024, we generated no revenue and incurred a net loss of $8.0 million. We also generated no revenue for the three and nine months ended September 30, 2025, and incurred net losses of approximately $40.4 million and $47.5 million, respectively. There can be no assurance that we will not continue to incur net losses in the future. We may not succeed in expanding our customer base, and market acceptance of our Gravity Reactor technology may never occur. Even if we are successful in generating customer interest or achieving broader market acceptance, we may never generate revenue that is significant enough to achieve profitability. Moreover, even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable would depress our value and could impair our ability to raise capital, expand our business, diversify our product offerings, or continue our operations as a going concern.Technology

The ~~cost~~Gravity ofReactor ~~electricity~~integrates ~~generated~~established ~~from~~PWR ~~nuclear~~technology ~~sources~~with orsubsurface ~~our~~emplacement ~~Gravity~~in ~~Reactors~~a ~~may~~borehole ~~not~~environment. beThe ~~cost~~system ~~competitive~~is ~~with~~designed ~~future~~to deliver reliable electricity ~~generation~~at ~~sources~~lower inexpected ~~some~~costs ~~markets~~relative to conventional nuclear facilities by reducing surface infrastructure requirements and enabling faster deployment than conventional nuclear power plants, ~~which~~while ~~could~~also ~~materially~~limiting exposure to environmental and ~~adversely~~other ~~affect~~surface-level hazards. The design of our ~~business~~technology and associated drilling methods described below remains subject to further development and applicable regulatory approvals.

Some electricity markets experience very low power prices due to a combination of subsidized renewables and low-cost fuel sources, and we may not be able to compete in these markets unless the benefits of the carbon-free, reliable and/or resilient energy generation provided by our Gravity Reactors are sufficiently valued in the market. Given the relatively lower electricity prices in the United States when compared to many international markets, the risk may be greater with respect to business in the United States. Inflation may also increase the cost of our DBSMRs to a point where the levelized cost of electricity (“LCOE”) generated from our Gravity Reactor ~~system is not competitive with the alternatives.~~Architecture

WeThe ~~have not yet entered into any binding contract with any customer to deliver our~~ Gravity ~~Reactors,~~Reactor ~~and there~~ is nobased ~~guarantee~~on ~~that~~PWR wetechnology, ~~will~~the bemost ~~able~~widely todeployed donuclear soreactor technology in the ~~future.~~global ~~This limited~~ commercial ~~operating~~nuclear ~~history~~fleet. ~~makes~~PWRs ituse ~~difficult~~water toas ~~evaluate~~both ~~our~~coolant ~~prospects,~~and ~~the~~moderator ~~risks~~ and ~~challenges~~have webeen ~~may~~deployed ~~encounter~~for ~~and~~decades ~~our~~in ~~total~~commercial ~~potential~~power ~~addressable market~~generation.

~~Our~~The ~~business~~Gravity ~~plan~~Reactor ~~depends~~adapts onthis ~~our~~established ~~ability~~reactor toarchitecture ~~enter into binding agreements with customers~~ for ~~the~~installation ~~use~~within ofa ~~our~~deep ~~Gravity~~vertical ~~Reactors~~borehole. IfThe noreactor ~~potential~~is ~~near-term~~being ~~customer~~designed ~~enters~~as ~~into~~a ~~such~~compact ~~binding~~unit ~~agreements~~to ~~with us, our planned commercialization of our products and services could~~ be ~~significantly~~positioned ~~delayed.~~within ~~Such~~a ~~delays~~drilled ~~would result in delays in revenue generation~~ and ~~could~~cased ~~hinder~~vertical ~~our~~borehole ~~ability~~at todepths ~~gain~~of ~~market~~approximately ~~traction~~one ~~with~~mile ~~other~~below ~~potential~~the ~~customers.~~Earth’s ~~This could have a material adverse effect on our business and financial condition~~surface.

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

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We ~~continue~~currently toexpect ~~engage~~our ininitial ~~discussions~~reactor ~~with~~deployment ~~major~~to ~~public~~utilize ~~and~~a ~~investor-owned~~2x2 ~~utilities~~fuel ~~across~~assembly ~~the~~design ~~country and other potential customers~~(i. ~~However~~e., ~~there~~an isarrangement noof ~~guarantee~~four ~~that~~fuel ~~any~~assemblies ~~such~~in ~~partnerships~~a orsquare ~~discussions~~configuration) ~~will~~targeting ~~result~~output inof aup ~~binding~~to ~~agreement~~approximately ~~for~~8 ~~the~~MWe ~~use~~per ofreactor. ~~our~~We ~~Gravity~~selected ~~Reactor~~this ~~technology.~~fuel Asassembly adesign ~~result~~for of our ~~limited~~initial ~~commercial~~reactor ~~operating~~in ~~history~~order ~~and~~to ~~the~~increase ~~evolving~~speed ~~nature~~ of ~~the~~deployment. ~~markets~~Over intime, ~~which~~ we ~~operate,~~also ~~including~~intend ~~emerging~~to ~~demand~~deploy ~~for~~a ~~our~~reactor ~~products~~with ~~and~~a ~~services,~~larger it3x3 isfuel ~~difficult~~assembly toconfiguration ~~predict~~(i.e., ~~customer~~an ~~demand~~arrangement orof ~~adoption~~nine ~~rates~~fuel ~~for~~assemblies ~~our~~in ~~products~~a orsquare ~~the~~configuration) ~~future~~targeting ~~growth~~output of ~~the~~up ~~markets~~to weapproximately ~~expect~~15 toMWe ~~target~~per reactor. ~~Thus,~~We ~~our~~believe ~~ability~~the tolarger ~~forecast~~3x3 ~~our~~fuel ~~future~~assembly ~~results~~configuration ofwill ~~operations~~improve ~~and~~project ~~plan~~economics ~~for~~relative ~~and~~to ~~model~~our ~~future~~initial ~~growth~~2x2 isfuel ~~limited~~assembly ~~and~~configuration, ~~subject~~due to ~~significant~~improved ~~uncertainties.~~neutron ~~There~~efficiency, ~~can~~increased bepower nogenerating ~~assurance~~capacity ~~that~~and ~~our~~extended ~~internal~~refueling ~~estimates~~intervals. ~~relating~~The tofollowing ~~the~~table ~~size~~illustrates of our ~~total~~current ~~addressable~~expectations ~~market~~and ~~will~~targets, beas ~~correct~~applicable, orfor ~~that~~these ~~our~~reactor ~~products~~fuel ~~and~~assembly ~~services will be fully developed or commercialized.~~configurations:

We have a limited commercial operating history in an evolving industry. There is currently no market for Gravity Reactors and the markets for SMRs generally may not continue to develop in a manner that we expect or that otherwise would be favorable to our business. We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, such as the risks and uncertainties described herein. Accordingly, we may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as a result of delays, changed circumstances, or changed market conditions arising from these factors, and our results of operations in future reporting periods may be below the expectations of investors or analysts. If we do not address these risks successfully, our results of operations could differ materially from our estimates and forecasts or the expectations of investors or analysts, causing our business to suffer and our common stock price to decline.


		Initial 2x2 Configuration		Future 3x3 Configuration
Commercialization Role		Initial commercial deployment configuration, subject to additional development and regulatory approval		Future larger-scale configuration, subject to additional development and regulatory approval
Target Development Time		Approximately 1 year		Approximately 2 years
Target Output Per Reactor		Up to approximately 8 MWe		Up to approximately 15 MWe
Number of Fuel Assemblies		4 per reactor		9 per reactor
Target Design Life		>40 years		>40 years
Target Refueling Interval		Approximately 6 years		Approximately 7–10 years
Design Objective		Initial commercial deployment		Increased output and improved unit economics

If we fail to manage our growth effectively, we may be unable to execute our business plan, which could have a material adverse effect on our business prospects, financial condition, results of operations and cash flows.

We ~~intend~~also toexpect ~~invest~~our ~~significantly~~later inreactor ~~order~~deployments to ~~expand~~benefit ~~our business~~ from anthe ~~early-stage~~experience ~~company~~and toefficiencies agained ~~company~~through ~~capable~~earlier ofdeployments, ~~supporting~~including ~~large-scale~~design ~~commercial~~standardization, ~~activities.~~manufacturing ~~Any~~learning-curve ~~failure~~effects, toreduced ~~manage~~engineering ~~our growth effectively could materially~~ and ~~adversely~~development ~~affect~~costs, ~~our~~supply ~~business,~~chain ~~prospects~~efficiencies, ~~financial~~stronger ~~condition~~supplier relationships, and ~~operating~~improved ~~results.~~deployment Weexecution ~~expect~~with ~~our~~reduced ~~expansion~~customization toand ~~include:~~rework.

●We ~~launching~~believe ~~commercialization~~that ofthese ~~our~~experiences ~~products~~ and ~~services;~~efficiencies gained through earlier deployments, together with the improved project economics from the larger 3x3 fuel assembly configuration, will help us to achieve estimated:

● ~~forecasting~~capital ~~production~~cost of approximately $84 million per reactor to deploy a 3x3 fuel assembly configuration, compared to approximately $152 million to deploy our initial commercial reactor in 2x2 fuel assembly configuration, in each case including the expected costs of borehole drilling and ~~revenue~~construction, surface supporting systems construction, reactor installation and emplacement, and initial fuel loading;

● ~~completing~~annual ~~the~~cash ~~testing~~operating expenses of approximately $8 million per reactor for a 3x3 fuel assembly configuration, ~~licensing~~compared ~~and~~to ~~production~~approximately of$4 million for our ~~Gravity~~initial ~~Reactor~~commercial ~~technologies~~reactor in 2x2 fuel assembly configuration, in each case including an allocation of expected costs of refueling;

● ~~developing~~annual revenue generation per reactor of $20 million for the ~~supply~~3x3 ~~chain~~fuel ~~necessary~~assembly configuration, compared to ~~supply~~approximately ~~components~~$10 million for our ~~Gravity~~initial ~~Reactor~~commercial ~~technology~~reactor in 2x2 fuel assembly configuration; and

● ~~entering~~annual ~~into~~operating ~~relationships~~cash ~~with~~contribution ~~multiple~~per ~~government~~reactor ~~entities~~of ~~and~~approximately ~~strategic~~$10 ~~partners~~million tofor ~~expand~~the ~~our~~3x3 ~~customer~~fuel ~~base~~assembly ~~and~~configuration, ~~facilitate~~compared ~~market~~to ~~adoption~~approximately of$5 million for our ~~products~~initial ~~and~~commercial ~~services;~~reactor in 2x2 fuel assembly configuration.

●We ~~securing~~do not, ~~leasing~~as a matter of course, make public projections as to future revenues, costs, cash flows or other results. However, management has prepared the estimates of per reactor capital costs, annual cash operating expenses, revenue generation and ~~maintaining~~operating ~~suitable~~cash ~~sites~~contribution ~~for~~set forth above to illustrate certain of the ~~deployment~~current estimates and assumptions being used internally by management in developing and executing our business model. These estimates are reactor-level conceptual estimates only and do not represent projections of company-wide financial performance or expected consolidated results; there are additional costs and expenses that we will incur that will be included in consolidated results and are not included in these reactor-level conceptual estimates. These estimates were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. In the view of management, ~~testing~~these estimates were prepared on a reasonable basis based on information currently available to management; however, these estimates should not be relied upon as being indicative of future results, and ~~operation~~potential investors are cautioned not to place undue reliance on these estimates. For example, these estimates are based on a range of assumptions, including relating to our expected pricing, reactor ~~technologies~~performance and output, market demand and reactor utilization, operating life and performance, deployment scale, project structure, supply chain (including fuel) availability and pricing, operating expenses and regulatory approvals. Among these assumptions are a 40-year design life; that output achieves target levels (i.e., 15 MWe and 8 MWe for 3x3 configuration and 2x2 configuration, respectively); operation as high-utilization baseload assets, with approximately 93% uptime; that PPAs are secured for the entire amount of assumed output, with initial pricing of

● controlling expenses and investments in anticipation of expanded operations;

● carrying out acquisitions and entering into collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships;

● conducting demonstrations;

● hiring and training new personnel; and

● expanding and enhancing administrative infrastructure, systems, and processes.

If we are unable to secure or maintain suitable leased sites on commercially reasonable terms, or at all, our development timelines, commercialization plans, and results of operations could be materially and adversely affected.

If our operations continue to grow, of which there can be no assurance, we will need to continue to expand our sales and marketing, research and development, commercial strategy, permitting and licensing, products and services, manufacturing, supply and operations functions. These efforts will require us to invest significant financial and other resources. There is no guarantee that we will be able to scale our business as currently planned or within the planned timeframe. The continued expansion of our business may in the future

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~~require~~approximately ~~additional~~$110 ~~operational~~per ~~facilities~~MWh (which represents our estimate based on a survey of market pricing in certain U.S. markets in 2024); a two-year and one-year development and deployment timeline for 3x3 configuration and 2x2 configuration, asrespectively; ~~well~~refueling asintervals ~~space~~of approximately 7.4 years and 6 years for ~~administrative~~3x3 ~~support~~configuration and 2x2 configuration, respectively; that reactor design remains standardized and repeatable; and that deployment conditions remain constant (e.g., deployment in same portion of same site). Moreover, the estimates of annual cash operating expenses, revenue generation and operating cash contribution are averages of such items over a projected ten year period (representing the first ten years of the assumed 40-year design life), based on our estimates of pricing, costs and other amounts as of 2024 with a 3% annual inflation adjustment per year across the forecast period, and the estimates of annual cash operating expenses are management estimates based on third-party publications of industry-wide data. Because our technology is in an early stage of development and has not yet been commercially deployed, there is nolimited ~~guarantee~~historical ~~that~~data weon ~~will~~which bemanagement ~~able~~can base these estimates, making it even more difficult to ~~find~~source ~~suitable~~reliable ~~locations~~information ~~for~~and ~~such~~formulate ~~facilities~~reliable ifassumptions. ~~needed~~Actual results may differ materially from those contemplated by these estimates due to a variety of factors. See “Cautionary Note on Forward-Looking Statements” and “Risk Factors—Risks Related to Our Business and Industry.”

Our continued growth could increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring and training employees, delays in production, challenges in scaling-up operations, and difficulty sourcing adequate raw materials. These difficulties may divert the attention of management and key employees and impact financial and operational results. If we are unable to drive commensurate growth, these costs could result in decreased margins, which could have a material adverse effect on our business, financial condition, and results of operations.

~~Our~~Subsurface ~~future revenue plans rely on participating with strategic partners and government entities. There can be no assurance that we will be successful in entering into such needed partnerships.~~Deployment

~~Our~~A ~~largest~~defining ~~stream~~feature of ~~projected~~the ~~revenue~~Gravity ~~comes~~Reactor ~~from~~is ~~maximizing~~the ~~adoption~~emplacement of ~~our~~the ~~Gravity~~reactor ~~Reactor~~within ~~technology~~a ~~for~~deep ~~energy~~subsurface ~~generation~~vertical byborehole ~~strategic~~rather ~~partners~~than ~~and~~within ~~government~~a ~~entities.~~conventional Weabove-ground ~~may~~containment bestructure. ~~unable~~The toborehole ~~maximize~~is ~~utilization~~expected ~~due~~ to abe ~~variety~~lined ofwith ~~reasons,~~steel ~~including~~casing aand ~~lack~~cement ofintended ~~product~~to ~~acceptance~~maintain instructural ~~the~~integrity ~~nuclear~~and ~~energy~~isolate ~~generation~~surrounding ~~industry,~~geological ~~inability~~formations. toThe ~~timely~~reactor ~~enter~~will ~~into~~be ~~desirable~~installed ~~strategic~~within ~~partnerships~~the borehole, ~~political~~surrounded orby ~~host~~a ~~community~~column ~~opposition to the siting and construction~~ of ~~SMR~~water ~~sites,~~intended ~~failure~~ to ~~obtain~~provide ~~necessary~~external ~~regulatory~~hydrostatic ~~approvals~~pressure and ~~permits,~~support ~~failure~~cooling. toThermal ~~deliver~~energy aproduced ~~commercial~~within ~~grade product, and~~ the ~~absence~~reactor ofcore ~~requisite~~will ~~regulatory~~be ~~change~~carried inby the ~~United~~primary ~~States.~~coolant ~~Our~~system ~~financial~~to ~~projections~~a ~~also~~heat ~~anticipate~~exchanger ~~generating~~located ~~revenues~~in ~~from~~ the ~~use~~borehole, ofwhere ~~our~~it ~~Gravity~~will ~~Reactor~~be ~~services~~transferred ~~and~~to ~~from~~surface ~~licensing~~power ~~agreements~~conversion ~~with~~systems ~~commercial operators and government entities~~ for ~~the~~conversion ~~use~~into ofelectricity. ~~our~~The ~~intellectual~~primary ~~property.~~coolant ~~Our~~will ~~Gravity~~be ~~Reactor~~a ~~services~~closed ~~are~~system ~~new~~that ~~solutions~~recirculates inthrough the ~~industry~~reactor ~~and~~core ~~as such, represent an unproven model. If we are unable to realize these sales, our business model~~ and ~~go-to-market~~primary ~~strategy~~heat ~~will be jeopardized~~exchanger.

~~Our~~Subsurface ~~operating~~emplacement is intended to provide several safety benefits, including the availability of hydrostatic pressure and ~~financial~~water ~~projections~~inventory ~~rely~~intended onto ~~management~~support ~~assumptions~~cooling, geological shielding and ~~analyses.~~separation Ifbetween ~~these~~the ~~assumptions~~reactor orsystem ~~analyses~~and ~~prove~~the surface environment, reduced exposure to becertain ~~incorrect~~external hazards, ~~our~~increased ~~actual~~security, ~~operating~~and ~~results~~reduced ~~may~~reliance beon ~~materially~~safety-related ~~different~~surface ~~from~~infrastructure ~~our~~footprint ~~forecasted~~relative ~~results~~to conventional nuclear facilities.

WeDeep ~~are~~Borehole an SMR company, with limited experience commercializing our products and services. Our projected financial and operating results reflect estimates of future performance and are based on multiple financial, technical, and operational assumptions, including the level of demand for our nuclear power generation solutions, the performance of our Gravity Reactor technology, cost of manufacturing, cost of components and availability of adequate supply, the nature and length of the sales cycle, and the costs of maintaining and operating our Gravity Reactor technology. However, given our limited commercial experience and the fact that many of the factors on which these assumptions are based are outside of our control, it is possible that many of these assumptions will prove incorrect. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Whether actual operating and financial results and business developments will be consistent with our expectations and assumptions depends on a number of other factors, many of which are outside our control, including, but not limited to:Drilling

●Deployment ~~whether~~of wethe ~~can~~Gravity ~~obtain~~Reactor ~~sufficient~~is ~~capital~~expected to ~~sustain~~require the construction of 30- to 50-inch-diameter vertical boreholes extending to depths of approximately one mile below the Earth’s surface. Boreholes are expected to be drilled using technologies, service providers, and ~~grow~~operational ~~our~~practices ~~business;~~developed in the oil, gas, and geothermal industries.

●We have already drilled our ~~ability~~first data acquisition well to ~~manage~~gather real-world data up to 6,000 feet deep. Next, we will demonstrate our ~~growth;~~ability to drill a commercial-scale borehole and safely deploy a prototype reactor. Our test drilling activities are intended to support evaluation of drilling methods, casing systems, and borehole stability. In parallel, we are conducting engineering studies and modeling activities to refine borehole design parameters, including diameter requirements, drilling techniques, and casing systems.

●Reactor ~~the~~Installation ~~contractual terms of our agreements with strategic partners~~ and ~~customers;~~Emplacement

●Following ~~whether~~completion weof ~~can~~borehole ~~manage~~drilling ~~relationships~~and ~~with~~casing, ~~key~~the ~~suppliers~~reactor is expected to be lowered into the prepared borehole using specialized lifting and ~~partners;~~handling equipment and placed within the casing structure at the designated depth. Surface infrastructure, including monitoring systems, electrical equipment, and power conversion systems, is expected to be connected to the subsurface reactor system. We are conducting engineering studies and modeling activities to refine installation procedures and equipment specifications.

●Hydrostatic ~~the~~Pressure ~~timing~~ and ~~costs of the required marketing and promotional efforts;~~Cooling

●The ~~whether~~Gravity ~~countries~~Reactor ~~with~~incorporates ~~existing~~a orcolumn ~~planned~~of ~~nuclear~~water ~~power~~within ~~generation~~the ~~will~~borehole ~~adopt~~above ~~our~~and ~~Gravity~~surrounding ~~Reactor~~the ~~offerings;~~reactor. The hydrostatic pressure generated by this water column is expected to provide approximately 160 atm of reliable pressure and is intended to support the pressure conditions required for safe reactor operation.

●Water within the ~~success~~borehole ofalso ~~pre-commercialization~~serves ~~testing~~as ofthe ~~our~~primary ~~technology;~~coolant. Thermal energy produced within the reactor core will be carried by the primary coolant system to a heat exchanger located in the borehole, where it will be transferred to surface power conversion systems for conversion into electricity.

● competition, including from future competitors;

● our ability to retain existing key management, to attract additional leaders as needed, to attract, retain and motivate qualified personnel;

● the overall strength and stability of domestic and international economies;

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●Modular ~~demand~~Reactor ~~for nuclear power;~~Units

●Each ~~regulatory,~~3x3 ~~legislative~~Gravity Reactor is targeted to produce up to 15 MWe, ~~and~~as ~~political~~further ~~changes;~~described ~~and~~in “—Our Technology—Reactor Architecture”. Individual reactors may be deployed as standalone installations or grouped in clusters of boreholes at a single site.

●Multiple ~~customer~~boreholes ~~requirements~~deployed at a single location are intended to support larger installations capable of supplying hundreds and ~~preferences~~potentially thousands of MWe of generation capacity. This modular architecture is intended to allow reactor capacity to be added incrementally as electricity demand grows.

~~Unfavorable~~Fuel ~~changes in any of these or other factors, most of which are beyond our control, could cause us to fail to meet our operating~~ and ~~financial~~Core ~~projections and could materially and adversely affect our business, prospects, financial condition and operating results.~~Systems

Nuclear fuel for Gravity Reactors will consist of low-enriched uranium (“LEU”). LEU is produced and fabricated by qualified nuclear fuel suppliers and is more readily available than High Assay Low Enriched Uranium (“HALEU”) fuels. We ~~have~~expect ~~limited~~that ~~experience~~commercial ~~commercializing~~reactor ~~our~~deployments ~~products~~will atrequire along-term ~~large~~fuel ~~scale~~supply arrangements with qualified enrichment, fabrication, and ~~may~~related ~~not~~fuel-cycle beservice ~~able~~providers. A single reactor is expected to doenable solonger ~~efficiently~~refueling orcycles, ~~effectively~~potentially up to 10 years between cycles.

WeThe ~~have~~availability ~~limited~~or ~~experience~~cost ~~commercializing~~of ~~our~~LEU ~~products and services at a large scale and~~ may ~~not~~ be ~~able~~influenced toby douranium somarket ~~efficiently or effectively. A key element of our long-term business strategy is the success of our phased product offering in facilitating adoption of our solutions~~conditions, ~~including~~enrichment ~~demonstration~~and offabrication ~~the feasibility of Gravity Reactor~~capacity, ~~continued~~transportation ~~testing of our technologies~~constraints, ~~engagement~~regulatory ~~with key stakeholders and collaboration with leaders in the nuclear energy industry. Commercialization of our operations will also require growth in sales~~requirements, ~~marketing,~~geopolitical ~~training~~factors, ~~customer~~or ~~relations~~other ~~and~~supply ~~maintenance~~chain ~~and servicing operations, including hiring select personnel with the necessary experience and expertise~~disruptions. ~~Managing~~Global ~~and~~enrichment ~~maintaining~~capacity ~~these operations~~ is ~~expensive~~concentrated ~~and~~among ~~time~~a ~~consuming,~~limited ~~and~~number ~~an inability to leverage such an organization effectively or at all could inhibit potential sales or subscriptions and the penetration and adoption~~ of ~~our products into new markets. In addition~~suppliers, ~~certain~~including ~~decisions~~facilities ~~we make regarding staffing~~ in ~~these~~jurisdictions ~~areas~~that inmay ~~our~~be ~~efforts~~subject to ~~maintain~~geopolitical andevelopments, ~~adequate~~trade ~~spending~~restrictions, ~~level~~or ~~could~~regulatory ~~have unintended negative effects on our revenues~~actions, ~~such~~which ascould byaffect ~~weakening~~ the ~~sales,~~availability ~~marketing and maintenance and servicing infrastructures~~ or ~~lowering~~cost ~~the quality~~ of ~~customer service~~LEU.

IfWithin ~~manufacturing~~the ~~and~~reactor, ~~construction~~nuclear ~~issues~~fuel ~~are~~assemblies ~~not~~will ~~identified~~sustain ~~prior~~controlled fission reactions that generate heat. We currently expect our initial configuration to utilize a 2x2 fuel assembly design ~~finalization~~(i.e., ~~long-lead~~an ~~procurement,~~arrangement ~~and/or~~of ~~module~~four ~~fabrication,~~fuel ~~then~~assemblies ~~those~~in ~~issues~~a ~~will~~square beconfiguration). ~~realized~~We ~~during~~also ~~production~~intend to develop a larger 3x3 fuel assembly configuration (i.e., ~~fabrication~~nine orfuel ~~construction~~assemblies). The design, timing, implementation, and ~~may~~performance ~~impact~~of ~~plant~~these ~~deployment~~configurations ~~cost~~are subject to technical, regulatory, and ~~schedule~~other uncertainties. Reactor control mechanisms will regulate the rate of the fission reaction to maintain stable operating conditions.

~~Our~~Like ~~Gravity~~other ~~Reactor~~nuclear ~~design~~reactors, ~~will~~operation beof ~~actively~~the ~~managed~~Gravity ~~through~~Reactor ~~design~~will ~~reviews,~~generate ~~prototyping~~used nuclear fuel, ~~involvement~~which ofmust ~~external~~be ~~partners~~stored and ~~application~~ultimately disposed of ~~industry~~in ~~lessons,~~accordance ~~but~~with weapplicable ~~could~~regulatory ~~still~~requirements ~~fail~~and tonuclear ~~identify~~waste ~~latent~~management ~~manufacturing~~frameworks. ~~and~~Depending ~~construction~~on ~~issues~~the ~~early~~long-term ~~enough~~disposal topathway, ~~avoid~~this ~~negative~~may ~~effects~~require interim on-site ~~production~~storage, ~~fabrication~~transportation, ~~construction~~and orcoordination ~~ultimate~~with ~~performance~~governmental ofauthorities ~~our~~or ~~Gravity~~third-party ~~Reactors~~service ~~or plants~~providers. ~~Where~~Our ~~these~~deployment ~~issues~~model ~~arise~~currently atanticipates ~~such~~safe ~~later~~interim ~~stages~~storage, pending identification of ~~deployment~~national, ~~plant~~long-term ~~deployment~~storage ~~could~~solutions. beThe ~~subject~~management toand ~~greater~~disposition ~~costs~~of orused benuclear ~~significantly~~fuel ~~delayed,~~will ~~which~~be ~~could~~conducted ~~materially~~in ~~and~~compliance ~~adversely~~with ~~affect~~applicable ~~our~~laws ~~business~~and regulations.

~~Our~~Safety ~~applications to the NRC may not be approved,~~ and ~~any~~Reactor ~~rework necessary to address NRC concerns could significantly delay the commercialization of our products.~~Protection

The ~~commercial operation of our~~ Gravity Reactor inincorporates ~~the~~multiple ~~United~~layers ~~States~~of ~~will~~safety ~~require~~systems aderived ~~license~~ from ~~the~~established ~~NRC.~~PWR ~~There~~technology isand no assurance that any applications we submit will be approved, or approved within our anticipated timelines, including due to potential federal staffing constraints or future reductions in government personnel. In addition, during its ~~review~~safety ~~process~~is ~~the~~enhanced ~~NRC~~by ~~may require revisions, supplemental information, or other rework to address concerns it identifies. Any such rework could be time-consuming and costly and could significantly delay~~ the ~~commercialization~~characteristics of ~~our~~deep ~~products,~~subsurface ~~which may have a material adverse effect on our business and financial condition~~emplacement.

IfThe wereactor ~~cannot~~design ~~protect,~~includes ~~maintain~~engineered ~~and~~safety systems intended to regulate reactor operation, ifremove ~~necessary~~residual heat following shutdown, ~~enforce~~and ~~our~~maintain ~~intellectual~~safe ~~property~~operating ~~rights~~conditions during both normal operating states, ~~its~~where ~~ability~~the toreactor ~~develop~~is operating under routine operating conditions and ~~commercialize~~planned ~~products~~changes ~~will~~in beoperating ~~adversely~~conditions, ~~impacted~~and off-normal operating states, where the reactor deviates unexpectedly from expected operating conditions (including equipment malfunctions and system disturbances).

~~Our~~Subsurface ~~success,~~emplacement inof ~~large part, depends on its ability to protect and maintain~~ the ~~proprietary~~reactor ~~nature~~within ~~of its technology. We rely upon~~ a ~~combination~~deep ofborehole ~~the~~is ~~intellectual~~intended ~~property~~to ~~protections~~provide ~~afforded~~physical byseparation ~~patents,~~between ~~trademarks/service marks and trade secret laws in~~ the ~~United~~reactor ~~States~~system and ~~other~~the ~~jurisdictions,~~surrounding asenvironment. ~~well~~Surrounding asgeological ~~commercial~~formations ~~agreements,~~will ~~such~~provide asstructural ~~confidentiality~~confinement ~~agreements, assignment agreements,~~ and ~~license~~natural ~~agreements to establish~~shielding, ~~maintain~~ and ~~enforce~~underground ~~rights~~placement ~~associated~~is ~~with~~intended ~~our~~to ~~proprietary~~reduce ~~technologies.~~exposure ~~Our success depends in part on our ability~~ to ~~obtain~~certain ~~and~~external ~~enforce~~hazards, ~~patent~~such ~~protection~~as ~~for~~extreme ~~such~~weather ~~solutions~~events, ~~and~~earthquakes, ~~technologies~~wildfires, ~~but~~aircraft ~~our patent applications may not result in issued patents~~impact, ~~given~~potential ~~the~~acts ~~complexity~~ of ~~questions~~sabotage ~~around~~or ~~patentability~~terrorism, ~~and the large number of patents and patent applications in related fields. Failure to obtain additional patent protection in connection with currently pending~~ or ~~future~~other ~~patent~~events ~~applications~~that may ~~have~~affect asurface ~~material adverse effect on our ability to prevent others from commercially exploiting products similar to ours~~facilities.

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

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~~Further,~~Surface ~~our~~Supporting existing issued patents may be contested, challenged, circumvented, invalidated or limited in scope in the future. The rights granted under our issued patents may not provide us with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement as compared to the United States. In addition, the claims of our existing patents and any patents that issue from our currently pending or any future patent applications may be narrowed in scope during prosecution, challenged as invalid, or may simply not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours (for example, if competitors can “design around” our patents). We cannot assure you that its means of protecting its proprietary rights will suffice in affording the desired protection.Systems

WeAlthough ~~also~~the ~~rely~~reactor ~~upon~~is ~~unpatented~~located ~~trade secret protection~~underground, ~~unpatented~~limited ~~know-how~~supporting ~~and~~systems ~~continuing~~are ~~technological~~expected ~~innovation~~ to ~~develop~~remain ~~our~~on ~~business~~the ~~and competitive position~~surface. WeThese ~~may~~systems ~~not~~are beexpected ~~able~~ to ~~prevent~~include ~~the~~power ~~unauthorized~~conversion ~~disclosure~~equipment orused ~~use of our trade secrets, know-how or information that we consider~~ to beconvert ~~confidential~~thermal byenergy ~~our~~into ~~contractual counterparties~~electricity, ~~despite~~monitoring our efforts. If any of the suppliers, subcontractors, venture partners, employees or consultants, or other third parties with whom we do business or otherwise collaborate breach or violate the terms of any of our agreements, we may not have adequate remedies for any such breach or violation, and wecontrol could lose the protections afforded by our trade secrets as a result. It is also possible that our trade secrets, know-how or other proprietary information could be obtained by third parties as a result of breaches of our physical or electronic security systems. ~~Even~~for ~~where~~reactor ~~remedies are available~~operation, ~~enforcing~~electrical ainterconnection ~~claim~~infrastructure that awill ~~party~~connect ~~illegally disclosed or misappropriated our trade secrets is expensive and time consuming, and~~ the ~~outcome~~facility isto ~~unpredictable. Courts outside~~ the ~~United~~grid ~~States~~or ~~are sometimes less willing~~ to ~~protect~~local ~~trade~~power ~~secrets. Additionally~~users, ~~our~~and trade secrets could become known or be independently discovered by potential or existing competitors. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other ~~third~~operational ~~party,~~functions weassociated ~~would have no right to prevent them, or those~~ with ~~whom~~the ~~they~~generation ~~communicate,~~and ~~from~~delivery ~~using~~of ~~that technology or information to compete with us~~electricity.

WeManufacturing do not have worldwide patent rights for our proprietary technologies because worldwide patent or “international patent rights” currently do not exist. We also do not have worldwide trademark protection for our brand for similar reasons. Accordingly, we may not be able to protect our intellectual property rights in certain jurisdictions and ~~their~~Supply legal systems. Our competitors may operate in countries where we do not have patent protection and can freely use our technologies and discoveries in such countries to the extent such technologies and discoveries are publicly known or disclosed in countries where we do have patent protection.Chain

WeThe ~~may~~Gravity ~~need~~Reactor is designed to ~~defend~~leverage ~~ourselves~~existing ~~against~~industrial ~~intellectual~~supply ~~property~~chains ~~infringement~~where ~~claims~~possible. Major reactor components are expected to utilize established materials and manufacturing processes drawn from the nuclear and broader industrial sectors, ~~which~~while ~~may~~the bereactor’s ~~time-consuming~~compact and ~~could~~simplified ~~cause~~design usis intended to ~~incur~~enable ~~substantial~~greater ~~fees~~use ~~and~~of ~~costs~~standard industrial fabrication methods in place of conventional large-scale nuclear construction practices.

~~Companies,~~The ~~organizations~~reactor oris ~~individuals,~~designed ~~including~~as ~~any~~a ~~existing~~compact ~~and~~unit ~~potential~~that ~~competitors,~~ may ~~hold~~be ormanufactured ~~obtain~~in ~~patents,~~qualified ~~trademarks/service~~facilities ~~marks~~and ordelivered ~~other intellectual property rights that would prevent, limit or interfere with our ability~~ to ~~develop~~project ~~our~~sites ~~intellectual property and make, use, develop, import, offer or sell our Gravity Reactor technology and related equipment, which could make it more difficult~~ for usemplacement towithin ~~operate~~drilled ~~our Company~~boreholes. ~~From~~Fuel ~~time~~installation ~~to time, we~~ may ~~receive~~occur ~~inquiries~~at from holders of patents or trademarks/service marks inquiring whether we are infringing their proprietary rights. Companies, organizations or individuals, including any existing and future competitors, may also seek court declarations that they do not infringe our intellectual property rights. Companies holding patents or other intellectual property rights similar to our technology may bring proceedings alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if it is determined that we have infringed a ~~third~~manufacturing ~~party’s~~facility ~~intellectual property rights, we may be required to do, among other things, one~~ or ~~more~~at of the ~~following:~~borehole ~~(i) cease making~~site, ~~using,~~depending ~~offering~~on ~~to sell, selling or importing our products and services that incorporate~~ the ~~challenged~~local ~~intellectual~~environment ~~property; (ii) pay substantial damages; (iii) pay for~~ and ~~obtain~~regulations aaround ~~license from~~ the ~~holder~~transportation of ~~the~~a ~~infringed~~fueled ~~intellectual property right, which may not be available on reasonable terms or at all; or (iv) redesign part or all of our technology~~reactor. InThis ~~the~~approach ~~event~~is ofintended ~~a successful claim of infringement against us and our failure or inability~~ to ~~obtain~~support arepeatable ~~license to the infringed technology, our business, prospects, operating results,~~ and ~~financial~~controlled ~~condition~~manufacturing ~~could be materially adversely affected. In addition, any litigation, or claims, whether or not valid, could result in substantial costs~~ and ~~diversion~~assembly ~~of resources and management’s focus and attention~~environments.

WeDeep ~~also~~borehole ~~license~~drilling ~~the~~required ~~/patents~~for ~~and~~reactor ~~intellectual~~emplacement ~~property~~is ofexpected ~~third parties and anticipate continuing~~ to douse sotechnologies, inservice ~~the~~providers ~~future,~~ and weoperational ~~may~~practices ~~face~~developed ~~claims~~in ~~that~~ the ~~use~~oil, ofgas, ~~this~~and ~~intellectual~~geothermal ~~property infringes the rights of other third parties~~industries. ~~Our~~Surface ~~rights~~power toconversion ~~indemnification or damages under our license contracts may be unavailable or insufficient to cover our costs~~ and ~~losses,~~balance-of-plant ~~depending~~equipment onassociated ~~our~~with ~~use of~~ the ~~technology,~~Gravity ~~whether~~Reactor weare ~~choose~~expected to ~~retain~~utilize ~~control~~commercially ~~over~~available ~~conduct~~industrial ~~of the litigation and other factors~~components.

~~Additionally,~~Site ~~our~~Requirements ~~confidentiality~~ and ~~intellectual~~Geological property assignment agreements with our employees, consultants and contractors generally provide that inventions conceived by the party in the course of rendering services to us will be our exclusive intellectual property. Those agreements may not be honored and obligations to assign intellectual property may be challenged or breached. Moreover, there may be some circumstances where we are unable to negotiate for such ownership rights or where others misappropriate those rights.Considerations

The Gravity Reactor is designed for deployment in geologic settings that support the drilling and long-term structural stability of deep vertical boreholes. Site selection is expected to focus on optimizing geologic, operational, project development, and regulatory factors.

We have secured a long-term lease at the Kansas Site and have commenced initial site development activities, including geological evaluation, borehole planning, and initial drilling activities. We are conducting geological surveys and site characterization studies at the Kansas Site. These activities are intended to inform borehole design, drilling techniques, and site suitability for future reactor deployment.

In addition to the Kansas Site, we have entered into multiple non-binding letters of intent (“LOIs”) with potential development partners for candidate commercial sites in the United States. These LOIs relate to potential deployment opportunities in Kansas, Texas, and Utah as well as other locations in the United States and internationally.

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

Site-specific engineering analyses will be required for each proposed deployment location to confirm drilling feasibility and compliance with applicable regulatory requirements. Such analyses are ongoing with respect to the Kansas Site and are expected to be required for any future deployment locations, including Texas and Utah, if applicable.

DOE Reactor Pilot Program and Development Activities

We are advancing development and demonstration activities to support the future commercial deployment of the Gravity Reactor. Current demonstration efforts are focused on our planned pilot reactor under the DOE Reactor Pilot Program, together with related engineering, site development, and construction of initial boreholes and test infrastructure. The pilot reactor is not expected to reflect the full output, configuration or commercial economics of any future commercial deployments. We have commenced initial field development activities, including test drilling, at the Kansas Site and we continue to advance our reactor design.

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WeU.S. ~~may~~Department ~~be subject to claims challenging the inventorship~~ of ~~our~~Energy ~~patents~~Reactor ~~and~~Pilot ~~other intellectual property.~~Program

We may be subject to claims that former employees, collaborators or other third parties have an interest in our patents or other intellectual property as an owner, a joint owner, a licensee, an inventor or a co-inventor. In ~~the latter two cases~~August 2025, ~~the~~we ~~failure~~were toselected ~~name~~by the ~~proper~~DOE inventors on a patent application can result in the patents issuing thereon being unenforceable. Inventorship disputes may arise from conflicting views regarding the contributions of different individuals named as ~~inventors,~~one ~~the effects~~ of ~~foreign~~11 ~~laws~~projects ~~where~~across ~~foreign~~ten ~~nationals~~companies ~~are~~eligible ~~involved~~to participate in the ~~development~~DOE ofReactor ~~the~~Pilot ~~subject matter of the patent~~Program, ~~conflicting~~which ~~obligations~~is ofintended ~~third~~to ~~parties~~enable ~~involved~~advanced inreactor ~~developing~~developers ~~our patented technology or as a result of questions regarding co-ownership of potential joint inventions. Litigation may be necessary~~ to ~~resolve~~construct ~~these~~ and ~~other~~test ~~claims~~prototype ~~challenging~~reactors ~~inventorship~~under ~~and~~DOE ~~ownership.~~authorization ~~Alternatively, or additionally, we may enter into agreements~~ to ~~clarify~~demonstrate ~~the~~technical ~~scope of our rights in such intellectual property. If we fail in defending any such claims~~feasibility, inoperational ~~addition to paying monetary damages~~performance, we may lose exclusive ownership of, or right to use or license valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and besafety ~~a distraction to management and other employees~~characteristics.

~~The~~On ~~benefits~~November to17, ~~customers~~2025, we entered into an Other Transaction Agreement for Reactor Authorization (the “OTA”) with the DOE, effective as of November 14, 2025. The OTA establishes the framework under which the DOE will review the safety basis for our ~~products~~planned ~~could~~demonstration reactor, evaluate supporting engineering analyses, and approve certain commissioning and testing milestones prior to operation. If authorized, the demonstration reactor would be ~~supplanted~~constructed byand ~~other~~operated ~~technologies~~under orDOE ~~solutions~~oversight. orData ~~competitors’~~generated ~~products~~through ~~that~~this ~~utilize~~process ~~similar~~is ~~technology~~expected to ~~ours~~inform inour areactor ~~more~~design, ~~effective~~safety ~~way~~analysis, and potential future licensing submissions to the NRC. DOE authorization does not permit commercial operation and does not replace the requirement to obtain NRC licenses.

The ~~benefits~~DOE toReactor ~~customers~~Pilot ofProgram ~~our~~is ~~products~~an ~~could~~authorization beand ~~supplanted~~oversight byprogram ~~other~~and ~~technologies~~does ornot ~~solutions~~provide ordirect ~~potential~~funding ~~competitors’~~to ~~products~~us ~~that~~under ~~address~~ the ~~need~~OTA. ~~for~~Accordingly, ~~nuclear~~we ~~energy~~are ~~generation~~responsible infor afunding ~~more~~development, ~~effective~~construction, ~~way.~~and Weoperation ~~cannot~~of beour ~~sure~~pilot ~~that~~reactor ~~alternative~~and ~~technologies~~related orinfrastructure, ~~improvements~~including toour ~~nuclear~~borehole ~~energy~~development ~~generation~~program. ~~solutions~~While ~~will~~initial ~~not~~activities, ~~match~~including orthe ~~exceed~~drilling ~~the~~and ~~benefits~~development of orour befirst ~~more~~well ~~cost~~(as ~~effective~~further ~~than~~described ~~our~~below), ~~products~~are ~~and~~currently ~~services.~~funded, ~~The~~subsequent ~~development~~stages of ~~any~~development, ~~alternative~~including ~~technology~~additional ~~that~~boreholes ~~can compete with or supplant our products~~ and ~~services~~the ~~may~~planned ~~materially~~pilot ~~and adversely affect our business~~reactor, ~~prospects,~~are ~~financial~~not ~~condition~~fully funded and ~~operating~~will ~~results,~~require ~~including~~substantial inadditional ~~ways we do not currently anticipate~~capital. ~~Any~~We ~~failure~~expect ~~by us~~ to ~~develop~~seek ~~new~~such orfunding ~~enhanced~~through ~~technologies~~equity orissuances ~~processes,~~(such oras tothis ~~react~~offering), todebt ~~changes~~financings, instrategic ~~existing~~investments, ~~technologies~~partnerships, ~~could~~or ~~materially~~other ~~delay~~arrangements, ~~our~~although ~~development~~there ~~and~~can ~~result~~be inno ~~the~~assurance ~~loss~~that ofthis ~~competitiveness~~offering ofor ~~our~~any ~~product~~such ~~offerings,~~additional ~~decreased~~financing ~~revenue~~will ~~and~~be aavailable ~~loss~~on ofacceptable ~~actual~~terms or ~~projected~~at ~~market share~~all.

We have updated certain previously identified development milestones, including those related to the timing of reactor criticality, to better align with our current development priorities. Given that reactor criticality using established PWR technology is well understood, we are prioritizing validation of the hardest and most differentiated parts of our ~~target~~system, ~~customers~~to ~~operate~~reduce inrisk earlier and move more directly toward a ~~politically~~commercialization ~~sensitive~~outcome. ~~environment~~Our key demonstration objectives include drilling to depth at commercial scale, installing and ~~the~~integrating ~~public~~a ~~perception~~nuclear system a mile underground, and operating as part of ~~nuclear~~a complete energy ~~can~~ecosystem. ~~affect~~The ~~our~~timing ~~customers~~of DOE authorization and usrelated testing activities remains subject to completion of engineering development, regulatory review, and the availability of funding.

~~Nuclear~~Pilot ~~energy~~Reactor isSite closely tied to government policies and regulations due to its potential risks and benefits. Governments often play a central role in the approval, regulation, and funding of nuclear projects. Changes in political leadership or shifts in public sentiment can lead to shifts in nuclear energy policies, which can affect the viability and profitability of nuclear businesses. The regulatory framework for nuclear energy is stringent and subject to public scrutiny. Regulatory decisions can influence the cost, timeline, and feasibility of nuclear projects. Public concerns and political pressure can lead to tighter regulations or stricter enforcement of existing ones. Government policies and incentives, often influenced by public opinion and political considerations, can directly impact the growth and competitiveness of nuclear energy. Favorable policies such as subsidies, tax credits, or incentives for clean energy can attract more customers to the nuclear energy sector.Development

In ~~addition,~~support ~~public perception~~ of ~~nuclear~~our ~~energy~~participation ~~can~~in ~~range~~the ~~from~~DOE ~~positive~~Reactor toPilot ~~highly skeptical or negative~~Program, ~~often~~we ~~influenced~~have bysecured ~~historical~~a ~~events,~~long-term ~~accidents,~~lease and media coverage. Negative public sentiment can lead to protests, legal challenges, and public resistance to new nuclear projects, potentially delaying or preventing their development. Nuclear facilities often need to engage with local communities where they operate. Building and maintaining trust with these communities is crucial for ~~obtaining~~approximately ~~social~~100 ~~acceptance.~~acres ~~Public~~at opposition, fueled by concerns about safety or environmental impact, can hinder a company’s ability to establish a presence in a particular location. Public perception of nuclear safety and viability can also influence the ~~willingness~~Kansas ~~of investors and financial institutions to fund nuclear projects~~Site. ~~Negative~~We ~~public~~intend ~~sentiment can increase financing costs and make it more difficult~~ to ~~secure~~use ~~the~~this ~~necessary~~site ~~capital. However, public preferences~~ for ~~energy~~development ~~sources can influence the demand for nuclear energy. A positive perception of nuclear power as a clean~~ and ~~reliable~~testing ~~energy~~activities ~~source~~associated ~~can~~with ~~boost~~our ~~its~~borehole ~~market~~development ~~appeal.~~program ~~Conversely, public concerns about nuclear safety can delay or prevent the construction of new nuclear power plants~~ and ~~can~~planned ~~limit~~pilot ~~the operation of nuclear reactors~~reactor, ~~which~~subject ~~could in turn lead~~ to ~~decreased~~applicable ~~demand, impacting our potential customer base and our business. In the past, adverse public reaction, increased~~ regulatory ~~scrutiny~~approvals and litigation have contributed to extended construction periods for new nuclear reactors, sometimes delaying construction schedules by decades or more or even shutting down operations. Adverse public reaction could also lead to increased regulation or limitations on the ~~activities~~availability of ~~nuclear~~sufficient power producers, more onerous operating requirements or other conditions that could materially reduce the generation of nuclear power, thereby reducing demand for our services and materially adversely impacting our businessfunding.

Current activities at the Kansas Site include geological analysis, engineering design work, borehole planning, and test drilling (including the drilling of our first well (described below)), as well as preparation for subsurface infrastructure development. These activities are intended to support drilling operations, reactor emplacement procedures, and the design and development of associated monitoring and power conversion systems, subject to the availability of capital and continued project development.

Phased Deployment Model

Our commercialization strategy is based on a phased deployment plan designed to move toward commercialization in the next three years. Given that reactor criticality using established PWR technology is well understood, we are prioritizing validation of the hardest and most differentiated parts of our system, to reduce risk earlier and move more directly toward a commercialization outcome. Our key demonstration objectives include drilling to depth at commercial scale, installing and integrating a nuclear system a mile underground, and operating as part of a complete energy ecosystem. Critically, we aim to prove that each of these milestones can be achieved on a timeline sufficient to meet the AI-driven surge in demand for energy. We are currently participating in the DOE Reactor Pilot Program and expect to demonstrate our system as part of that program.

Phase 1

The first phase of our phased deployment plan involves engineering validation and proof of concept wells. We have a long-term lease for approximately 100 acres located within the Kansas Site and we have commenced initial field development activities at the site. As part of this process, we have already drilled our first data acquisition well to gather real-world data up to 6,000 feet deep. Next, we will demonstrate our ability to drill a commercial-scale borehole and safely deploy a prototype reactor. We continue to advance our reactor design in parallel with these activities, including planning additional drilling activities and conducting related engineering and

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~~Accidents~~emplacement ~~involving~~work, ~~nuclear~~and ~~power~~we ~~facilities,~~are ~~including~~targeting ~~but~~completion ~~not~~of ~~limited~~these toactivities ~~events~~in ~~similar~~the tocoming ~~the~~months. ~~Three~~The ~~Mile~~balance ~~Island,~~of ~~Chernobyl~~this year and ~~Fukushima~~into ~~Daiichi~~early ~~nuclear~~2027 ~~accidents,~~will orbe ~~terrorist~~focused ~~acts~~on ordelivery ~~other~~of ~~high-profile~~key ~~events~~components ~~involving~~for ~~radioactive~~full-system ~~materials~~installation, ~~could~~including ~~materially~~well ~~and~~casing, ~~adversely~~our ~~affect~~reactor ~~nuclear~~canister, ~~power producers~~ and ~~the~~heat ~~markets for nuclear power~~exchanger, ~~and~~as ~~increase~~well ~~regulatory~~as ~~requirements~~LEU ~~and~~fabrication ~~costs that could materially~~ and ~~adversely affect our business~~loading.

~~Our~~While ~~future~~these ~~prospects~~wells are ~~dependent~~not ~~upon~~regulated aby ~~certain level of public support for nuclear power. Nuclear power faces strong opposition from certain competitive energy sources, individuals and organizations. The accident that occurred at~~ the ~~Fukushima~~DOE ~~nuclear~~as ~~power~~part ~~plant in Japan in 2011 increased public opposition to nuclear power in some countries, resulting in a slowdown in, or, in some cases, a complete halt to new construction~~ of ~~nuclear power plants, an early shut down of existing power plants or a dampening of~~ the ~~favorable~~DOE ~~regulatory~~Reactor ~~climate~~Pilot ~~needed to introduce new nuclear technologies~~Program, ~~all~~engineering ofdata ~~which~~will ~~could~~be ~~negatively~~used ~~impact~~to support our ~~business~~request ~~and~~for ~~prospects. As a result of~~ the ~~Fukushima~~DOE’s ~~accident,~~authorization ~~some countries that were considering launching new domestic nuclear power programs delayed or cancelled the preparatory activities they were planning to undertake as part~~ of ~~such programs. If accidents similar to~~ the ~~Fukushima~~planned ~~disaster~~pilot orreactor ~~other events, such~~ as ~~terrorist~~described attacks involving nuclear facilities, occur, public opposition to nuclear power may increase, regulatory requirements and costs could become more onerous and expected demand for our technologies could suffer, which could materially and adversely affect our business and operationsbelow.

~~Our~~Phase ~~auditor has issued a “going concern” opinion.~~2

~~Our~~The ~~auditor~~second ~~issued~~phase aof ~~“going concern” opinion on~~ our ~~financial~~phased ~~statements~~deployment ~~for~~plan ~~the~~involves ~~year~~DOE ~~ended~~authorization ~~December 31, 2024. During 2024, we generated no revenue~~ and ~~sustained~~one aor ~~net~~more ~~loss~~commercial ofpilot $8wells.0 ~~million~~Specifically, ~~and~~subject asto ofDOE ~~December 31~~authorization, ~~2024,~~ we ~~had~~intend anto ~~accumulated~~demonstrate ~~deficit of $8.7 million. For~~ the ~~three~~Gravity ~~and nine months ended September 30~~Reactor, ~~2025, we generated no revenue~~ and ~~sustained~~to ~~net~~apply ~~losses~~for ofa ~~approximately~~commercial ~~$40.4~~license ~~million~~with ~~and~~the ~~$47.5~~NRC ~~million,~~in ~~respectively,~~the ~~and~~first ashalf of ~~September 30~~2027, ~~2025,~~converting wethe ~~had~~same anpilot ~~accumulated~~reactor ~~deficit~~to ofcommercial ~~approximately $56~~operation.2 ~~million.~~We ~~Based~~are onworking ~~our~~closely ~~recurring~~with ~~losses~~both ~~from operations,~~ the ~~expectation~~DOE ofand ~~continued~~the ~~operating~~NRC ~~losses~~to ~~for~~align atdemonstration ~~least the foreseeable future,~~ and ~~our current cash position~~licensing, as we ~~believe~~are ~~our~~aiming ~~existing cash and cash equivalents will not be sufficient~~ to ~~fund~~move ~~our~~these ~~operating~~efforts ~~and~~forward ~~capital~~together ~~requirements~~rather ~~for~~than ~~the~~advancing ~~next~~them ~~twelve~~in ~~months~~sequence. ~~These factors raise substantial doubt about our ability to continue as a going concern.~~

InPhase order to continue operating our business for the next twelve months and beyond, we will need to raise substantial additional capital. We are actively evaluating potential financing sources available to us; however, there can be no assurance that financing will be available on terms acceptable to us, on a timely basis, or at all. Our failure to raise additional capital would adversely impact our financial condition and our ability to execute our business plan, and could ultimately result in our inability to continue operations. In addition, to the extent we raise capital through the sale of equity or convertible debt securities, the ownership interests of our existing stockholders will be diluted, and the terms of any such securities may include preferences or rights that adversely affect the rights of our common stockholders.3

~~Our~~The ~~business~~third ~~plans~~and ~~require~~final aphase ~~significant~~of ~~amount~~our phased deployment plan involves the construction of ~~capital.~~surface ~~Our~~facilities ~~future~~and ~~capital~~seeking ~~needs~~high-volume ~~may~~commercial ~~require~~licensing usfor todeployment ~~sell~~of ~~additional~~multiple ~~equity~~reactors orat ~~debt~~a ~~securities~~single ~~that~~site through clustered boreholes, which may ~~dilute~~enable ~~our~~longer ~~stockholders~~refueling orcycles ~~contain~~through ~~terms~~coordinated ~~unfavorable~~fuel tomanagement, usstaggered orrefueling ~~our~~schedules ~~investors.~~and ~~Moreover~~more efficient utilization of shared infrastructure, ~~there~~and ~~can~~support begreater noaggregate ~~assurance~~power ~~that~~generation ~~such~~capacity ~~capital~~than ~~will~~the bepilot ~~available~~installation, and subsequently, at multiple sites. We are targeting as early as 2027 to usseek onsuch ahigh-volume ~~timely~~commercial ~~basis~~licensing with the NRC, ifand atanticipate ~~all~~a one-year lag between the start of construction and revenue recognition.

WeCommercial ~~will~~deployment ~~require significant capital to operate our business and fund our capital expenditures for the next several years. The level and timing~~ of ~~future~~Gravity ~~expenditures~~Reactors will ~~depend~~require ~~on a number of factors, many of which are outside our control. We expect that we will need to raise~~ additional ~~capital~~regulatory ~~to fund our business~~approvals, including tolicensing ~~finance~~by ~~ongoing~~the ~~research and development costs~~NRC, ~~manufacturing,~~which ~~any~~we ~~significant~~are ~~unplanned~~pursuing orin ~~accelerated~~parallel ~~expenses,~~with ~~and~~DOE-related ~~new strategic alliances or acquisitions~~activities. ~~The~~We ~~fact~~expect that ~~we have limited experience commercializing our technologies on~~ a ~~large~~DOE-authorized ~~scale,~~pilot ~~coupled~~reactor ~~with~~will ~~the~~inform ~~fact~~key ~~that our products represent a new product category in the SMR market~~design, ~~means~~operational weand ~~have~~licensing ~~limited~~considerations ~~historical data on the demand~~ for ~~our~~commercial ~~products and services. In addition~~deployment, wealthough ~~expect~~subsequent ~~that~~deployments ~~our~~are ~~level~~expected ofto ~~capital~~involve ~~expenditures~~different ~~will be significantly affected by customer demand for our proprietary technology. As a result~~configurations, ~~our~~site-specific ~~future~~integration ~~capital~~activities ~~requirements may be uncertain~~ and ~~actual~~additional ~~capital~~engineering ~~requirements may be different from those we currently anticipate~~development. WeAdditional ~~may~~project ~~need to seek equity or debt~~ financing towill ~~finance~~also ~~all or a portion of our capital expenditures. Such financing might not~~ be ~~available to us in a timely manner or on terms that are acceptable, or at all, or that such funds, if raised, would be sufficient~~required.

Ongoing Development Activities

In addition to borehole construction, our current activities include reactor design, safety analysis, thermal-hydraulic modeling, regulatory engagement with the DOE and the NRC, and supply chain development for reactor components and drilling operations. The Gravity Reactor remains in conceptual and early engineering stages, and key aspects of the design continue to be refined through ongoing engineering and analysis.

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

Commercial Strategy

Our commercial strategy is focused on deploying Gravity Reactors in markets with rapidly growing electricity demand and increasing need for reliable, affordable baseload power. Our initial commercial focus is on hyperscale data centers and other large power users, and over time may expand to include utilities, industrial operators, and government or defense installations, as described further below in “Target Markets.”

Commercial Gravity Reactor installations are expected to be deployed at sites capable of supporting multiple reactor units installed through clusters of deep boreholes. This modular architecture is intended to allow reactor capacity to be added incrementally as electricity demand grows.

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

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~~Our~~Strategic ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions and investor acceptance of our business model. These factors may make the timing, amount, terms, and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities or substantially change our corporate structure. We might not be able to obtain any funding, and we might not have sufficient resources to conduct business as projected, both of which could mean that we would be forced to curtail or discontinue our operations. In addition, our future capital needs and other business reasons could require us to sell additional equity or debt securities or incur indebtedness. Even if we complete such financings, they may result in dilution to our existing investors and include additional rights or terms that may be unfavorable to our existing shareholders. These circumstances could materially and adversely affect our financial results and impair our ability to achieve our business objectives. Additionally, we may be required to accept terms that restrict our ability to incur additional indebtedness or take other actions (including terms that require us to maintain specified liquidity or other ratios) that would otherwise be in the best interests of our shareholders. The sale of additional equity or equity-linked securities could dilute our stockholders. The incurrence of indebtedness would result in debt service obligations and could result in operating and financing covenants that would restrict our operations. If we cannot raise additional funds when we need or want them, we may be forced to curtail or abandon our growth plans, which could adversely impact the Company, its business, development, financial condition, operating results or prospects.Relationships

~~Adverse~~We ~~developments~~have ~~affecting~~entered ~~the~~into ~~financial~~strategic ~~services~~relationships ~~industry,~~intended ~~such~~to assupport ~~actual~~commercialization ~~events~~of orthe ~~concerns~~Gravity ~~involving liquidity~~Reactor, ~~defaults,~~including orrelationships ~~non-performance~~focused byon ~~domestic~~digital ~~and~~infrastructure ~~international~~demand, ~~financial~~project ~~institutions or transactional counterparties~~development, ~~could~~power ~~adversely~~offtake ~~affect our business~~opportunities, ~~financial condition,~~ and ~~results~~project-level ~~of operations~~financing.

~~Actual~~In ~~events~~February ~~involving~~2026, ~~reduced~~we orentered ~~limited~~into ~~liquidity,~~a ~~defaults,~~ non-~~performance~~binding ormemorandum other adverse developments that affect domestic and international financial institutions or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of ~~these~~understanding ~~kinds,~~(“MOU”) ~~have~~with inBlue ~~the~~Owl ~~past~~Digital ~~and~~Infrastructure ~~may~~Advisors inLLC ~~the~~(“Blue ~~future~~Owl”) ~~lead~~ to ~~market-wide~~establish ~~liquidity~~a ~~problems.~~framework ~~Investor~~for ~~concerns~~potential ~~regarding~~collaboration ~~the U.S. or international financial systems could result~~ in ~~less~~support ~~favorable~~of ~~commercial~~the ~~financing~~development ~~terms, including higher interest rates or costs~~ and ~~tighter~~deployment ~~financial~~of ~~and~~nuclear ~~operating~~energy ~~covenants,~~projects orutilizing ~~systemic~~our ~~limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all~~technology. ~~Any~~The ~~decline~~MOU incontemplates ~~available~~potential ~~funding~~collaboration orrelating ~~access~~ to ~~our~~customer ~~cash~~ and ~~liquidity~~utility ~~resources could~~outreach, ~~among~~project ~~other~~development ~~risks~~activities, ~~adversely impact our ability to meet our operating expenses, financial obligations or fulfill our other obligations, or result in breaches of our financial~~ and~~/or~~ ~~contractual~~evaluation ~~obligations. Any~~ of ~~these~~potential ~~impacts,~~power orofftake ~~any~~and ~~other~~project-level ~~impacts~~financing ~~resulting~~opportunities ~~from~~associated ~~the~~with ~~factors~~Blue ~~described~~Owl’s ~~above~~digital orinfrastructure ~~other~~portfolio ~~related or similar factors not described above, could have material adverse impacts on our liquidity~~ and ~~our current and/or projected business operations and financial condition and results of operations~~developments.

~~Any~~In ~~acquisitions,~~connection ~~partnerships~~with execution of the MOU, orinvestment ~~joint~~funds ~~ventures~~affiliated ~~that~~with weBlue ~~enter~~Owl ~~into~~made ~~could~~an ~~disrupt~~equity ~~our~~investment ~~operations~~in us in the amount of $20 million. We also granted Blue Owl non-exclusive rights of first offer with respect to certain potential future power offtake opportunities and ~~have~~project-level financing opportunities, in each case subject to the terms of the MOU and related transaction documentation. The power offtake right of first offer applies to potential future opportunities where a ~~material~~potential ~~adverse~~data ~~effect~~center onor similar large-load end user offtake need is identified in our ~~business~~project developments, ~~financial~~and ~~condition~~the ~~and~~project ~~results~~financing right of ~~operations~~first offer applies to potential future project-level financing opportunities originated by us.

~~From~~The ~~time~~MOU todoes ~~time, we may evaluate potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties. We may~~ not berequire ~~successful~~either inparty ~~identifying candidates for acquisitions, strategic partnerships and joint ventures. In addition, we may not be able~~ to ~~continue~~enter ~~the~~into ~~operational success of such businesses or successfully finance or integrate~~ any ~~businesses~~specific ~~that~~project, wepower ~~acquire~~offtake orarrangement, ~~with~~financing ~~which~~transaction, ~~we form a partnership~~ or ~~joint~~other ~~venture.~~commercial Wearrangement ~~may~~unless ~~have~~agreed ~~potential~~in ~~write-offs~~separate ofdefinitive ~~acquired~~written ~~assets~~documentation ~~and/or~~executed anby ~~impairment of any goodwill recorded as a result of acquisitions. Furthermore,~~ the ~~integration of any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business~~parties. ~~Any~~The ~~acquisition,~~MOU ~~partnership~~also ordoes ~~joint venture may~~ not begrant ~~successful~~Blue orOwl ~~otherwise~~exclusivity ~~generate the financial results we expect, may reduce our cash reserves, may negatively affect our earnings and financial performance and, to the extent financed~~ with ~~the~~respect ~~proceeds of debt, may increase our indebtedness. Further, depending on market conditions, investor perceptions of us and other factors, we might not be able~~ to ~~obtain~~any ~~financing~~future onprojects ~~acceptable terms,~~ or atrequire ~~all,~~us to ~~implement~~consummate any ~~such~~specific ~~transaction.~~offtake ~~We cannot ensure that any acquisition, partnership,~~ or ~~joint~~financing ~~venture we make will not have a material adverse effect on our business, financial condition, and results of operations~~transaction.

In November 2024, we entered into a non-binding strategic relationship term sheet with Endeavour Energy, LLC (“Endeavour”) designed to support commercialization of the Gravity Reactor. The contemplated collaboration is intended to facilitate coordinated site development, access to potential data center customers, and joint evaluation of multi-reactor deployments. The relationship framework contemplates potential deployment configurations of up to 1.5 gigawatts of generation capacity at a single location, within a broader potential co-development framework of up to 2 gigawatts across multiple projects.

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

We have also established or are pursuing strategic supplier and technical relationships intended to support reactor development, demonstration, manufacturing, and commercialization activities. These relationships include:

●

Halliburton Energy Services, Inc., pursuant to a memorandum of understanding relating to discussions of developing joint drilling and completion activities;

●

Urenco USA Inc., from which enriched uranium product has been procured for anticipated delivery for our planned demonstration reactor activities;

●

Day & Zimmermann Group, Inc., which is acting as construction manager for our planned demonstration reactor project and is providing EPC-related support personnel and services;

●

R-V Industries, Inc., which is supporting fabrication activities for our prototype reactor systems; and

●

Sparx Engineering LLC, which is supporting design and development of reactor instrumentation, electronics, and monitoring systems, including systems relating to pressure, temperature, and neutron detection.

Except as otherwise disclosed, these supplier and technical relationships are generally governed by non-binding purchase orders, service agreements, memoranda of understanding, preliminary engagement arrangements, or other limited contractual frameworks. These arrangements may be non-exclusive, subject to future negotiation, contingent on project milestones or regulatory developments, and may not result in long-term commercial supply or deployment arrangements.

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WeProject ~~may~~Development ~~be unable to adequately control the costs associated with our operations.~~Model

We ~~will~~expect ~~require~~that ~~significant~~many ~~capital~~commercial todeployments ~~develop~~of ~~and~~the ~~grow our business, including developing and producing our~~ Gravity Reactor ~~technology,~~may ~~research~~be ~~and~~structured ~~development,~~as ~~production,~~project-level ~~operations~~developments ~~and~~in ~~maintenance of Gravity Reactor sites and building our brand and partnerships. We have incurred and expect to continue incurring significant expenses~~ which ~~will~~we ~~impact~~participate ~~our~~in ~~profitability,~~the ~~including research and~~ development ~~expenses~~, ~~procurement costs~~ownership, ~~business~~and ~~development,~~ operation ~~expenses, and general and administrative expenses as we scale our operations, identify and commit resources to investigate new areas~~ of ~~demand~~reactor ~~and incur costs as a public company~~installations. InUnder ~~addition,~~this ~~we may incur significant costs for the siting~~model, ~~construction,~~electricity ~~operation~~generated ~~and~~by ~~maintenance of temporary and permanent~~ Gravity Reactor ~~sites.~~facilities ~~Our~~may ~~ability~~be tosold ~~become profitable in the future will not only depend on our ability~~ to ~~complete~~customers ~~the~~under ~~design~~long-term ~~and~~power ~~development~~purchase ofagreements ~~our~~(“PPAs”) ~~products and services to meet projected performance metrics and regulatory requirements and to achieve market acceptance of our technology, but also to sell, whether outright~~ or ~~through~~similar ~~licensing~~contractual ~~agreements,~~arrangements; ~~our~~these ~~products~~potential atPPAs ~~prices needed to achieve our expected margins and control our costs. If we~~ are ~~unable~~more toparticularly ~~efficiently~~described ~~design,~~below ~~develop, manufacture, market, deploy, distribute and operate our technology~~ in ~~a cost~~“Project-~~effective~~Level ~~manner,~~Equity ~~our~~Participation; ~~margins,~~Electricity ~~profitability and prospects would be materially and adversely affected~~Sales.”

~~Security~~We ~~breaches~~believe ~~and~~that ~~other~~individual ~~disruptions~~projects ~~could~~may ~~compromise~~be ~~our~~financed ~~proprietary~~using ~~information~~a combination of corporate capital, strategic capital, and ~~expose~~project-level financing structures. This project-level development model is intended to enable us to ~~liability,~~pursue ~~which~~and ~~would~~retain ~~cause~~equity ~~our~~ownership ~~business~~in ~~and~~large-scale ~~reputation~~infrastructure projects while using external financing sources where appropriate to ~~suffer~~support construction and long-term operation.

WeIn ~~maintain~~addition ~~various information technology systems and procedures~~ to ~~protect~~participating ~~our~~in ~~trade secrets, technical know~~project-~~how,~~level ~~and~~equity ~~other unpatented proprietary information relating to our product development~~ and ~~operating~~electricity ~~activities~~sales, ~~and~~we tomay ~~restrict~~provide ~~unauthorized~~project ~~access to the dissemination of our proprietary information. However~~development, ~~internal~~reactor ~~and external data security threats cannot be mitigated entirely. For example~~delivery, ~~current~~integration, ~~departing~~and orrelated ~~former~~deployment ~~employees~~support orin ~~third~~connection ~~parties~~with ~~could~~Gravity ~~attempt~~Reactor ~~to improperly use or access our computer systems and networks to copy~~installations, ~~obtain~~as ordescribed ~~misappropriate~~below ~~our~~in ~~proprietary~~“Upfront ~~information~~Revenue ~~or otherwise interrupt our business~~Streams.” ~~Additionally,~~We ~~members~~expect ofthat ~~our management team work remotely, which could have~~ the ~~effect~~specific ofcommercial ~~increasing~~structure ~~the likelihood~~ of ~~cybersecurity~~any ~~breaches.~~project ~~Like~~will ~~others~~vary, weincluding ~~are~~based ~~also~~on ~~subject~~customer torequirements, ~~significant~~site ~~system or network disruptions from numerous causes~~characteristics, ~~including~~local ~~computer~~power ~~viruses~~delivery ~~and other cyber-attacks~~infrastructure, ~~facility~~financing ~~access issues~~arrangements, ~~new~~regulatory ~~system implementations~~requirements, and ~~energy~~project ~~blackouts~~counterparties.

~~Security~~Great ~~breaches,~~Plains ~~computer~~Industrial ~~malware,~~Park ~~phishing, spoofing,~~ and ~~other~~Early ~~cyber-attacks~~Deployment have become more prevalent and sophisticated in recent years. While we defend against these threats daily, we do not believe that such attacks have caused us any material damage to date. Because the techniques used by computer hackers and others to access or sabotage networks constantly evolve and generally are not recognized until launched against a target, we may be unable to anticipate, counter or ameliorate all these techniques. As a result, our and our customers’ proprietary information may be misappropriated, and we cannot predict the impact of any future incident. Any loss of such information could harm our competitive position, result in a loss of customer confidence in the adequacy of our threat mitigation and detection processes and procedures, cause us to incur significant costs to remedy the damages caused by the incident, and divert management and other resources. We routinely implement improvements to our network security safeguards, and we believe that we devote appropriate resources to the security of our information technology systems. However, we cannot assure you that our efforts will be sufficient to prevent or limit the damage from any future cyber-attack or network disruptions.Sites

~~The~~A ~~costs~~key ~~related~~element toof ~~cyber-attacks~~our orcommercialization ~~other~~strategy ~~security~~is ~~threats~~the ordevelopment ~~computer~~of ~~systems~~suitable ~~disruptions~~sites ~~typically~~capable ~~would~~of ~~not~~supporting beearly ~~fully~~deployments ~~insured~~of orthe ~~indemnified~~Gravity ~~by others~~Reactor. AsOne asuch ~~result,~~location is the ~~occurrence~~Kansas ofSite, ~~any~~where ofwe ~~the~~have ~~events~~secured ~~described~~a ~~above~~long-term ~~could~~lease ~~result~~for inapproximately ~~the~~100 ~~loss~~acres offor ~~competitive~~site ~~advantages~~development ~~derived~~and ~~from~~related ~~our intellectual property~~activities. ~~Moreover,~~We ~~these~~view ~~events~~this ~~may~~site ~~result~~as inan ~~the~~important ~~diversion~~early oflocation ~~the~~for ~~attention~~development of ~~management~~the ~~and~~Gravity ~~critical information technology and other resources~~Reactor, orincluding ~~otherwise~~pilot ~~adversely~~reactor ~~affect~~activities ~~our internal operations~~ and ~~reputation~~evaluation orof ~~degrade~~potential ~~our~~future ~~financial~~commercial ~~results~~deployment ~~and stock price~~opportunities.

~~Current~~We ~~and~~have ~~future~~also ~~geopolitical~~entered ~~and~~into ~~macroeconomic~~a ~~events~~non-binding ~~outside~~letter of ~~our~~intent ~~control,~~with ~~including~~the ~~changes~~Great Plains Industrial Park in ~~interest~~connection ~~rates~~with potential future development activities at the site, ~~levels~~which contemplates potential development of ~~inflation~~up to 2,000 MWe of generation capacity. The Kansas Site offers an established industrial setting and ~~foreign~~other ~~currency~~site ~~exchange~~characteristics ~~rates~~that we believe may support future reactor development activities, ~~could~~subject ~~adversely~~to ~~impact~~applicable ~~our~~regulatory ~~business~~approvals, ~~results~~state ofand ~~operations~~local support, ~~cash~~site ~~flows~~studies, ~~financial~~and ~~condition~~project-specific engineering and ~~liquidity~~infrastructure considerations.

WeIn ~~face~~addition ~~risks related~~ to ~~geopolitical~~the ~~events,~~Kansas ~~international hostility~~Site, ~~epidemics,~~we ~~outbreaks~~have ~~and~~entered ~~other~~into ~~macroeconomic~~multiple ~~events~~non-binding ~~that~~LOIs ~~are~~with ~~outside~~potential ofdevelopment ~~our~~partners ~~control.~~for ~~The~~candidate ~~occurrence~~commercial ofsites ~~certain~~in ~~geopolitical events, including those arising from terrorist activity, international hostility, public health crises and~~ the ~~economic~~United ~~impact~~States. ofThese ~~global~~LOIs ~~trade~~relate ~~tensions,~~to ~~could~~potential ~~significantly~~deployment ~~disrupt~~opportunities ~~our~~in ~~business and operational plans and adversely affect our results of operations~~Kansas, ~~cash flows~~Texas, ~~financial condition~~ and ~~liquidity.~~Utah ~~For~~as ~~instance,~~well ~~the~~as ~~ongoing~~other ~~conflicts~~locations in the ~~Middle~~United ~~East~~States and ~~between~~internationally. ~~Russia~~These ~~and~~LOIs ~~Ukraine~~contemplate ~~have~~evaluation ~~and~~of ~~may~~multi-reactor ~~continue~~installations. toThe ~~cause~~LOIs ~~geopolitical~~generally ~~instability~~describe ~~and~~preliminary ~~adverse~~concepts ~~effects~~for onsite ~~the global economy~~access, ~~supply~~project ~~chains~~development ~~and~~coordination, ~~specific~~power ~~markets~~delivery, and ~~industries~~development sequencing. ~~Although~~Collectively, weas ~~are~~of ~~not~~the ~~able~~date toof ~~enumerate~~this ~~all~~prospectus, ~~potential~~the ~~risks~~discussions toreflected in our ~~business~~non-binding ~~resulting~~LOIs ~~from~~relate ~~these~~to ~~and~~potential ~~other~~reactor ~~similar~~deployments ~~events,~~that wecould ~~believe~~support ~~that~~up ~~such~~to ~~risks~~15 ~~include,~~gigawatts ~~but~~of ~~are~~generation ~~not~~capacity ~~limited~~if ~~to,~~fully ~~the~~developed ~~following:~~over time.

●These ~~disruption~~LOIs toare ~~our~~non-binding ~~supply~~and ~~chain~~do ~~for~~not ~~materials~~contain ~~essential~~commitments to ~~our~~purchase ~~business~~electricity, ~~including~~finance ~~restrictions~~projects, onconstruct ~~importing~~facilities, ~~and~~grant ~~exporting~~exclusivity, ~~products;~~or deploy a specified number of reactors. Either party may terminate these arrangements without penalty.

Commercial Deployment Strategy

Our initial commercial development plan contemplates a first commercial facility involving multiple Gravity Reactors deployed at a single site. This initial commercial deployment is intended to serve as a bridge between pilot-scale demonstration and subsequent scaled commercial deployments by supporting validation of construction methods, operational procedures, project development processes and commercial structures. While this initial facility is expected to generate power, it is not necessarily intended to reflect optimized economics, refueling strategies or generation capacity expected for future commercial deployments.

Subject to successful completion of pilot reactor activities, future regulatory approvals, site development progress, project financing, and customer arrangements, we may, following initial commercial deployment, pursue larger deployments at suitable locations where reliable baseload electricity is needed and where conditions support borehole construction and reactor emplacement. Our target for some of these later installations is to involve clusters of reactors capable of producing hundreds of MWe to more than one gigawatt of generation capacity at a single site that could support large-scale electricity generation installations capable of supplying power to data centers, utilities, industrial facilities, and other high-demand energy users. We are targeting as fast as six months for a single reactor construction period for later deployments.

We intend to pursue commercial deployments initially within the United States, with potential future opportunities in international markets.

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●The ~~customers~~timing, ~~suppliers~~scale, and ~~other~~structure ~~third~~of ~~parties~~commercial ~~asserting~~deployments ~~that~~remain ~~their~~subject ~~non-performance~~to ~~under~~a ~~our~~number ~~contracts~~of ~~with~~factors, ~~them~~including isengineering ~~permitted~~progress, asregulatory aapprovals, ~~result~~export control requirements, applicable international nuclear cooperation agreements, successful completion of ~~force~~pilot ~~majeure~~reactor oractivities, ~~other~~financing ~~reasons;~~availability, supply chain and fuel availability, interconnection and infrastructure considerations, site conditions, and customer demand.

●Business ~~cybersecurity~~Model ~~attacks, particularly as digital technologies may become more vulnerable~~ and ~~experience~~Revenue ~~a higher rate of cyberattacks in the current environment of remote connectivity;~~Streams

●Our ~~any~~business ~~reductions~~model ofis ~~our~~designed ~~workforce~~ to ~~adjust~~generate torevenue ~~market~~from ~~conditions~~(i) project-level equity participation, including ~~severance~~indirect ~~payments~~participation in project-level cash flows from electricity sales, ~~retention~~(ii) one-time ~~issues~~upfront revenue, generally expected to be associated with Gravity Reactor deployment and ~~possible~~related ~~inability~~upfront project development services and (iii) recurring revenue, generally expected to ~~hire~~be ~~employees~~associated ~~when~~with ~~market~~technology ~~conditions~~licensing ~~improve;~~and operations and maintenance services of Gravity Reactor installations. We expect that the specific commercial structure of any project will vary, including based on customer requirements, site characteristics, local power delivery infrastructure, financing arrangements, regulatory requirements, and project counterparties.

●Gravity ~~logistical~~Reactor ~~challenges,~~installations ~~including~~are ~~those~~expected ~~resulting~~to ~~from~~be ~~border~~developed ~~closures~~as ~~and~~long-lived ~~travel~~energy ~~restrictions,~~infrastructure asassets. ~~well~~We asmay ~~the~~participate ~~possibility~~in ~~that~~multiple ~~our~~stages ~~ability~~of tothe ~~achieve~~project ~~commercialization~~lifecycle, ofincluding ~~our~~project ~~operations~~development, ~~may~~reactor bedeployment, ~~interrupted~~commissioning, ~~limited~~and orongoing ~~curtailed;~~operations and maintenance.

●Project-Level ~~economic,~~Equity ~~political~~Participation; ~~and~~Electricity ~~regulatory conditions domestically and internationally, including imposition of tariffs or other tax incentives or disincentives;~~Sales

●For ~~effects~~certain ofprojects, ~~sanctions~~we intend to participate in the ownership, development, and ~~other~~operation ~~penalties~~of ~~imposed~~Gravity onReactor ~~foreign~~facilities. ~~countries~~In these projects, electricity generated by the ~~U.S.,~~reactors may be sold to customers at the ~~European~~project-level ~~Union~~under ~~and~~PPAs ~~other~~or ~~countries;~~similar offtake arrangements, and we may benefit from the cash flows of such sales, in many cases through our retained equity in the project.

●These ~~the~~agreements ~~possibility~~may ofinclude afixed-price ~~structural~~or ~~shift~~market-linked inelectricity ~~the~~pricing ~~global~~structures ~~economy~~ and ~~the~~may ~~demand~~be ~~for~~structured ~~nuclear~~as direct power ~~due~~supply toagreements ~~any~~at ~~widespread~~the ~~changes~~project-level inwith ~~attitudes~~end ~~toward~~users ~~climate~~or ~~change~~through arrangements involving local utilities or grid operators. Such agreements are commonly used in ~~connection~~energy ~~with~~infrastructure aprojects ~~global~~to ~~recession~~support orlong-term ~~depression~~revenue stability and project financing.

WeUnder ~~cannot~~this ~~reasonably~~model, ~~estimate~~we ~~the~~intend ~~period~~to ofbenefit ~~time~~from ~~that~~project-level ~~these~~cash ~~conditions~~flows ~~will~~associated ~~persist;~~with electricity generation and sale over the ~~full~~operating ~~extent~~life of the ~~impact~~facility, ~~they~~in ~~will~~many ~~have~~cases onthrough our ~~business,~~retained ~~results~~equity ofin ~~operations,~~the ~~cash~~project. ~~flows,~~We ~~financial~~expect ~~condition~~that many such projects may be structured using project-level financing and ~~liquidity;~~infrastructure orpartnerships, ~~the~~which ~~pace~~may orallow ~~extent~~individual ofreactor ~~any~~projects ~~subsequent~~to ~~recovery~~be financed and operated through project-specific capital structures.

~~Uncertain~~In ~~global~~many ~~macroeconomic~~jurisdictions, the delivery of electricity generated by Gravity Reactor facilities will require coordination with local electric utilities, transmission operators, or regional grid operators. Depending on the location of a project and ~~political~~applicable ~~conditions~~market ~~could~~structures, ~~materially~~electricity ~~adversely~~may ~~affect~~be ~~our~~delivered ~~business~~directly ~~prospects~~to an end user through dedicated infrastructure, ~~financial~~through ~~condition~~utility-sleeved arrangements, ~~results~~or through interconnection to regional transmission systems. As a result, the development of ~~operations~~reactor projects may involve engagement with utilities, transmission providers, and ~~cash~~grid ~~flows~~operators to obtain necessary interconnection approvals and coordinate power delivery arrangements. The structure of these arrangements may vary depending on local regulatory frameworks, transmission availability, and project-specific commercial agreements.

~~Our~~Upfront ~~results~~Revenue of operations could be materially affected by economic and political conditions in the United States and internationally, including inflation, deflation, fluctuations in interest rates, fluctuations in exchange rates, availability of capital, energy and commodity prices, trade laws and the effects of governmental initiatives to manage economic conditions.Streams

~~Our~~In ~~business~~connection ~~model~~with ~~is dependent on government entities and companies around~~ the ~~world~~deployment ~~adopting and entering into contracts for the implementation for our technologies and services. Adverse national and international economic conditions may reduce the future availability~~ of ~~funding~~Gravity ~~counterparties~~Reactor ~~have to spend on our services~~facilities, ~~which~~we ~~would~~intend ~~negatively impact our revenues and our ability~~ to ~~commercialize~~generate ~~our~~revenue ~~operations.~~from ~~Such~~activities ~~conditions~~associated ~~could~~with ~~also~~reactor ~~make it difficult or impossible for us to secure financing on acceptable terms or at all~~delivery, ~~and could materially increase the cost of our operations. Our cost estimates and assumptions are also sensitive to macroeconomic factors~~integration, and ~~their~~project ~~accuracy could likely be impacted by unanticipated changes in such factors~~development. It is not possible to accurately predict all of the potential adverse impacts on the Company, if any, of current and future economic conditions on its financial condition, operating results and cash flow; however, any of these macroeconomic conditions could negatively impact our strategic partners, suppliers, customers and the industry as a whole, which could materially affect our business, financial condition, and results of operations.

~~Our~~Reactor ~~ability~~Delivery ~~to rely on global supply chains for source components~~ and~~/or~~ ~~raw materials may be impacted by tariffs, trade disputes, or other changes in trade policy or trade regulation.~~Integration

We ~~plan~~intend to ~~rely~~generate onrevenue ~~global~~through ~~supply~~services ~~chains~~including toengineering ~~source components and materials essential for our business~~support, ~~SMRs~~reactor ~~and other related equipment. The imposition of new or increased tariffs~~delivery, ~~trade~~integration ~~restrictions, or other changes in trade policy by the United States or other countries could increase our costs~~ of ~~materials~~reactor ~~and~~systems ~~components,~~with ~~require~~subsurface ~~us to find additional or alternative suppliers, or force adjustments to our pricing structure~~ and ~~capital~~surface ~~budget. These changes could reduce our profit margins~~infrastructure, ~~may impact our licenses or may require additional regulatory approval, or could otherwise disrupt our business operations. In particular, recent global trade tensions~~ and ~~policy~~related ~~shifts~~services ~~have~~necessary ~~created an unpredictable environment for businesses operating across international borders. Changes in trade agreements, sanctions, export controls, and customs regulations may limit our ability~~ to ~~source~~support ~~materials~~installation ~~from certain countries or entities, potentially forcing rapid~~ and ~~costly~~commissioning ~~adjustments~~of toGravity ~~our~~Reactor ~~supply chain~~units. Trade policies can change with limited notice, making long-term planning difficult and increasing operational costs. Any significant disruption to our supply chain resulting from tariffs or trade policy changes could have a material adverse effect on our business, financial condition, and ability to meet projected deadlines and milestones.

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

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

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~~The~~We ~~direct~~may ~~and~~provide ~~indirect~~these ~~impact~~services ondirectly usor ~~and~~in ~~our~~coordination ~~value~~with ~~chain~~engineering, ~~from~~drilling, ~~severe~~construction, ~~weather~~ and ~~other~~infrastructure ~~effects~~partners ofinvolved ~~climate~~in ~~change~~the ~~could~~development ~~adversely~~and ~~affect~~installation ~~our~~of ~~financial~~reactor ~~condition, operating results, and cash flows~~facilities.

~~Our~~Recurring ~~operations,~~Revenue and those of our value chain, may in the future be adversely impacted by flooding, wildfires, high winds, drought and other natural disasters and catastrophic events. Climate change is expected to increase the frequency and intensity of certain such events, as well as contribute to chronic changes (such as in weather patterns or water levels) that may result in various adverse impacts. Even if these events do not directly impact us or our value chain, they may indirectly impact us and our value chain through increased insurance, energy, or other costs. In addition, although the ongoing transition to non-carbon-based energy is creating significant opportunities for us and parts of our value chain, the transition also presents certain risks, including macroeconomic risks related to higher energy costs and energy shortages, among other things. These direct and indirect impacts from climate change could adversely affect our financial condition, operating results, supply chain and cash flows.Streams

~~Our~~Technology ~~customers could incur substantial costs as a result of violations of, or liabilities under, environmental laws.~~Licensing

~~The~~We ~~operations~~intend ~~and properties of our customers are subject~~ to agenerate ~~variety~~revenue offrom ~~federal,~~licensing ~~state,~~our ~~local~~proprietary ~~and~~technology ~~foreign~~in ~~environmental,~~connection ~~health~~with ~~and~~the ~~safety~~development ~~laws~~ and ~~regulations~~operation ~~governing, among other things, air emissions, wastewater discharges, management and disposal~~ of ~~hazardous,~~Gravity ~~non-hazardous~~Reactor ~~and radioactive materials and waste and remediation of releases of hazardous materials~~facilities. WeThese ~~must~~revenues ~~design~~may ~~our~~include ~~technology~~recurring sointellectual itproperty ~~complies~~fees ~~with~~associated ~~such laws and regulations. Compliance~~ with ~~environmental requirements could require our customers to incur significant expenditures or result in significant restrictions on their operations, and~~ the ~~failure~~use toof comply with such laws and regulations, including failing to obtain any necessary permits, could result in substantial fines or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring our ~~customers~~reactor ~~to conduct or fund remedial or corrective measures~~platform, ~~install~~subsurface ~~pollution~~deployment ~~control equipment or perform other actions. More vigorous enforcement by regulatory agencies~~methods, ~~the future enactment of more stringent laws, regulations or permit requirements, including relating to climate change, or other unanticipated events may arise in the future~~ and ~~adversely~~related ~~impact~~systems ~~the market for our products, which could materially~~ and ~~adversely affect our business, financial condition and results of operations~~know-how.

~~Litigation~~Technology orlicensing ~~legal~~arrangements ~~proceedings~~may ~~could~~apply ~~expose~~to projects developed by us (but owned in whole or in part by third parties) or to ~~significant~~projects ~~liabilities,~~developed ~~occupy~~or aowned ~~considerable~~by ~~amount~~third ofparties utilizing our ~~management’s~~technology ~~time~~platform. ~~and~~Licensing ~~attention~~structures may include recurring fees, milestone payments, and/or ~~damage~~other ~~our~~arrangements ~~reputation~~depending on the structure of the underlying project.

WeOperations ~~may, from time to time, be a party to various litigation claims~~ and ~~legal~~Maintenance proceedings. We will evaluate these claims and proceedings to assess the likelihood of unfavorable outcomes and estimate, if possible, the amount of potential losses. Claims made or threatened by our suppliers, customers, competitors, or current or former employees could adversely affect our relationships, damage our reputation or otherwise adversely affect our business, financial condition, or results of operations. The costs associated with defending legal claims and paying damages could be substantial. Our reputation could also be adversely affected by such claims, whether or not successful.Services

We ~~are~~also ~~subject~~intend to ~~U.S.~~provide ~~and~~ongoing ~~foreign~~operational ~~anti-corruption~~ and ~~anti-money~~technical ~~laundering~~support ~~laws~~for ~~and~~deployed ~~regulations~~reactor facilities. WeThese ~~can~~services ~~face~~may ~~criminal~~include ~~liability~~reactor ~~and~~operations ~~other~~support, ~~serious~~maintenance ~~consequences~~planning, ~~for~~monitoring, ~~violations~~refueling coordination, ~~which~~regulatory ~~can~~support, ~~harm~~and ~~our~~other ~~business,~~services ~~prospects,~~associated ~~financial~~with ~~condition~~the ~~and~~operation ~~operating~~of ~~results~~Gravity Reactors over time.

WeThese ~~are~~services ~~subject~~may togenerate ~~the~~recurring ~~U.S.~~revenue ~~Foreign~~streams ~~Corrupt~~throughout ~~Practices Act of 1977, as amended (~~the ~~“FCPA”),~~operating ~~the~~life ~~U.S.~~of ~~domestic~~reactor ~~bribery~~installations ~~statute contained in 18 U.S.C. § 201, the U.S. Travel Act,~~ and ~~other~~may ~~anti-corruption,~~be ~~anti-bribery~~provided ~~and~~either ~~anti-money~~directly ~~laundering~~by ~~laws~~us in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees, business partners, third-party intermediaries, representatives, and agents from authorizing, promising, offering or ~~providing, directly or~~ indirectly, ~~improper~~through ~~payments~~arrangements or anything else of value to government officials, political candidates, political parties, or commercial partners for the purpose of obtaining or retaining business or securing an improper business advantage. The FCPA and other applicable laws and regulations also require that we ~~keep~~may ~~accurate~~establish ~~books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance~~ with ~~such~~qualified ~~laws,~~nuclear ~~there~~operations ~~can be no assurance that all of our employees, business~~ partners~~, third-party intermediaries, representatives and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible~~.

~~Any~~Flexibility ~~violations~~ of ~~the~~Project ~~laws~~ and ~~regulations~~Commercial described above may result in whistleblower complaints, adverse media coverage, investigations, substantial civil and criminal fines and penalties, damages, settlements, prosecution, enforcement actions, imprisonment, the loss of export or import privileges, suspension or debarment from government contracts, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences, any of which could adversely affect our business, prospects, financial condition and operating results. In addition, responding to any investigation or action will likely result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.Structures

We expect that project structures and commercial arrangements may vary across projects. In some cases, we may participate directly in project ownership and project-level electricity sales. In some cases (which may include cases where we participate directly in project ownership), we may provide technology, development, deployment, licensing, or operational services in support of projects owned or financed by third parties.

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

Target Markets

Our target markets consist of electricity customers and energy markets that require reliable, affordable baseload power and that may benefit from modular nuclear generation located near the point of demand. We believe that the Gravity Reactor may be well suited for applications where electricity demand is large, continuous, and difficult to satisfy using other generation sources alone.

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

Data Centers and Digital Infrastructure

Our initial commercial focus is on hyperscale data centers and other digital infrastructure facilities that require large quantities of reliable electricity. Data centers supporting cloud computing, artificial intelligence workloads, and large-scale data processing often operate continuously and require stable baseload power supply.

Demand for electricity associated with digital infrastructure has increased significantly in recent years as the scale of computing infrastructure has expanded. Many data center operators seek long-term energy supply arrangements to support the continuous operation of these facilities, particularly in regions where grid capacity is constrained or where new generation resources are required to meet projected electricity demand.

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

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~~Being~~Industrial ~~a public company can be administratively burdensome~~ and ~~will~~Energy-Intensive ~~significantly increase our legal and financial compliance costs.~~Facilities

AsIndustrial afacilities ~~public~~represent ~~reporting~~another ~~company,~~potential wemarket ~~are~~for ~~subject~~Gravity toReactor ~~the~~deployments. ~~information~~Certain ~~and~~industries—including ~~reporting~~advanced ~~requirements of the Securities Act~~manufacturing, ~~the Exchange Act and other federal securities laws~~mining, ~~rules and~~chemical ~~regulations related thereto~~production, ~~including compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)~~ and ~~the Dodd~~large-~~Frank~~scale ~~Wall~~processing ~~Street~~facilities—require ~~Reform~~significant ~~and~~quantities ~~Consumer Protection Act. In addition, the listing requirements~~ of ~~any~~reliable ~~national~~electricity ~~securities exchange or other exchange and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will need~~ to ~~devote~~support acontinuous ~~substantial amount of time to these compliance initiatives~~operations. Moreover, these rules and regulations will significantly increase our legal and financial compliance costs and will make some activities more time-consuming and costly. Among other things, we are required to:

●These ~~maintain~~facilities ~~and~~may ~~evaluate~~benefit afrom ~~system~~dependable baseload power generation capable of ~~internal~~supporting ~~controls~~uninterrupted ~~over~~operations ~~financial~~and ~~reporting~~reducing inreliance ~~compliance~~on ~~with~~weather-dependent ~~the~~energy ~~requirements~~sources. ofIn ~~Section~~some ~~404~~cases, ofindustrial ~~the~~operators ~~Sarbanes-Oxley~~may ~~Act~~also ~~and~~seek ~~the~~to ~~related~~reduce ~~rules~~emissions ~~and~~associated ~~regulations~~with ofelectricity ~~the~~consumption, ~~SEC~~which ~~and~~may ~~the~~increase ~~Public~~demand ~~Company~~for ~~Accounting~~low-carbon ~~Oversight~~power ~~Board;~~generation technologies.

●Utilities ~~maintain policies relating to disclosure controls~~ and ~~procedures;~~Grid-Scale Generation

●Electric ~~prepare~~utilities and ~~distribute~~other ~~periodic~~power ~~reports~~generation indevelopers ~~compliance~~may ~~with~~represent ~~our~~another ~~obligations~~potential ~~under~~customer ~~federal~~group ~~securities~~for ~~laws;~~Gravity Reactor installations. Utilities are responsible for maintaining reliable electricity supply within their service territories and may seek additional sources of firm generation capacity to support growing electricity demand, replacement of retiring generation assets, or integration of intermittent renewable generation resources.

●Modular ~~institute~~nuclear ageneration ~~more~~may ~~comprehensive~~provide ~~compliance~~utilities ~~function~~with an additional option for reliable, ~~including~~affordable ~~with~~electricity ~~respect~~generation tothat ~~corporate~~can ~~governance;~~operate continuously and provide stable grid support.

●Government ~~involve, to a greater degree, our outside legal counsel~~ and ~~accountants~~Defense ~~in the above activities.~~Installations

~~The~~Government ~~costs of preparing~~ and ~~filing~~defense ~~annual~~facilities ~~and~~represent ~~quarterly~~potential ~~reports,~~deployment ~~proxy~~opportunities ~~statements~~for ~~and~~our ~~other~~Gravity ~~information~~Reactor ~~with~~technology. ~~the~~Certain ~~SEC~~installations ~~and~~require ~~furnishing~~reliable ~~audited~~electricity ~~reports~~supply to ~~stockholders~~support ~~is expensive and much greater than that of a privately~~mission-~~held~~critical ~~company,~~operations and ~~compliance~~may ~~with~~seek ~~these~~energy ~~rules and~~solutions ~~regulations~~capable will require us to hire additional financial reporting, internal controls and other finance personnel, and will involve a material increase in regulatory, legal and accounting expenses and the attention of ~~our~~operating ~~board~~independently of ~~directors~~external ~~and~~grid ~~management~~disruptions. In addition, being a public company makes it more expensive for us to obtain director and officer liability insurance. In the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain this coverage. These factors could also make it more difficult for us to attract and retain qualified executives and members of our board of directors.

~~Our~~In ~~management~~some ascases, adistributed ~~group~~nuclear generation may offer advantages for installations requiring high levels of energy security, resilience, and long-term operational reliability. Multiple boreholes allow for smaller, independently operable assets that can be reset quickly. Because the Gravity Reactor is not dependent on weather conditions or fuel logistics, and its refueling cycles are expected to be longer than traditional fueling cycles, it could deliver persistent power in remote or contested locations. A deep underground environment also has ~~limited~~the ~~experience~~potential ~~operating~~to aoffer ~~publicly~~significant ~~traded~~security ~~company~~benefits. Limited above-ground exposure could furnish inherent physical protection for critical systems, enhance their survivability and reduce the facility’s targeting profile. Additionally, deep underground placement could provide natural shielding against drones, missiles and surface-level sabotage.

~~Our~~Geographic management team has a high degree of technical expertise but limited experience operating a publicly traded company subject to significant regulatory oversight and reporting obligations under U.S. securities laws. Their limited experience in dealing with the increasingly complex laws applicable to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to the management and growth of our Company. We may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies. Any failure by us to effectively and efficiently meet our obligations as a publicly traded company could have a material adverse effect on our business, prospects, financial condition and operating results and/or result in legal liability or other negative consequences.Focus

~~Risks~~Our ~~Related~~initial tomarket ~~Ownership~~focus ofis ~~Our~~within ~~Common~~the ~~Stock~~United States, where electricity demand growth, expanding digital infrastructure, and evolving energy policy are creating increasing demand for reliable, affordable electricity generation.

~~The~~We ~~shares~~are ofevaluating ~~common~~international ~~stock~~opportunities, ~~issued~~particularly in ~~the~~jurisdictions ~~2026~~that ~~Private~~maintain ~~Placement,~~civil ~~which~~nuclear ~~are~~cooperation ~~being~~agreements ~~registered~~with ~~and~~the ~~offered~~United ~~for~~States ~~resale, are “restricted securities”~~ and, asthat ~~such,~~support ~~may~~the ~~not~~deployment beof ~~sold~~advanced ~~except~~nuclear intechnologies. ~~limited~~Any ~~circumstances.~~international Ifdeployment wewould ~~are~~be ~~unable~~subject to ~~register~~applicable ~~such~~export ~~securities~~control inregulations, ainternational ~~timely manner~~agreements, ~~then~~and ~~the~~local ~~ability~~regulatory ~~to re-sell shares of our common stock so issued will be delayed~~approvals.

The offer and sale of the shares of common stock issued in the 2026 Private Placement have not been registered under the Securities Act or registered or qualified under any state securities laws in reliance on exemptions contained in and under those laws. Accordingly, such shares of common stock are “restricted securities” as defined in Rule 144 promulgated under the Securities Act and must, therefore, be held indefinitely unless their offer and sale is registered under applicable federal and state securities laws, or an exemption is available from the registration requirements of those laws, including the exemptions provided by Rule 144. The book-entry accounts representing the shares of common stock issued in the 2026 Private Placement reflect their restricted status.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

●

being permitted to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in our periodic reports and registration statements, including this prospectus;

●

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, as amended, on the effectiveness of our internal controls over financial reporting;

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We● ~~have~~reduced ~~agreed,~~disclosure atobligations ~~our~~regarding ~~expense,~~executive tocompensation ~~prepare~~arrangements ~~and file with the SEC a registration statement to register the resale of the shares of common stock issued~~ in ~~the 2026 Private Placement and the shares of~~ our ~~common~~periodic ~~stock issuable upon exercise of the 2026 Placement Agent Warrants. There are many reasons~~reports, ~~including~~proxy ~~some~~statements ~~over~~and ~~which we have little or no control, which could keep the~~ registration ~~statement from being declared effective by the SEC~~statements, including delays resulting from the SEC review process and comments raised by the SEC during that process. The shares of common stock covered by such registration statement will not be eligible for resale until the registration statement is effective or an exemption from registration, such as Rule 144, becomes available. In addition, Rule 144 under the Securities Act, which permits the resale, subject to various terms and conditions, of limited amounts of restricted securities after they have been held for six months, will not immediately apply to our common stock because we were at one time designated as a “shell company” under SEC regulations. Pursuant to Rule 144(i), securities issued by a current or former shell company that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144 until one year after the date on which the issuer filed current “Form 10 information” (as defined in Rule 144(i)) with the SEC reflecting that it ceased being a shell company, and provided that at the time of a proposed sale pursuant to Rule 144, the issuer has satisfied certain reporting requirements under the Exchange Act. We believe this ~~requirement~~prospectus; ~~to file Form 10 information has been satisfied by the filing with the SEC of the Company’s Current Report on Form 8-K on September 11, 2025.~~and

~~There~~● isexemptions ~~currently~~from nothe ~~market~~requirements ~~for~~of ~~our~~holding ~~common~~a ~~stock~~nonbinding ~~and~~advisory ~~there~~vote ~~can~~on beexecutive nocompensation ~~assurance~~and ~~that~~stockholder ~~any~~approval ~~market will ever develop. You may therefore be unable to re-sell shares~~ of ~~our~~any ~~common~~golden ~~stock~~parachute atpayments ~~times~~not ~~and~~previously ~~prices that you believe are appropriate~~approved.

~~Our~~We ~~common~~may ~~stock~~use isthese ~~not~~provisions ~~listed~~until onthe alast ~~national~~day ~~securities~~of ~~exchange~~our orfiscal year ~~any~~in ~~other~~which ~~exchange,~~the orfifth ~~quoted~~anniversary onof ~~an over-~~the~~-counter~~ ~~market.~~first ~~Therefore,~~sale ~~there~~of isour nocommon ~~trading~~stock ~~market,~~pursuant ~~active~~to oran ~~otherwise~~effective registration statement occurs. However, ~~for~~if ~~our~~certain ~~common~~events ~~stock~~occur ~~and~~prior ~~our~~to ~~common~~the ~~stock~~end ~~may~~of ~~never~~such befive-year ~~included~~period, ~~for~~including ~~trading~~if onwe ~~any~~become ~~stock~~a ~~exchange~~“large accelerated filer,” ~~automated~~our ~~quotation~~annual ~~system~~gross revenues exceed $1.235 billion or ~~any~~we ~~over-the-counter~~issue ~~market~~more than $1.00 ~~Accordingly,~~billion ~~our~~of ~~common~~non-convertible ~~stock~~debt isin ~~highly~~any ~~illiquid~~three-year ~~and~~period, ~~you~~we will ~~likely~~cease ~~experience~~to ~~difficulty~~be inan ~~re-selling~~emerging ~~such~~growth ~~shares~~company atprior ~~times~~to ~~and~~the ~~prices~~end ~~that~~of ~~you~~such ~~may~~five-year ~~desire~~period.

~~Our~~We ~~common~~have ~~stock~~elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may ~~not~~elect beto ~~eligible~~take ~~for~~advantage ~~listing~~of orother ~~quotation~~reduced onreporting ~~any~~requirements ~~securities~~in ~~exchange~~future orfilings. ~~over-~~As a result, the~~-counter~~ ~~trading~~information ~~system~~that we provide to our stockholders may be different than other public reporting companies.

WeThe doJOBS ~~not~~Act ~~currently~~provides ~~meet~~that ~~the~~an ~~initial~~emerging ~~quantitative~~growth ~~listing~~company ~~standards~~can take advantage of ~~any~~an ~~national~~extended ~~securities~~transition ~~exchange~~period for complying with new or ~~over-the-counter~~revised ~~trading~~accounting ~~system~~standards, until those standards apply to private companies. We ~~cannot~~have ~~assure~~elected ~~you~~to ~~that~~take advantage of the benefits of this extended transition period and, therefore, we will not be ~~able~~subject to ~~meet~~ the ~~initial~~same ~~listing~~new or revised accounting standards ofas ~~any~~other ~~national~~public ~~securities~~companies ~~exchange,~~that orare not emerging growth companies, ifuntil wethese dostandards ~~meet~~apply ~~such~~to ~~initial~~private ~~listing~~companies. ~~standards,~~Our ~~that~~financial westatements ~~will~~may therefore not be ~~able~~comparable to ~~maintain~~those ~~any~~of companies that comply with such ~~listing~~new or revised accounting standards. ~~Further,~~Until the ~~national~~date ~~securities~~that ~~exchanges~~we are ~~adopting~~no ~~so-called~~longer ~~“seasoning”~~an ~~rules~~emerging growth company or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of the Securities Act upon issuance of a new or revised accounting standard that ~~will~~applies ~~require~~to our financial statements and that wehas ~~meet~~a ~~certain~~different ~~requirements~~effective date for public and private companies, ~~including~~we ~~prescribed~~will ~~periods~~disclose ofthe ~~time~~date ~~trading~~on ~~over-~~which we will adopt the~~-counter~~ ~~and~~recently ~~minimum~~issued ~~filings~~accounting ofstandard. ~~periodic~~We ~~reports~~are ~~with~~also a “smaller reporting company,” as defined in the ~~SEC~~Exchange Act, ~~before~~meaning wethat ~~are~~the ~~eligible~~market tovalue ~~apply~~of ~~for~~our ~~listing~~stock onheld ~~such~~by ~~national~~non-affiliates ~~securities~~was ~~exchanges~~less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We ~~intend~~will continue to ~~contact~~be ana ~~authorized~~smaller ~~market~~reporting ~~maker~~company ~~for~~until anthe ~~over-~~last day of the~~-counter~~ ~~quotation~~fiscal year ~~system~~in ~~for~~which ~~sponsorship~~either (i) the market value of our ~~common~~ stock, ~~but~~held weby ~~cannot~~non-affiliates ~~guarantee~~is ~~that~~more ~~such~~than ~~sponsorship~~$250 ~~will~~million bemeasured ~~approved~~on ~~and~~the last business day of our ~~common~~second ~~stock~~fiscal ~~listed~~quarter ~~and~~or ~~quoted~~(ii) our ~~for~~annual ~~sale.~~revenue ~~Even~~is ifmore ~~our~~than ~~common~~$100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is ~~quoted~~more ~~for~~than ~~sale~~$700 onmillion anmeasured ~~over-~~on the~~-counter~~ ~~quotation~~last ~~system,~~business ~~buyers~~day ~~may~~of beour ~~insufficient~~second infiscal ~~numbers~~quarter. toIf ~~allow~~we ~~for~~are a ~~robust~~smaller ~~market~~reporting ~~and~~company itat ~~may~~the ~~prove~~time ~~impossible~~we cease to ~~sell~~be ~~your~~an ~~shares.~~emerging Ingrowth ~~addition~~company, anwe ~~investor~~ may ~~find~~continue itto ~~difficult~~rely toon ~~obtain~~exemptions ~~accurate~~from ~~quotations~~certain asdisclosure torequirements ~~the~~that ~~market~~are ~~value~~available ofto ~~our~~smaller ~~common~~reporting ~~stock~~companies. ~~In addition~~Specifically, ifas wea ~~fail~~smaller toreporting ~~meet~~company ~~the~~we ~~criteria~~have ~~set~~chosen, ~~forth~~and may in ~~SEC~~the ~~regulations~~future choose, ~~various~~to ~~requirements~~present ~~would~~only bethe ~~imposed~~two bymost ~~law~~recent onfiscal years ~~broker-dealers~~of ~~who~~audited ~~sell~~financial ~~our~~statements ~~securities~~in tothis ~~persons~~prospectus and our other ~~than~~filings ~~established~~from ~~customers~~time to time and, ~~accredited~~similar ~~investors~~to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. ~~Consequently~~Likewise, ~~such~~if ~~regulations~~we ~~may~~are ~~deter~~an ~~broker-dealers~~emerging ~~from~~growth ~~recommending~~company orat ~~selling~~the ~~our~~time ~~common~~we ~~stock~~cease to be a smaller reporting company, ~~which~~we may ~~further~~continue ~~affect~~to ~~its~~rely ~~liquidity.~~on ~~This~~exemptions ~~would~~from ~~also~~certain ~~make~~disclosure itrequirements ~~more~~that ~~difficult~~are ~~for~~available us to ~~raise~~emerging ~~additional~~growth ~~capital~~companies.

~~The~~Corporate ~~market price and trading volume of our common stock may be volatile and could decline significantly.~~Information

~~The~~We ~~quotation~~were ~~systems,~~incorporated ~~including~~as ~~the~~Surfside ~~OTCQB,~~Acquisition orInc. ~~stock~~(“Surfside”) ~~exchanges,~~in ~~including~~the ~~Nasdaq,~~State of Delaware on ~~which~~December ~~our~~10, ~~common~~2021. ~~stock~~Prior ~~may~~to bethe ~~quoted~~Merger or(as ondefined ~~which~~below), ~~our~~we ~~common~~were ~~stock~~a ~~may~~“shell becompany” ~~listed~~(as defined in ~~the~~Rule ~~future~~12b-2 ~~have~~under ~~from~~the ~~time~~Exchange toAct). ~~time~~On ~~experienced~~September ~~significant~~5, ~~price~~2025 ~~and~~(the ~~volume~~“Merger ~~fluctuations.~~Closing ~~Even~~Date”), ifSurfside ancompleted ~~active,~~a ~~liquid~~merger ~~and~~(the ~~orderly~~“Merger”) ~~trading~~with ~~market~~Deep ~~develops~~Fission ~~and~~Nuclear, isInc. ~~sustained~~(formerly ~~for~~known ~~our~~as ~~common~~Deep ~~stock~~Fission, ~~the~~Inc.), ~~market~~a ~~price~~private ofDelaware ~~our~~corporation ~~common~~(“Legacy ~~stock~~Deep ~~may~~Fission”), bepursuant ~~volatile~~to an Agreement and ~~could~~Plan ~~decline~~of ~~significantly.~~Merger Inand ~~addition,~~Reorganization (the ~~trading~~“Merger ~~volume~~Agreement”), inunder ~~our~~which ~~common~~a ~~stock~~wholly ~~may~~owned ~~fluctuate~~subsidiary ~~and~~of ~~cause~~Surfside ~~significant~~merged ~~price~~with ~~variations~~and tointo ~~occur.~~Legacy IfDeep ~~the~~Fission, ~~market~~with ~~price~~Legacy ofDeep ~~our~~Fission ~~common~~continuing ~~stock~~as ~~declines~~the ~~significantly,~~surviving ~~you~~corporation ~~may~~and bebecoming ~~unable~~a towholly ~~resell~~owned ~~your~~subsidiary ~~shares~~of Surfside. WeIn ~~cannot~~connection ~~assure~~with ~~you that~~ the ~~market~~transaction, ~~price~~Surfside ofchanged ~~common~~its ~~stock~~name ~~will~~to ~~not~~Deep ~~fluctuate~~Fission, ~~widely~~Inc. orFor ~~decline~~financial ~~significantly~~reporting inpurposes, the ~~future~~transaction inwas ~~response~~treated toas a ~~number~~recapitalization ofand ~~factors,~~reverse ~~including~~acquisition, ~~among~~with ~~others,~~Legacy Deep Fission considered the ~~following:~~accounting acquirer.

●Our ~~the~~principal ~~realization~~executive ofoffices ~~any~~are oflocated ~~the~~at ~~risk~~2001 ~~factors~~Addison ~~presented~~St., inSuite 300, Berkeley, California 94704. Our telephone number is (707) 400-0778. Our website address is www.deepfission.com. The information contained on, or accessible through, our website is not incorporated by reference into this prospectus;, and the references to our website are intended to be inactive textual references only.

● actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, results of operations, level of indebtedness, liquidity or financial condition;

● additions and departures of key personnel;

● failure to comply with the requirements of the OTCQB market, or following our potential up listing on Nasdaq;

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●Recent ~~failure to comply with the Sarbanes-Oxley Act or other laws or regulations;~~Developments

●SAFE ~~future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our common stock;~~Notes Settlement

●In ~~publication~~May 2026, we issued 188,701 shares of ~~research~~our ~~reports~~common ~~about~~stock ~~us,~~(the or“SAFE Notes Settlement”) to former holders of our ~~industry;~~previously issued SAFE Notes. The issuance related to our September 2025 financing activity and, in connection with this issuance, the investors executed settlement agreements releasing us from any potential future claims related to the SAFE Notes.

●2026 ~~the~~Annual ~~performance~~Meeting; ~~and~~Proposed ~~market~~Amendment ~~valuations~~to of2025 ~~other~~Equity ~~similar~~Incentive ~~companies;~~Plan

●Prior ~~broad~~to ~~disruptions~~the closing of this offering, we expect to file our definitive proxy statement related to our 2026 annual meeting of stockholders, which will be held in July via live webcast. Our board of directors expect to fix the ~~financial~~record ~~markets~~date for our 2026 annual meeting of stockholders to a date that is prior to the closing of this offering, ~~including~~meaning ~~sudden~~that ~~disruptions~~shares of our common stock offered and sold in this offering will not entitle their holders to notice of or to vote at our 2026 annual meeting of stockholders. Among the ~~credit~~proposals ~~markets;~~to be voted on at our 2026 annual meeting of stockholders is an amendment to our 2025 Equity Incentive Plan to increase the number of authorized shares of our common stock available for issuance thereunder by 5.0 million shares (the “2025 Plan Proposed Amendment”).

●Summary ~~speculation~~of inRisk ~~the press or investment community;~~Factors

●Investing ~~actual~~in our common stock involves a high degree of risk. You should carefully consider the risk factors discussed below and other risks, ~~potential~~which are discussed in more detail in the section of this prospectus entitled “Risk Factors”, together with all of the other information contained in this prospectus and the Registration Statement of which this prospectus forms a part. The risk factors set forth below and in the section of this prospectus entitled “Risk Factors” are not the only risks we face; we may also face risk factors not presently known to us or ~~perceived~~that ~~control~~we currently believe to be immaterial. If any of the following risk factors, ~~accounting~~any risk factors described in the section of this prospectus entitled “Risk Factors” or ~~reporting~~any ~~problems;~~other risk factors actually occur, our business, prospects, results of operations, and financial condition could be materially adversely affected. In such event, the trading price of our common stock could decline, and you might lose all or part of your investment.

● ~~changes~~Our inGravity ~~accounting~~Reactor ~~principles,~~is ~~policies~~unproven and ~~guidelines~~may not perform as expected or be commercially viable.

In● ~~the~~We ~~past,~~are ~~securities~~an ~~class~~early-~~action~~stage ~~litigation~~company ~~has~~with ~~often~~no ~~been~~revenue, ~~instituted~~a ~~against~~history ~~companies following periods~~ of ~~volatility~~losses, ~~in the market price of their shares. This type of litigation could result in substantial costs~~ and ~~divert our management’s attention and resources, which could have~~ a ~~material~~“going ~~adverse~~concern” ~~effect~~opinion onfrom usour auditors.

~~The~~● ~~designation~~We ofrequire ~~our~~substantial ~~common~~additional ~~stock~~capital asand ~~“penny~~may ~~stock”~~be ~~would~~unable ~~limit~~to ~~the~~obtain ~~liquidity~~financing ofon ~~our~~acceptable ~~common~~terms ~~stock~~or at all.

● Our ~~common~~technology ~~stock~~depends may be deemed a “penny stock” (as that term is defined under Rule 3a51-1 of the Exchange Act) in any market that may develop in the future. Generally, a “penny stock” is a common stock that is not listed on asuccessful ~~securities~~deep ~~exchange~~vertical ~~and~~borehole ~~trades~~drilling ~~for less than $5.00 a share. Prices often are not available to buyers~~ and ~~sellers~~subsurface ~~and~~engineering, ~~the~~which ~~market~~involve ~~may~~significant betechnical very limited. Penny stock in start-up companies is among the riskiest equity investments. Broker-dealers who sell penny stock must provide purchasers with a standardized risk-disclosure document prepared by the SEC. The document provides information about penny stock and ~~the~~regulatory ~~nature and level of~~ risks ~~involved in investing in the penny stock market~~. A broker must also provide purchasers with bid and offer quotations and information regarding broker and salesperson compensation and make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s written agreement to the purchase. Many brokers choose not to participate in penny stock transactions. If our common stock is deemed “penny stock,” because of penny stock rules, there may be less trading activity in any market that develops for our common stock in the future and stockholders are likely to have difficulty selling their shares.

~~FINRA~~● ~~sales~~We ~~practice~~may ~~requirements~~be ~~may~~unable ~~limit~~to aidentify, ~~stockholder’s~~acquire, ~~ability~~lease, or otherwise secure access to ~~buy~~suitable ~~and~~sites ~~sell~~with geological characteristics necessary to deploy our ~~common~~Gravity ~~stock~~Reactor.

~~The~~● ~~Financial~~We ~~Industry Regulatory Authority (“FINRA”), has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must~~ have ~~reasonable~~no ~~grounds~~experience ~~for~~operating ~~believing~~nuclear ~~that~~facilities the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and ~~other~~may ~~information. Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not~~ be ~~suitable~~unable ~~for at least some customers. If these FINRA requirements are applicable~~ to usdevelop ornecessary ~~our~~operational securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our common stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for and price of our common stockcapabilities.

~~Because~~● weThe ~~became~~market afor ~~reporting~~our ~~company~~technology ~~under~~is ~~the~~not ~~Exchange~~established ~~Act~~and ~~by means other than a traditional underwritten initial public offering, we~~ may not bedevelop ~~able~~as ~~to attract the attention of research analysts at major brokerage firms~~expected.

~~Because~~● weCommercialization ~~did~~depends ~~not~~on ~~become a reporting company by conducting an underwritten initial public offering of~~ our ~~common~~ability ~~stock,~~to ~~and~~enter ~~because~~into welong-term ~~will~~commercial ~~not be listed on a national securities exchange~~arrangements, ~~security~~including ~~analysts~~power ofpurchase ~~brokerage firms may not provide coverage of Deep Fission. In addition~~agreements, ~~investment~~ability ~~banks may be less likely~~ to ~~agree~~establish tostrategic ~~underwrite secondary offerings on our behalf than they might if we became a public reporting company by means of an underwritten initial public offering~~partnerships, ~~because they may be less familiar with our Company as a result of more limited coverage by analysts~~ and ~~the media, and because we became public at an early stage in our development. The failure to receive research coverage or support in the market for our shares will have an adverse effect on our~~ ability to ~~develop~~obtain agrid ~~liquid~~interconnection ~~market for our common stock~~approvals.

●

Our technology may not be cost competitive with other energy sources.

●

Our development and deployment expectations, financial estimates and financial forecasts, including any underlying assumptions, are subject to significant uncertainty.

●

We are subject to significant supply chain risks, including access to nuclear fuel and specialized components and specialized fuel cycle services.

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We● ~~are~~Our ~~required~~development toactivities ~~develop~~ and ~~maintain~~operations ~~proper~~involve ~~and~~inherent ~~effective~~safety ~~internal~~risks ~~control over financial reporting. If we fail to develop~~ and ~~maintain~~potential anliability ~~effective~~for ~~system~~nuclear ofincidents ~~disclosure controls~~ and ~~internal~~environmental ~~control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired~~contamination. ~~In addition, the presence of material weaknesses increases the risk of material misstatement of the financial statements.~~

As● aOur ~~public~~business ~~reporting~~is ~~company,~~subject ~~we are required, pursuant~~ to ~~Section~~extensive ~~404(a)~~government ofregulation the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting on our annual report on Form 10-K. Effective internal control over financial reporting is necessary for reliable financial reports and, ~~together~~we ~~with~~may ~~adequate~~be ~~disclosure~~unable ~~controls and procedures, such internal controls are designed~~ to ~~prevent~~obtain ~~fraud. Any failure to implement~~ required ~~new or improved controls~~approvals, orincluding ~~difficulties~~from encountered in their implementation, could cause us to fail to meet its reporting obligations. Ineffective internal controls could also cause investors to lose confidence in reported financial information, which could have a negative effect on the ~~trading price of our common stock~~NRC.

~~The~~● ~~report~~Our byreliance ~~management~~on ~~will~~DOE ~~need~~authorization ~~to include disclosure of any material weaknesses identified in internal control over financial reporting. However, for as long as we are an “emerging growth company”~~ under ~~the JOBS Act,~~ our ~~independent~~OTA ~~registered~~involves ~~public~~legal accounting firm will not be required to attest to the effectiveness of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. Management’s assessment of internal controls, when implemented, could detect problems with internal controls, and anregulatory ~~independent~~uncertainty ~~assessment of the effectiveness of internal controls by our auditors could detect further problems that management’s assessment might not,~~ and ~~could~~does ~~result in the identification of material weaknesses that were~~ not ~~otherwise~~replace ~~identified. Undetected material weaknesses in internal controls could lead to financial statement restatements and require us to incur~~ the ~~expense~~requirement offor ~~remediation.~~NRC ~~We are required to disclose changes made in internal controls and procedures on a quarterly basis~~licensing. ~~To comply with the public company requirements, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff.~~

● We are involved in ~~the~~litigation ~~early~~relating ~~stages of developing the system and processing documentation necessary~~ to ~~perform~~ the ~~evaluation~~NRC’s ~~needed~~licensing toframework, ~~comply~~which ~~with Section 404. We~~ may ~~not~~adversely beaffect ~~able~~our toregulatory ~~complete its evaluation, testing, and any required remediation in a timely fashion~~pathway. During the evaluation and testing process, if we identify material weaknesses in internal control over financial reporting, we will be unable to assert that internal control over financial reporting is effective.

If● weChanges ~~are~~in ~~unable~~government topolicy, ~~assert~~including ~~that~~government ~~our internal control over financial reporting is effective~~incentives, ~~or if our independent registered~~ public ~~accounting~~perception ~~firm is unable to express an opinion on the effectiveness~~ of ~~its~~nuclear ~~internal control~~energy, ~~including~~or asenvironmental alaws ~~result of the material weaknesses described above, we~~ could ~~lose~~adversely ~~investor~~affect ~~confidence in the accuracy and completeness of financial reports, which would cause the price of~~ our ~~common stock to decline, and we may be subject to investigation or sanctions by the SEC~~business. In addition, if we are unable to continue to meet these requirements, we may not be able to remain quoted on any over-the-counter trading system, or following any potential listing, listed on any securities exchange.

A● ~~substantial~~We ~~portion~~are ofsubject ~~the~~to ~~voting~~government ~~power~~export ofcontrol, ~~our~~economic ~~common~~sanctions, ~~stock~~import, isanti-corruption, ~~consolidated~~anti-bribery, ~~among~~anti-money ~~our~~laundering ~~executive~~and ~~officers~~other laws and ~~directors,~~regulations ~~which~~that may ~~prevent~~affect ~~you~~our orability ~~any~~to ~~new~~compete ~~investors~~successfully ~~from~~outside ~~influencing~~of ~~significant~~the ~~corporate~~United ~~decisions~~States.

~~Our~~● ~~executive~~We ~~officers and directors own shares representing approximately 30% of the voting power of our common stock. As a result, our executive officers and directors~~ may ~~have~~be ~~the~~unable ~~ability~~ to ~~control~~adequately ~~the~~protect ~~outcome of matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger, other sale of~~ our ~~Company~~intellectual orproperty ~~our assets~~ or ~~significant acquisitions. This concentration of voting control will limit the ability of other stockholders to influence corporate matters and~~ may ~~cause us to make strategic decisions that could involve risks to you or that may not~~ be ~~aligned~~subject ~~with your interests. Our directors and executive officers owe a fiduciary duty~~ to ~~our~~infringement ~~stockholders and are legally obligated to act in good faith and in a manner they reasonably believe to be in the best interests of our stockholders~~claims. As stockholders, these individuals are entitled to vote their shares in their own interests, which may not always be in the interests of our stockholders generally. The concentration of voting power held by our executive officers and directors may adversely affect the market price of our common stock.

●

We face general risks related to cybersecurity, macroeconomic conditions, supply chains, natural disasters and severe weather events, and loss of key personnel.

●

We may be subject to litigation, investigations, claims or other legal proceedings that could be costly to defend.

●

Operating as a public company increases our administrative burden and costs, and we are subject to additional legal requirements in connection with and as a result of this offering.

●

We recently restated certain previously issued consolidated financial statements to correct certain errors and have identified material weaknesses in our internal control over financial reporting that caused our management to conclude that we did not maintain effective internal control over financial reporting and disclosure controls and procedures and that our disclosure controls and procedures were not effective as of March 31, 2026.

●

There is currently no public trading market for our common stock, and even if one develops, the market price of our common stock may be volatile.

●

We may be unable to satisfy the continued listing requirements of Nasdaq, which could result in delisting of our common stock.

●

Investing in our common stock may involve a significant degree of risk.

●

If you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution, and you could suffer further dilution in the future.

●

We have broad discretion in the use of the net proceeds from this offering, and our use of those proceeds may not yield a favorable return on your investment.

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WeTHE are an emerging growth company and a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies and smaller reporting companies could make our common stock less attractive to investors.OFFERING

We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including:


Shares of common stock offered by us in this offering		6,000,000 shares (or 6,900,000 shares if the underwriters exercise in full their option to purchase additional shares of our common stock from us to cover over-allotments).

Over-allotment option		We have granted the underwriters the option, solely to cover over-allotments (if any), to purchase up to 900,000 additional shares of our common stock, at the public offering price set forth on the cover of this prospectus less the underwriting discounts set forth on the cover of this prospectus. The underwriters can exercise this right at any time and from time to time, in whole or in part, within 30 days after the date of this prospectus.

Common stock to be outstanding after this offering⁽¹⁾		63,927,788 shares (or 64,827,788 shares if the underwriters exercise in full their option to purchase additional shares of our common stock from us to cover over-allotments).

Use of proceeds		We estimate that the net proceeds to us from this offering will be approximately $135.9 million (or approximately $156.9 million if the underwriters exercise in full their option to purchase additional shares of our common stock from us to cover over-allotments) based on an assumed public offering price of $25.00 per share of our common stock, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, after deducting underwriting discounts and estimated offering expenses payable by us. We intend to use the net proceeds to us from this offering for general working capital and corporate purposes, including towards the engineering, research and development, licensing and construction of our first pilot nuclear reactor and related technologies. See “Use of Proceeds.”

Dividend policy		We have never declared or paid any cash dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends, if any, in the future is within the discretion of our board of directors, subject to applicable laws, and will depend on our earnings, capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to finance the development and growth of our business. See “Dividend Policy.”

Risk factors		Investing in our securities involves a high degree of risk. You should read the section titled “Risk Factors” for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

Proposed listing and symbol		There is not currently, and there has never been, any established public trading market for our common stock and this will be our first listed public offering. We have applied to list our common stock on Nasdaq under the symbol “FISN”.

Directed share program		At our request, the underwriters have reserved up to 300,000 shares of our common stock, or 5% of the shares offered hereby, for sale at the public offering price, through a directed share program to our directors, officers, certain of our employees and other individuals we identify. Sales through the directed share program will be made at our direction by William Blair & Company, L.L.C. and its affiliates (“William Blair”). The number of shares of our common stock available for sale to the general public in this offering will be reduced to the extent of the shares purchase in the directed share program. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. Except for any shares of our common stock acquired by our directors and officers, shares of our common stock purchased pursuant to the directed share program will not be subject to lock-up agreements with the underwriters. We have agreed to indemnify William Blair against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sales of the directed shares. See “Underwriting—Directed Share Program”.

~~● exemption from the requirement that our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;~~

~~● reduced disclosure obligations regarding executive compensation in our periodic reports and annual report on Form 10-K; and~~

● exemptions from the requirements of holding non-binding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Our status as an emerging growth company will end as soon as any of the following takes place:

● the last day of the fiscal year in which we have more than $1.235 billion in annual revenues;

● the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates;

● the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or

● the last day of the fiscal year ending after the fifth anniversary of the first sale of our common equity securities pursuant to an effective registration statement filed pursuant to the Securities Act.

We cannot predict if investors will find our common stock less attractive if we choose to rely on any of the exemptions afforded emerging growth companies. If some investors find our common stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our common stock, to the extent that such a market develops, and the market price of our common stock may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this provision of the JOBS Act. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. Therefore, our financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates.

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a “smaller reporting company” even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenues is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

We may face risks related to securities litigation that could result in significant legal expenses and settlement or damage awards.

We may in the future become subject to claims and litigation alleging violations of the securities laws or other related claims, which could harm our business and require us to incur significant costs. Significant litigation costs could impact our ability to comply with certain financial covenants under our credit agreement. We are generally obliged, to the extent permitted by law, to indemnify our current and former directors and officers who are named as defendants in these types of lawsuits. Regardless of the outcome, litigation may require significant attention from management and could result in significant legal expenses, settlement costs or damage awards that could have a material impact on our financial position, results of operations and cash flows.

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Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Lock-up agreements		We, our directors and executive officers and certain of our shareholders have agreed with the underwriters not to offer, sell, contract to sell, pledge, sell any option or otherwise dispose of or hedge, directly or indirectly, any of our common stock or securities convertible into or exercisable or exchangeable for our common stock for a period of 180 days after the date of this prospectus, subject to certain exceptions. See “Underwriting—Lock-Up Agreements.” In addition, certain of our stockholders have agreed with us, 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. See “Certain Relationships and Related Party Transactions-Lock-Up Agreements.” Certain of the holders of the 2026 Placement Agent Warrants have also agreed with us to not transfer any shares of common stock underlying the warrants held by them prior to the date that is six months following the listing of the Company’s common stock on Nasdaq.

Transfer Agent		The transfer agent and registrar for our common stock is VStock Transfer, LLC.

Our restated certificate of incorporation and our restated bylaws contain provisions that could delay or prevent a change in control of our company without the approval of the board of directors. These provisions could also make it difficult for stockholders to elect directors who are not nominated by current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions:

~~● establish a classified board of directors so that not all members of our board are elected at one time;~~

●(1) ~~permit~~Unless ~~only~~otherwise indicated, references in this prospectus to the ~~board~~number and percentage of ~~directors~~shares of our common stock outstanding before, or to ~~establish~~be outstanding upon completion of, this offering are based on 57,927,788 shares of our common stock outstanding as of May 14, 2026, which is comprised of 56,396,123 shares of our common stock actually outstanding as of May 14, 2026 and the ~~number~~issuance of ~~directors~~an additional 1,531,655 shares of common stock after giving effect to the Expected RSU Settlement and ~~fill~~the ~~vacancies~~Expected onOption and Warrant Exercise (each, as defined below). The amount of shares of our common stock actually outstanding as of May 14, 2026 and, unless otherwise indicated, other information presented in this prospectus, (i) includes 19,362,274 shares of our common stock that were issued as restricted stock awards, (ii) includes the ~~board;~~shares of our common stock that were issued in the SAFE Notes Settlement, which closed prior to May 14, 2026 as described in “Prospectus Summary—Recent Developments—SAFE Notes Settlement,” and (iii) excludes:

~~● provide that directors may only be removed “for cause” and only with the approval of a majority of our stockholders;~~

● ~~require~~14,500,884 ~~majority~~shares ~~voting~~of toour ~~amend~~common ~~some~~stock ~~provisions~~reserved infor future issuance under our ~~restated~~post-Merger ~~certificate~~2025 Equity Incentive Plan as of ~~incorporation~~May ~~and~~14, ~~restated~~2026, ~~bylaws;~~including:

●o ~~authorize~~898,287 ~~the~~shares ~~issuance~~ of ~~“blank~~our ~~check”~~common ~~preferred~~stock underlying restricted stock ~~that~~units ~~our~~(“RSUs”) ~~board~~outstanding ~~could~~as ~~use~~of May 14, 2026, for which the service-based vesting conditions are not expected to ~~implement~~be asatisfied ~~stockholder~~as ~~rights~~of ~~plan~~the effective date of the Registration Statement of which this prospectus forms a part;

●o ~~eliminate~~6,650,661 ~~the~~shares ~~ability~~ of our ~~stockholders~~common stock issuable upon exercise of stock options outstanding as of May 14, 2026, for which the service-based vesting conditions are not expected to ~~call~~be ~~special~~satisfied ~~meetings~~as of ~~stockholders~~the effective date of the Registration Statement of which this prospectus forms a part, which stock options have a weighted average exercise price of $13.55 per share; and

●o ~~prohibit~~the ~~stockholder~~additional ~~action~~5,000,000 byshares ~~written~~of ~~consent,~~our ~~which~~common ~~requires~~stock ~~all~~that ~~stockholder~~would ~~actions~~be toreserved befor ~~taken~~future issuance under our post-Merger 2025 Equity Incentive Plan if approved at aour 2026 annual meeting of ~~our~~ stockholders, as described in “Prospectus Summary—Recent Developments—2026 Annual Meeting; Proposed Amendment to 2025 Equity Incentive Plan”;

● ~~prohibit~~1,000,000 ~~cumulative~~shares ~~voting~~of our common stock reserved for future issuance under our 2025 Employee Stock Purchase Plan (as defined below) as of May 14, 2026; and

● ~~establish~~693,344 ~~advance~~shares ~~notice~~of ~~requirements~~our ~~for~~common ~~nominations~~stock ~~for~~issuable ~~election~~upon exercise of stock options issued pursuant to ~~our~~the ~~board~~pre-Merger or2025 Equity Incentive Plan and outstanding as of May 14, 2026, for ~~proposing~~which ~~matters~~the ~~that~~service-based ~~can~~vesting conditions are not expected to be ~~acted~~satisfied ~~upon~~as byof ~~stockholders~~the ateffective ~~annual~~date ~~stockholder~~of ~~meetings~~the Registration Statement of which this prospectus forms a part, which stock options have an exercise price of $2.96 per share.

Together these provisions may discourage potential takeover attempts or other transactions that otherwise could involve the payment of a premium over prevailing market prices for our securities and reduce the price that investors might be willing to pay for shares of our common stock in the future, which could reduce the market price of our common stock.

In addition, Section 203 of the Delaware General Corporation Law (the “DGCL”) may discourage, delay or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations and other transactions between us and holders of 15% or more of our common stock.

Our restated certificate of incorporation designates the Delaware Court of Chancery or Delaware state or United States federal district courts as the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit such stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, other employees or other stockholders.

Our restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our restated certificate of incorporation, or our restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine or otherwise related to our internal affairs.

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~~Section 22~~Unless ofotherwise ~~the~~indicated, ~~Securities~~references ~~Act~~in ~~creates~~this ~~concurrent~~prospectus ~~jurisdiction for federal and state courts over all claims brought~~ to ~~enforce any duty or liability created by~~ the ~~Securities~~number ~~Act or the rules~~ and ~~regulations~~percentage ~~thereunder. Our restated certificate~~ of ~~incorporation~~shares ~~provides that the federal district courts~~ of ~~the~~our ~~United~~common ~~States~~stock ofoutstanding ~~America will~~before, ~~unless~~or ~~we consent in writing~~ to ~~an alternative forum,~~ be ~~the~~outstanding ~~exclusive~~upon ~~forum~~completion ~~for resolving any complaint asserting a cause~~ of action arising under the Securities Act (“Federal Forum Provision”). Our decision to adopt a Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal courts or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, ~~application~~this ofoffering ~~the~~gives ~~Federal~~effect ~~Forum Provision means that suits brought by our stockholders~~ to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court. While neither the exclusive forum provision nor the Federal Forum Provision applies to suits brought to enforce any duty or liability created by the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder also must be brought in federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.:

~~Any~~● ~~person~~the orexpected ~~entity~~issuance ~~purchasing~~of or630,000 ~~otherwise~~shares ~~acquiring~~of orour ~~holding~~common ~~any~~stock ~~interest~~underlying inRSUs ~~any~~outstanding as of ~~our~~May ~~securities~~14, ~~shall~~2026, befor ~~deemed~~which tothe ~~have~~service-based ~~notice~~vesting conditions were satisfied but the shares were not yet settled or were not satisfied as of ~~and~~May ~~consented~~14, 2026 but are expected to ~~our~~be ~~exclusive~~satisfied ~~forum~~as ~~provisions,~~of ~~including~~the effective date of the ~~Federal~~Registration ~~Forum~~Statement ~~Provision.~~of ~~These~~which ~~provisions~~this ~~may~~prospectus ~~limit~~forms a ~~stockholder’s~~part, ~~ability~~after togiving ~~bring~~effect ato ~~claim~~the inwithholding aof ~~judicial~~0 ~~forum~~shares of ~~their~~our ~~choosing~~common ~~for~~stock ~~disputes~~to ~~with~~satisfy usthe orassociated ~~our~~estimated ~~directors,~~tax ~~officers~~withholding orand ~~other~~remittance ~~employees~~obligations (based on the assumed public offering price of $25.00 per share, which ~~may~~is ~~discourage~~the ~~lawsuits~~midpoint ~~against~~of usthe ~~and~~estimated ~~our~~price ~~directors,~~range ~~officers~~set forth on this cover page of this prospectus, and ~~other~~an ~~employees.~~assumed 0% tax withholding rate (the “Expected RSU Settlement”); and

In● ~~addition, Section 203 of~~ the ~~DGCL~~expected ~~may~~issuance ~~discourage, delay or prevent a change in control~~ of ~~our Company. Section 203 imposes certain restrictions on mergers~~901,665 ~~business~~shares ~~combinations and other transactions between us and holders~~ of ~~15% or more of~~ our common stock. in connection with:

Weo dothe ~~not~~assumed ~~intend~~exercise in connection with this offering, by means of net settlement (rather than cash exercise), of stock options to ~~pay~~purchase ~~dividends~~333,632 ~~for~~shares ~~the~~of ~~foreseeable~~our ~~future~~common ~~and~~stock, which stock options consist of all stock options that are vested or expected to be vested as of the effective date of the Registration Statement of which this prospectus forms a ~~result~~part and have a weighted average exercise price of $3.05 per share (which is below the assumed public offering price of $25.00 per share, ~~your~~which ~~ability~~is tothe ~~achieve~~midpoint aof ~~return~~the onestimated ~~your~~price ~~investment~~range ~~will~~set ~~depend~~forth on ~~appreciation~~this incover page of this prospectus), after giving effect to the ~~price~~withholding of 440,086 shares of our common stock to satisfy the associated estimated tax withholding and remittance obligations (based on the assumed public offering price of $25.00 per share, which is the midpoint of the estimated price range set forth on this cover page of this prospectus, and an assumed 50.9% tax withholding rate (the “Expected Option Exercise”);

Weo ~~have~~the ~~never~~assumed ~~declared~~exercise orin ~~paid~~connection ~~any~~with this offering, by means of net settlement (rather than cash ~~dividends~~exercise), onof warrants to purchase 516,266 shares of our ~~capital~~common stock, ~~and~~which wewarrants dowere ~~not~~issued ~~intend~~in toSeptember ~~pay~~2025 ~~any~~to ~~cash~~each ~~dividends~~of in the ~~foreseeable future~~U.S. ~~Any~~registered ~~determination~~broker-dealers tothat ~~pay~~acted ~~dividends~~as placement agents in connection with the ~~future~~2025 ~~will~~Private bePlacement at(as defined below) (the ~~discretion~~“2025 ofPlacement ~~our~~Agent ~~board~~Warrants”) and have an exercise price of ~~directors~~$3.00 ~~Accordingly,~~per ~~investors~~share ~~must~~(which ~~rely~~is onbelow ~~sales~~the ofassumed ~~their~~public ~~common~~offering ~~stock~~price ~~after~~of ~~price~~$25.00 ~~appreciation~~per share, which ~~may~~is ~~never~~the ~~occur,~~midpoint asof the ~~only~~estimated ~~way~~price torange ~~realize~~set ~~any~~forth ~~future~~on ~~gains~~this oncover ~~their~~page ~~investments.~~of this prospectus) (the “Expected 2025 Warrant Exercise”); and

Ifo ~~securities~~the orassumed ~~industry~~exercise ~~analysts~~in doconnection ~~not~~with ~~publish~~this ~~research~~offering, orby ~~publish~~means ~~unfavorable~~of ornet ~~inaccurate~~settlement ~~research~~(rather ~~about~~than ~~our~~cash ~~business~~exercise), of warrants to purchase 51,767 shares of our common stock, which warrants were issued in February 2026 in connection with the 2026 Private Placement (as defined below) (the “2026 Placement Agent Warrants”) and have an exercise price of $15.00 per share (which is below the assumed public offering price of $25.00 per share, which is the midpoint of the estimated price range set forth on this cover page of this prospectus) (the “Expected 2026 Warrant Exercise” and, ~~trading~~collectively ~~volume~~with ~~could~~the ~~decline~~Expected Option Exercise and the Expected 2025 Warrant Exercise, the “Expected Option and Warrant Exercise”).

~~Our~~In ~~stock~~addition, ~~price~~unless ~~and~~otherwise ~~trading~~indicated, ~~volume following our quotation on~~ the ~~OTCQB,~~information ifpresented ~~any,~~in orthis ~~following~~prospectus ~~our~~assumes ~~potential~~(i) no ~~listing~~exercise onof athe ~~securities~~underwriters’ ~~exchange,~~option ifto ~~any,~~purchase ~~will~~additional beshares ~~heavily~~of ~~influenced~~our bycommon ~~the~~stock ~~way~~from ~~analysts~~us ~~and~~to ~~investors~~cover ~~interpret~~over-allotments, ~~our~~(ii) ~~financial~~except ~~information~~for ~~and~~the ~~other~~Expected ~~disclosures.~~RSU ~~Securities~~Settlement and ~~industry~~the ~~analysts~~Expected doOption ~~not currently,~~ and ~~may~~Warrant ~~never~~Exercise, ~~publish~~no ~~research~~settlement onof ~~our~~any ~~business.~~RSUs Ifand ~~few~~no ~~securities~~exercise ~~or industry analysts commence coverage~~ of ~~us,~~outstanding ~~our~~warrants ~~stock price could be negatively affected. If securities~~ or ~~industry~~options ~~analysts~~to ~~downgrade~~purchase our common stock, orin ~~publish~~each ~~negative~~case, ~~reports~~subsequent ~~about~~to ~~our~~May ~~business~~14, ~~our~~2026 ~~stock~~and ~~price~~(iii) ~~would~~does ~~likely~~not ~~decline.~~reflect Ifany ~~one~~purchase orby ~~more~~our ofdirectors, ~~these~~officers ~~analysts~~or ~~cease~~employees ~~coverage~~ of usany orshares ~~fail~~of ~~to publish reports on us regularly, demand for~~ our common stock ~~could~~in ~~decrease,~~this ~~which~~offering ~~might~~pursuant ~~cause our stock price~~ to ~~decline and could decrease~~ the ~~trading~~directed ~~volume~~share ~~of our common stock~~program.

The assumed 50.9% tax withholding rate used in this prospectus is an assumed blended withholding rate for the stock options that are subject to withholding in the Expected Option Exercise. The estimates in this prospectus relating to the RSU Settlement and the Expected Option Exercise and related share withholding may differ from actual amounts due to, among other things, the actual public offering price and other terms of this offering determined at pricing, forfeitures, and actual tax withholding rates.

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~~DESCRIPTION~~SUMMARY OFCONSOLIDATED ~~THE~~HISTORICAL ~~MERGER,~~FINANCIAL ~~THE 2025 PRIVATE PLACEMENT, THE SECONDARY OFFERING AND RELATED TRANSACTIONS~~DATA

The ~~Merger~~following summary consolidated financial data as of and for the years ended December 31, 2025 and 2024 are derived from audited consolidated financial statements and the accompanying notes (in the case of financial data as of and for the year ended December 31, 2024 as restated in the Restatement) that are included elsewhere in this prospectus. The following summary interim consolidated financial data as of March 31, 2026 and for each of the three months ended March 31, 2026 and March 31, 2025 are derived from unaudited consolidated financial statements and the accompanying notes that are included elsewhere in this prospectus.

OnThe ~~September~~summary 5,consolidated ~~2025~~financial ~~(the~~data ~~“Closing~~below ~~Date”),~~is ~~Surfside~~only ~~completed~~ a ~~merger~~summary ~~with~~and ~~Legacy~~should ~~Deep~~be ~~Fission~~read ~~pursuant~~together towith the ~~Merger~~other ~~Agreement.~~information ~~Pursuant~~included toin ~~the~~this ~~terms~~prospectus, ofincluding ~~the~~“About ~~Merger~~this ~~Agreement~~Prospectus,” ~~Acquisition~~“Prospectus ~~Sub~~Summary—Recent ~~merged~~Developments,” ~~with~~“Management’s Discussion and ~~into~~Analysis ~~Legacy~~of ~~Deep~~Financial ~~Fission,~~Condition ~~with~~and ~~Legacy~~Results ~~Deep~~of ~~Fission~~Operations” ~~continuing~~and asour ~~the~~consolidated ~~surviving~~financial ~~corporation~~statements and ~~becoming~~the aaccompanying ~~wholly~~notes. ~~owned~~The ~~subsidiary~~summary financial information set forth below does not purport to indicate our financial condition or results of ~~Surfside~~operations as of any future date or for any future period. Totals may be affected by rounding.

At the effective time of the Merger, each outstanding share of Legacy Deep Fission capital stock (after giving effect to the conversion of all SAFEs of Legacy Deep Fission into shares of Legacy Deep Fission common stock) was converted into the right to receive 17.32141 shares of common stock of the combined company, rounded to the nearest whole share. As a result, on the Closing Date, the Company issued 38,538,922 shares of common stock to the existing holders of Legacy Deep Fission common stock. Following the Merger, Legacy Deep Fission became a wholly owned subsidiary of Surfside, which changed its name to Deep Fission, Inc. and continues as a public reporting company. For financial reporting purposes, the Merger was treated as a recapitalization and reverse acquisition, with Legacy Deep Fission considered the accounting acquirer.

In connection with the Merger, Surfside’s existing stockholders continued to hold an aggregate of 2,166,667 shares (the “Retained Pre-Merger Shares”), and the Company issued 85,000 shares (the “Advisor Shares”) to an accredited investor in consideration for services rendered in connection with the Merger. Additionally, the Company reserved 9,500,882 shares of common stock under the 2025 Equity Incentive Plan for future issuances of equity awards and 1,000,000 shares under the 2025 Employee Stock Purchase Plan for future purchase by employees. See “Description of Capital Stock” for more information.

Indemnification Agreements

On the 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 certain actions for certain actions to the fullest extent permitted by the DGCL and the certificate of incorporation and bylaws of the Company or Acquisition Sub in effect on the date thereof or as such law or constitutive document may from time to time be amended.

On the Closing Date, we also entered into indemnification agreements with each of our current directors and executive officers. These indemnification agreements require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers or any other company or enterprise to which the person provides services at the Company’s request.

The 2025 Private Placement

Immediately following the Merger, on September 5, 2025, the Company issued and sold 10,000,000 shares of common stock in a private placement to certain accredited and institutional investors at a purchase price of $3.00 per share for aggregate gross proceeds of $30,000,000 (the “2025 Private Placement”). In connection with the 2025 Private Placement, the Company also issued to the placement agents, Seaport Global Securities LLC, The Benchmark Company, LLC, Dinosaur Financial Group, LLC, Network 1 Financial Securities, Inc., and PHX Financial, Inc., d/b/a Phoenix Financial Services (the “2025 Placement Agents”), warrants to purchase an aggregate of 586,666 shares of common stock at an exercise price of $3.00 per share (the “2025 Placement Agent Warrants”). The 2025 Placement Agent Warrants expire on the earlier of (i) five years after the Closing Date and (ii) three years after the Company’s shares of common stock are listed on a national securities exchange. The Company also paid the placement agents an aggregate cash placement fee of $2.1 million and reimbursed $0.1 million of their expenses incurred in connection with the 2025 Private Placement.

Subject to certain customary exceptions, we agreed to indemnify the 2025 Placement Agents to the fullest extent permitted by law against certain liabilities that may be incurred in connection with the Private Placement, including certain civil liabilities under the Securities Act, and, where such indemnification is not available, to contribute to the payments the 2025 Placement Agents and their sub-agents may be required to make in respect of such liabilities.

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~~Registration~~Consolidated ~~Rights~~Balance ~~Agreement~~ Sheets

In connection with the Merger and the closing of the 2025 Private Placement, the Company entered into a registration rights agreement (the “2025 Registration Rights Agreement”) pursuant to which the Company 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, it would file, subject to customary exceptions, a registration statement with the SEC covering the sale, transfer, or disposition of the following securities (collectively, the “2025 Registrable Shares”): (i) the shares of common stock issued in the 2025 Private Placement; (ii) the shares of common stock issuable upon exercise of the 2025 Placement Agent Warrants; (iii) the shares of 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. The Company’s obligation to file the registration statement was subject to the prior receipt by the Company of the selling stockholder information regarding the holders of the 2025 Registrable Shares required to be included in the registration statement under applicable SEC rules and regulations.

The Secondary Offering

On September 22, 2025, the Company filed a registration statement on Form S-1 with the SEC to register the resale of shares of common stock by the selling stockholders identified therein, also known as a secondary offering. The registration statement covers the resale of shares issued in connection with the Merger and the 2025 Private Placement, including (i) the shares of common stock issued to Legacy Deep Fission stockholders, (ii) the shares of common stock issued in the 2025 Private Placement, (iii) the shares issuable upon exercise of the 2025 Placement Agent Warrants, (iv) the Retained Pre-Merger Shares, and (v) the Advisor Shares. The registration statement was declared effective by the SEC on February 5, 2026.


			March 31,		December 31,
			2026		2025			2024
								(As Restated)
ASSETS

Current assets
Cash and cash equivalents		$	84,767,555		$	23,719,422		$	6,728,895
Prepaid expenses			6,992,786			713,154			32,113
Other current assets			39,275			—			—
SAFE Notes subscription receivable			—			—			100,000
Total current assets			91,799,616			24,432,576			6,861,008

Property and equipment, net			85,775			37,102			1,993
Long term prepaid expenses			87,839			221,407			—
Operating lease right-of-use assets			57,484			—			—

Total assets		$	92,030,714		$	24,691,085		$	6,863,001

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Accounts payable		$	2,181,025		$	538,270		$	94,797
Accrued expenses			864,290			185,164			31,777
Operating lease liabilities – current			16,181			—			—
Accrued compensation			792,475			25,031			34,863
RSU liability award			—			1,655,507			—
Total current liabilities			3,853,971			2,403,972			161,437

Operating lease liabilities – non current			43,386			—			—

SAFE Notes			—			—			10,783,385
Total liabilities			3,897,357			2,403,972			10,944,822

Commitments and contingencies (Note 6 for audited financials and Note 7 for unaudited financials)

Stockholders’ equity (deficit)
Common stock, par value $0.0001 per share, 300,000,000 shares authorized, 56,617,422, 51,099,089 and 16,320,839 shares issued and outstanding as of March 31, 2026, December 31, 2025 and December 31, 2024, respectively			5,661			5,110			1,632
Additional paid-in capital			176,198,242			89,009,102			1,640,692

Accumulated deficit			(88,070,546)			(66,727,099)			(5,724,145)

Total stockholders’ equity (deficit)			88,133,357			22,287,113			(4,081,821)

Total liabilities and stockholders’ equity (deficit)		$	92,030,714		$	24,691,085		$	6,863,001

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~~USE~~Consolidated OFStatements ~~PROCEEDS~~of Operations

We are filing the registration statement of which this prospectus forms a part to permit holders of the shares of common stock described in the section titled “Selling Stockholders” to resell such shares. We will not receive any proceeds from the resale of any shares offered by this prospectus by the selling stockholders. We may, however, receive up to approximately $1,941,270 in aggregate gross proceeds from the exercise of the 2026 Placement Agent Warrants, to the extent they are exercised for cash. To the extent we receive cash proceeds upon the exercise of the 2026 Placement Agent Warrants, we intend to use any proceeds therefrom for general working capital and corporate purposes, including towards the engineering, research and development of our first pilot nuclear reactor and related technologies.

DETERMINATION OF SALE PRICE

The selling stockholders may only sell their shares of common stock pursuant to this prospectus at a fixed price of $15.00 per share until such time as our common stock is quoted on the OTCQB or another public trading market for our common stock otherwise develops. At and after such time, the selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. The fixed price of $15.00 at which the selling stockholders may sell their shares pursuant to this prospectus (the “Sale Price”) was determined based upon the purchase price per share of common stock in the 2026 Private Placement. The Sale Price was negotiated between our current management and certain lead investors in the 2026 Private Placement. The Sale Price does not necessarily bear any relationship to our Company’s asset value, net worth, revenues or other established criteria of value, and should not be considered indicative of the actual value of the shares.

We have included a fixed price at which selling stockholders may sell their shares pursuant to this prospectus prior to the time there is a public market for our stock in order to comply with the rules of the SEC that require that, if there is no market for the shares being registered, this registration statement must include a price at which the shares may be sold. Except to the extent that we are involved in an underwritten secondary offering of common stock, if any, by the selling stockholders, all shares being offered pursuant to this prospectus will be sold by the selling stockholders without our involvement.

MARKET INFORMATION FOR OUR COMMON STOCK AND DIVIDEND POLICY

Market Information

We have applied to have our common stock quoted on the OTCQB. However, we cannot assure you that our common stock will be quoted on the OTCQB and, even if it is, there can be no assurance that our common stock will continue to be quoted on the OTCQB or quoted or listed on any other market or exchange, or that an active trading market for our common stock will develop or continue. See “Risk Factors—There is currently no market for our common stock and there can be no assurance that any market will ever develop. You may therefore be unable to re-sell shares of our common stock at times and prices that you believe are appropriate.”

Dividend Policy

We have never declared or paid any cash dividends on shares of our common stock. We anticipate that we will retain all of our future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying cash dividends on shares of our common stock in the foreseeable future. Any decision to declare and pay cash dividends on shares of our common stock in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant.


		For the Three Months Ended March 31,						For the Years Ended December 31,
		2026			2025			2025			2024
											(As Restated)
Operating expenses
General and administrative expenses		$	13,965,950		$	1,034,619		$	14,766,607		$	3,441,820
Research and development expenses			7,872,531			684,393			6,617,562			661,183
Operating expenses			21,838,481			1,719,012			21,384,169			4,103,003
Operating loss			(21,838,481)			(1,719,012)			(21,384,169)			(4,103,003)

Other non-operating income (expense)
Interest income			492,608			—			210,987			20,331
Change in fair value of SAFE Notes			—			(1,418,066)			(39,834,049)			(1,631,446)
Other income			2,426			191			4,277			749
Total non-operating expense			495,034			(1,417,875)			(39,618,785)			(1,610,366)

Net loss		$	(21,343,447)		$	(3,136,887)		$	(61,002,954)		$	(5,713,369)

Basic and diluted weighted average shares outstanding of common stock			54,443,626			16,320,839			25,332,277			10,037,251

Basic and diluted net loss per share of common stock		$	(0.39)		$	(0.19)		$	(2.41)		$	(0.57)

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~~DESCRIPTION~~Consolidated OFStatements ~~BUSINESS~~of Stockholders’ Equity (Deficit)

~~Formation History~~

Incorporated in the State of Delaware in July 2023, Deep Fission, Inc. was co-founded by Richard Muller and Elizabeth Muller. In founding Deep Fission, the Mullers recognized that existing approaches to developing and disseminating clean nuclear power were too often over-budget and were too slow to meet the urgent energy needs in the United States due to the proliferation of AI, expansion of hyperscale datacenters, and the energy demand in heavy industry. In Deep Fission, the founders envision a radically simplified source for clean energy: a compact, underground nuclear reactor that leverages the Earth itself for safety, security, and scale.


				Additional				Total
	Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance at December 31, 2023 (As Restated)	7,434,955	$	743	$	470,295	$	(10,776)	$	460,262
Stock-based compensation - restricted stock	8,885,884		889		(889)		—		—
Issuance of restricted stock awards	—		—		1,171,286		—		1,171,286
Net loss	—		—		—		(5,713,369)		(5,713,369)
Balance at December 31, 2024 (As Restated)	16,320,839		1,632		1,640,692		(5,724,145)		(4,081,821)
Stock-based compensation	—		—		31,999		—		31,999
Issuance of restricted stock awards	14,411		1		(1)		—		—
Net loss	—		—		—		(3,136,887)		(3,136,887)
Balance at March 31, 2025	16,335,250	$	1,633	$	1,672,690	$	(8,861,032)	$	(7,186,709)

Balance at December 31, 2024 (As Restated)	16,320,839		1,632		1,640,692		(5,724,145)		(4,081,821)
Stock-based compensation	—		—		6,769,296		—		6,769,296
Issuance of restricted stock awards	3,010,401		301		797		—		1,098
Issuance of common stock upon conversion of SAFE Notes	19,601,182		1,960		53,509,274		—		53,511,234
Issuance of common stock to PIPE investors	10,000,000		1,000		29,999,000		—		30,000,000
Offering costs	—		—		(2,909,740)		—		(2,909,740)
Issuance of 2025 Placement Agent Warrants (equity component)	—		—		948,639		—		948,639
Issuance costs – 2025 Placement Agent Warrants (non-cash)	—		—		(948,639)		—		(948,639)
Issuance of common stock to new shareholders upon merger	2,166,667		217		(217)		—		—
Net loss	—		—		—		(61,002,954)		(61,002,954)
Balance at December 31, 2025	51,099,089	$	5,110	$	89,009,102	$	(66,727,099)	$	22,287,113
Stock-based compensation	—		—		9,837,578		—		9,837,578
Modification of RSU liability award	—		—		2,202,781		—		2,202,781
Vesting of restricted stock units	185,000		19		(19)		—		—
Issuance of 2026 Private Placement common stock	5,333,333		532		79,999,468		—		80,000,000
Offering costs	—		—		(4,850,668)		—		(4,850,668)
Issuance of 2026 Placement Agent Warrants (equity component)	—		—		1,239,307		—		1,239,307
Issuance costs – 2026 Placement Agent Warrants (non-cash)	—		—		(1,239,307)		—		(1,239,307)
Net loss	—		—		—		(21,343,447)		(21,343,447)
Balance at March 31, 2026	56,617,422	$	5,661	$	176,198,242	$	(88,070,546)	$	88,133,357

The Company’s mission is to build a reactor that can be deployed faster than its peers in the traditional and advanced reactor industry that unlocks new markets for carbon-free baseload energy with strong economics. This vision is supported by our intellectual property portfolio, which currently includes one issued U.S. patent and 24 pending patent applications, as well as validated modeling work designed to ensure technical viability and compliance with safety standards established by U.S. regulatory agencies, including the NRC.

~~Company Overview~~

Deep Fission’s pioneering design combines proven pressurized water reactor (“PWR”) technology with novel emplacement – 1-mile below the Earth’s surface. Our reactor, which we call the “Gravity Reactor” uses the Earth’s deep subsurface as a natural containment system—eliminating the need for expensive surface shielding. The natural pressure from the column of water above the reactor provides the pressure required, reducing the need for complex and expensive pressure systems. The borehole water can also serve as a source of cooling for the reactor. These features of the Gravity Reactor significantly reduce plant costs compared to other PWR designs. Unlike traditional builds that require massive amounts of concrete and steel, Gravity Reactors leverage natural gravity and geology to provide containment and safety.

The Gravity Reactor system is designed to scale modularly: individual units produce 15 MWe, and by clustering boreholes, we can deliver power installations of 1.5 GW or more for hyperscale data centers and other customers. This makes the platform uniquely suited to meet the rapidly growing demand for power from AI workloads, energy-intense manufacturing, and energy-constrained regions. With site flexibility and no above-ground reactor visibility, Gravity Reactors overcome many of the siting and public acceptance challenges facing traditional nuclear power solutions. This innovation is expected to enable grid-scale nuclear deployments in just six months, turning what was once a multi-year construction process into a repeatable infrastructure product.

U.S. Department of Energy Nuclear Reactor Pilot Program and Near-Term Operations

Successful demonstration under DOE oversight may result in the issuance of a DOE Authorization, which would allow us to apply for an expedited NRC license for commercial deployment. Acceptance into the program is significant because it materially shortens the expected timeline to commercial deployment and provides a potential first-mover advantage over developers not selected. We believe the DOE’s selection reflects growing confidence in our ability to deliver a safer, faster, and lower-cost alternative to conventional nuclear energy.

On November 17, 2025, we entered into an Other Transaction Agreement for Reactor Authorization with the DOE, effective as of November 14, 2025 (the “OTA”). The OTA establishes the terms under which the DOE will authorize, oversee, and evaluate our deep-borehole test reactor under the federal pilot program established pursuant to Executive Order 14301. Under this agreement, the DOE will review the reactor’s safety basis, oversee testing and evaluation activities, and determine whether to issue authorization. The OTA does not authorize commercial operation and does not replace the need for NRC licensing for commercial deployment.

Our near-term operations over the next twelve months are focused on advancing the activities necessary to achieve, consistent with the goals of the Reactor Pilot Program, criticality for our first pilot reactor in July 2026. In support of these efforts, and consistent with our participation in the Reactor Pilot Program, we have announced plans to locate our planned pilot reactor at Great Plains Industrial Park in Parsons, Kansas. On February 9, 2026, we executed a long-term lease for land at this site.

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~~Over~~Consolidated ~~the~~Statements ~~next six months, we expect to advance engineering, licensing, and site-development activities for our pilot reactor, including completion~~ of ~~detailed~~Cash engineering design, borehole optimization work, site preparations, pre-application engagement with the DOE and NRC, and procurement of long-lead components. Following these activities, we expect to begin preparation of reactor components for installation, as well as drilling and related field mobilization.Flows


		For the Three Months Ended March 31,						For the Year Ended December 31,
			2026			2025		2025			2024
											(As Restated)
Cash flows from operating activities:
Net loss		$	(21,343,447)		$	(3,136,887)		$	(61,002,954)		$	(5,713,369)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			6,850			526			8,327			664
Change in fair value of SAFE Notes			—			1,418,066			39,834,049			1,631,446
Stock-based compensation			10,384,851			31,999			8,424,803			1,171,287
Changes in operating assets and liabilities:
Prepaid expenses			(6,146,064)			(106,338)			(902,448)			(32,113)
Other current assets			(39,275)			—
Accounts payable			1,642,755			216,900			443,473			75,803
Accrued expenses			679,126			(24,507)			153,387			31,777
Accrued compensation			767,444			(27,667)			(9,832)			34,863
Net cash used in operating activities			(14,047,760)			(1,627,908)			(13,051,195)			(2,799,642)

Cash flows from investing activities:
Purchases of property and equipment			(53,439)			(15,155)			(43,436)			(2,657)
Net cash used in investing activities			(53,439)			(15,155)			(43,436)			(2,657)

Cash flows from financing activities:
Proceeds from exercise of restricted stock awards			—			—			1,098			5,392
Proceeds from SAFE Notes			—			860,800			2,993,800			8,590,000
Proceeds from 2025 Private Placement			—			—			30,000,000			—
Proceeds from 2026 Private Placement			80,000,000			—
Offering costs paid			(4,850,668)			—			(2,909,740)			—
Payment of related party loan			—			—			—			(10,000)
Net cash provided by financing activities			75,149,332			860,800			30,085,158			8,585,392

Net increase (decrease) in cash and cash equivalents			61,048,133			(782,263)			16,990,527			5,783,093

Cash and cash equivalents, beginning of the year			23,719,422			6,728,895			6,728,895			945,802
Cash and cash equivalents, end of the year		$	84,767,555		$	5,946,632		$	23,719,422		$	6,728,895

Supplemental cash flow information:
Subscription of SAFE Notes		$	—		$	33,000		$	—		$	110,000
Conversion of SAFE Notes into common stock		$	—		$	—		$	53,511,234		$	—
Right-of-use assets acquired through operating leases		$	62,088		$	—		$	—		$	—

~~Results from these activities are expected to inform the content and sequencing of any subsequent licensing applications submitted to the NRC.~~

~~Commercial Strategy~~

Our commercial strategy is focused on deploying early Gravity Reactors in markets experiencing rapid growth in energy demand and persistent shortages of reliable baseload power—initially hyperscale data centers, followed by utilities, industrial operators, and defense applications.

We have executed three non-binding letters of intent (“LOIs”) for initial candidate commercial sites in Kansas, Texas, and Utah, and we continue to evaluate additional sites with private developers and utilities. These LOIs contemplate potential multi-reactor deployments across several phases and describe preliminary concepts for site access, power delivery, and development sequencing. Collectively, these discussions cover up to 12.5 GW of potential reactor capacity under evaluation. The LOIs do not contain binding commitments to purchase power, finance or construct facilities, or grant exclusivity, and they may be terminated by either party without penalty.

We have also entered into a non-binding strategic partnership term sheet with Endeavour Energy designed to support commercialization through coordinated site development, access to data-center customers, and joint evaluation of multi-reactor clusters. This collaboration contemplates deployment configurations of up to 1.5 GWe or more at a single location, within a broader potential co-development framework of up to 2 GW. The partnership is intended to align technical development with commercial needs, including siting, interconnection planning, deployment sequencing, and long-term contracting, although it does not impose binding purchase, financing, exclusivity, or minimum-deployment obligations on either party.

Vision

Deep Fission is building a platform to transform how energy is produced and deployed—combining the capital efficiency of modular infrastructure with the unmatched reliability of nuclear baseload power. With strong early traction, ongoing negotiations to establish strategic partnerships in the data and industrial sectors, a growing team of experts, and recognition from the DOE, we believe the Company is positioned to lead a new class of energy solutions designed for the scale and speed of the 21st century.

Traditional sources of energy cannot meet the growing demand for electricity today. Renewable energy sources, such as wind and solar power, are inherently intermittent and variable in nature, which can lead to imbalances between energy supply and demand that can cause or exacerbate grid instability. Increased power outages and spikes in power prices have highlighted the need for a more resilient grid. Recent geopolitical events, including Russia’s invasion of Ukraine and escalating tensions between the United States and China have sharpened focus on the global energy supply chain and the importance of energy autonomy. These trends and the discussions surrounding them have led to widespread recognition of nuclear energy as a critical part of the energy transition solution going forward.

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~~Nuclear~~RISK power has several key attributes that make it a uniquely attractive source of power. First, nuclear power can be used as a reliable baseload energy supply. Nuclear power plants can be run continuously without the inherent variability of other renewable power sources. Weather-related events historically have caused less than a 0.1% average loss of capacity factor at nuclear plants, making nuclear power a viable source of grid reliability and resilience. Further, nuclear power generation is clean, efficient and sustainable. Its generation produces zero carbon emissions, has the smallest footprint-to-energy output ratio for both fuel and land, and reactors are built to last up to 100 years, decades longer than any other power generation source.FACTORS

~~Problem~~Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors discussed below, together with all of the other information contained in this prospectus, before deciding whether to invest in our common stock. The risk factors set forth below are not the only risks we face; we may also face risk factors not presently known to us or that we currently believe to be immaterial. If any of the following risk factors or any other risk factors actually occur, our business, prospects, results of operations, and ~~Available~~financial ~~Approaches~~condition could be materially adversely affected. In such event, the trading price of our common stock could decline, and you might lose all or part of your investment.

~~Industry~~Risks ~~Overview~~Related to Our Business and Industry

~~The~~Our ~~global~~Gravity ~~energy~~Reactor ~~system~~ is ~~undergoing~~unproven, aand ~~structural~~our ~~transformation.~~design, ~~Surging~~borehole ~~demand~~development ~~for electricity—driven by data center growth~~activities, ~~transportation~~planned ~~and~~pilot ~~industrial electrification~~reactor, and ~~decarbonization~~future ~~mandates—is~~commercial ~~placing~~applications ~~new~~may ~~pressure on grids already operating at their limits. In parallel~~fail, ~~there~~progress ismore ~~growing~~slowly ~~recognition~~than ~~that renewables alone cannot meet the challenge of clean~~projected, ~~reliable,~~or ~~scalable~~encounter ~~power~~delays ~~without~~or ~~firm,~~changes ~~carbon-free~~that ~~baseload~~increase ~~resources~~costs toand ~~complement~~capital ~~them~~requirements.

InOur ~~this~~Gravity ~~context,~~Reactor ~~nuclear~~is ~~energy~~in ~~has~~the ~~re-emerged~~development asstage ~~a critical pillar for energy security~~ and ~~the~~has ~~clean~~not ~~energy~~been ~~transition.~~proven ~~Advanced~~in ~~reactors~~a ~~offer always~~real-~~on,~~world ~~zero-emission~~operating ~~generation~~environment. ~~with~~We ~~high-capacity~~are ~~factors~~currently ~~and~~advancing ~~minimal~~the ~~land~~design ~~use—attributes~~of ~~uniquely~~the ~~suited~~Gravity toReactor ~~the~~and ~~needs~~conducting ofsite adevelopment, ~~growing~~borehole ~~economy.~~test ~~Policymakers~~drilling, ~~utilities~~engineering, and ~~energy-intensive~~validation ~~industries~~activities, ~~increasingly~~and ~~see~~we ~~nuclear~~plan asto ~~essential~~construct toand ~~net-zero~~operate ~~goals.~~a ~~This~~pilot ~~momentum~~reactor isunder ~~being~~the ~~reinforced~~DOE byReactor ~~clear~~Pilot ~~policy~~Program. ~~signals:~~These ~~bipartisan~~efforts ~~legislation~~involve ~~such~~significant astechnical ~~the~~and ~~Inflation~~engineering ~~Reduction~~challenges, ~~Act~~including ofsubsurface ~~2022~~deployment ~~includes~~and ~~tax~~integration ~~credits~~of ~~for~~reactor ~~nuclear~~and ~~generation~~borehole systems, and ~~recent~~may ~~U.S.~~require ~~executive~~design ~~orders~~changes, ~~have~~additional ~~prioritized~~engineering ~~advanced~~and ~~reactor~~validation ~~deployment~~work, ~~across~~and ~~both~~result ~~civilian~~in ~~and~~delays ~~national~~or ~~security~~increased ~~applications~~costs.

~~Despite~~Our ~~this~~development ~~policy~~pathway ~~tailwind,~~also ~~conventional~~depends ~~nuclear~~on ~~remains~~the ~~economically~~timing ~~and~~of ~~logistically~~required ~~challenged.~~regulatory ~~Gigawatt-scale~~approvals ~~projects~~and ~~suffer~~licenses. ~~from~~The ~~multi-decade~~planned ~~timelines,~~pilot ~~complex~~reactor ~~regulatory~~would ~~and~~operate ~~infrastructure~~under ~~demands~~DOE authorization, ~~and~~which ~~escalating~~does ~~costs.~~not Atpermit ~~the~~commercial ~~same~~operation ~~time,~~and ~~many~~does ~~Gen~~not IVreplace ~~reactor~~the ~~startups~~need ~~require~~for ~~novel~~NRC ~~fuel~~licensing. ~~types~~Delays orin ~~unproven~~DOE ~~core designs~~authorization, ~~introducing~~challenges ~~supply~~in ~~chain,~~pilot ~~licensing~~reactor development, ~~and~~or ~~technical~~difficulties ~~risks~~in ~~that~~obtaining ~~are~~or ~~unlikely~~maintaining toNRC beapprovals ~~resolved~~could atdelay ~~commercial~~or ~~scale~~prevent ~~this decade~~commercialization.

~~Several~~If ~~new~~our ~~approaches~~design, ~~have~~borehole ~~emerged~~development inactivities, ~~recent years~~or planned pilot reactor do not perform as expected, ~~each~~or ~~with~~if ~~significant~~regulatory ~~trade-offs:~~requirements materially delay or constrain our development and licensing pathway, our technology may prove infeasible or more costly to deploy than anticipated, which could materially adversely affect our business, prospects, results of operations, and financial condition.

1.We ~~Large~~are an early-~~Scale~~stage ~~Nuclear~~company ~~Reactors~~with a history of operating losses and expect to incur losses for the foreseeable future.

~~Conventional~~Legacy ~~gigawatt-scale~~Deep ~~LWRs~~Fission ~~remain~~was ~~the~~formed ~~foundation~~in of2023 ~~the~~and ~~global~~has ~~nuclear~~not ~~fleet,~~generated ~~but~~revenue ~~their~~from ~~economics~~commercial ~~are challenging in today’s environment~~operations. ~~These~~During ~~plants~~the ~~typically~~three ~~require~~months ~~$10+~~ended ~~billion~~March ~~in upfront capital~~31, ~~over~~2026 ~~a decade to complete,~~ and athe ~~large-scale~~years ~~workforce~~ended ~~for~~December ~~construction and operation. They are difficult to site~~31, ~~highly~~2025 ~~bespoke,~~ and ~~often~~2024, ~~financially~~we ~~dependent~~incurred onnet ~~government~~losses ~~support~~of or$21.3 ~~utility~~million, ~~rate structures~~$61.0 ~~Their~~million ~~long timelines~~ and ~~cost~~$5.7 ~~unpredictability~~million, ~~have limited their appeal to private capital~~respectively.

2We expect to continue to incur significant expenses as we continue to develop our technology, pursue regulatory approvals, build our organization, and prepare for potential commercialization. ~~Small~~These ~~Modular~~activities may require substantial capital and ~~Advanced~~may ~~Reactors~~not ~~(“SMRs”)~~result in commercially viable products or revenue-generating operations.

~~SMRs~~Even ~~seek~~if towe ~~improve~~successfully ~~deployment~~commercialize ~~timelines~~our ~~and economics of nuclear power through modular design~~technology, ~~factory~~we ~~fabrication,~~may ~~and~~not ~~reduced~~achieve ~~footprints. Advanced reactors include fast reactors, molten salt,~~ or ~~gas-cooled~~sustain ~~systems that promise safety and efficiency benefits but introduce new fuel requirements, regulatory pathways, and manufacturing challenges~~profitability. ~~None~~Our ofability ~~these~~to ~~advanced~~generate ~~reactors~~revenue ~~have~~will ~~received~~depend ~~full~~on ~~NRC licensing, and most are still in pre-commercial development. Other SMR developers take~~ a ~~more~~number ~~conventional~~of ~~approach~~factors, ~~scaling~~including ~~down~~obtaining ~~existing LWR designs that use standard low-enriched uranium (“LEU”) fuel. While this reduces fuel supply and~~ regulatory ~~risk~~approvals, ~~these~~customer ~~designs~~adoption ~~still~~of ~~require~~our ~~costly containment buildings and complex infrastructure~~technology, ~~resulting~~successful indevelopment ~~high capital costs per megawatt~~ and ~~limited~~deployment ~~siting~~of ~~flexibility.~~our ~~Despite the smaller nameplate capacity~~reactors, ~~these designs often resemble large reactors in form~~ and ~~function,~~access ~~limiting their ability~~ to ~~fully~~sufficient ~~solve the cost and deployment challenges that have historically constrained nuclear energy growth~~capital.

3.Our ~~Renewables~~auditor +has ~~Storage~~issued a “going concern” opinion with respect to our financial statements.

~~Wind~~Our ~~and~~independent ~~solar~~registered ~~energy~~public ~~have~~accounting ~~achieved~~firm ~~significant~~has ~~cost~~included ~~reductions~~an explanatory paragraph in its report on our financial statements for the year ended December 31, 2025 indicating that there is substantial doubt about our ability to continue as a going concern. During the three months ended March 31, 2026 and ~~dominate~~the ~~new~~years ~~generation~~ended ~~capacity~~December in31, ~~many~~2025 ~~markets~~and 2024, we generated no revenue and incurred net losses of $21.3 ~~However~~million, ~~their~~$61.0 ~~intermittent~~million ~~nature~~and ~~creates~~$5.7 ~~reliability~~million, respectively, and ~~grid~~as ~~integration~~of ~~challenges~~March 31, ~~particularly~~2026, ~~for~~December ~~data~~31, ~~centers~~2025 and ~~industrial~~2024, ~~customers~~we ~~with~~had ~~high~~an ~~uptime~~accumulated ~~requirements~~deficit of $88.1 ~~Energy~~million, ~~storage~~$66.7 ~~technologies~~million and $5.7 million, ~~while~~respectively. ~~advancing~~As of March 31, ~~are~~2026, ~~expensive~~our atcash ~~multi-day~~and orcash ~~seasonal~~equivalents ~~scales~~were $84.8 million. However, prior to this offering our expectation was that our available cash and ~~are~~cash equivalents, which was approximately $78.4 million as of  May 14, 2026, would not ~~yet~~be asufficient ~~substitute~~to operate our business for ~~firm~~the ~~baseload~~next ~~generation~~twelve months, given our recurring losses from operations and our expectation of continued operating losses for the foreseeable future. These conditions raise substantial doubt about our ability to continue as a going concern.

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~~Deep~~Our ~~Fission~~ability ~~Takes~~to continue operating our business depends on the receipt of substantial additional capital, including through this offering and any future equity issuances, debt financing, strategic partnerships, and other capital raising transactions. However, there can be no assurance that this offering or any such additional financing will be available on acceptable terms, on a ~~Different~~timely ~~Approach~~basis, or at all.

~~Deep~~Our ~~Fission~~business ~~offers~~plans arequire ~~fundamentally~~substantial ~~new~~additional ~~model for nuclear deployment: small~~capital, ~~passively~~and ~~safe,~~we ~~proven~~may ~~LWR~~not ~~technology~~be ~~installed~~able ~~in deep boreholes. This design leverages natural geology~~ to ~~eliminate~~obtain ~~many~~financing ofon ~~the~~acceptable ~~most~~terms ~~complex~~or ~~and~~at ~~expensive components of traditional nuclear plants—such as massive containment domes, large pressure vessels, and forced cooling systems~~all. ~~The Gravity Reactor is a combination of standard PWR technology, demonstrated drilling techniques, and geothermal technology to bring the heat to the surface.~~

ByOur ~~housing~~business will require significant capital to fund the continued development of our Gravity Reactor, obtain regulatory approvals, construct and deploy reactor ~~one~~facilities, ~~mile~~and ~~underground~~support our operations. We estimate that the total capital required to complete our pilot reactor program under the DOE Reactor Pilot Program and to obtain NRC licensing for commercial deployment will be substantial, weand ~~avoid~~there is significant uncertainty regarding the ~~need~~exact amount of our ultimate capital requirements due to the early stage of our technology development, the novel nature of our regulatory pathway, and the unpredictability of construction and deployment costs. We expect to incur operating losses for ~~traditional~~the ~~systems~~foreseeable future and ~~above-ground~~will ~~containment~~require significant additional financing to execute our business plan. ~~This~~Our planned pilot reactor and subsequent development activities are not ~~only~~fully ~~reduces~~funded ~~cost~~and will require substantial additional capital. Specifically, in addition to the estimated net proceeds of this offering, which will be approximately $135.9 million (or approximately $156.9 million if the underwriters exercise in full their option to purchase additional shares of our common stock from us to cover over-allotments), assuming a public offering price of $25.00 per share, which is the midpoint of the range set forth on the cover page of this prospectus, and ~~complexity~~after ~~but~~deducting ~~also~~underwriting ~~simplifies~~discounts ~~licensing~~and estimated offering expenses payable by us), and ~~accelerates~~our ~~deployment~~cash and cash equivalents currently available to support these activities, which was approximately $78.4 ~~Using~~million as of May 14, 2026, we estimate that we will require $64 million of additional capital to complete development of, and license and commercially ~~available~~deploy, ~~fuel~~our ~~avoids~~first commercial reactor, but we expect we can complete the ~~delays~~development and begin operation of ~~custom~~an ~~fuel~~initial ~~qualification~~test reactor without additional capital. If we are unable to obtain such funding, our development timelines may be delayed, and ~~enables~~we ~~near-term~~may ~~procurement~~be ~~from~~required ~~existing~~to ~~suppliers~~reduce or terminate portions of our development programs.

WeThe ~~believe~~timing ~~this~~and ~~approach~~amount ~~unlocks~~of aour ~~viable~~future ~~path~~capital torequirements ~~near-term~~will ~~deployment~~depend aton ~~much~~a ~~lower~~number ~~capital~~of ~~cost~~factors, ~~and~~including ~~execution~~the ~~risk—while~~amount ~~delivering~~of onnet proceeds raised in this offering, the ~~promise~~progress of ~~next-gen~~our ~~nuclear:~~technology ~~compact~~development, ~~dispatchable~~regulatory approvals and processes, ~~clean~~commercialization ~~power~~efforts, ~~for~~customer demand, supply chain conditions, and general economic and capital market conditions. Because our technology is in an early stage of development and represents a new category of nuclear energy~~-intensive~~ ~~sectors~~solutions, ~~like~~we have limited historical data ~~centers~~upon ~~and~~which ~~critical~~to ~~infrastructure~~estimate our capital needs.

InEven ~~summary~~if this offering is completed, we ~~believe~~expect that we ~~are~~will ~~positioned~~need to ~~deliver~~raise ~~clean,~~additional ~~reliable~~capital ~~nuclear~~in ~~energy~~the infuture athrough ~~fraction~~equity ofissuances, ~~the~~debt ~~time~~financings, ~~and~~strategic ~~cost~~partnerships, ofgovernment ~~legacy~~programs, ~~approaches~~or other financing arrangements. However, ~~removing~~there ~~the~~can ~~core~~be ~~barriers~~no assurance that ~~have~~such ~~historically~~financing ~~held~~will ~~the~~be ~~industry~~available ~~back~~on acceptable terms, on a timely basis, or at all.

~~Deep~~If ~~Fission’s~~we ~~Business~~are ~~Solution~~unable to obtain sufficient funding, we may be required to delay, reduce, or terminate all or portions of our development programs or other operations, which could materially adversely affect our business, prospects, results of operations, and financial condition. In addition, to the extent that we raise additional capital through the issuance of additional equity or convertible securities, the ownership interests of our stockholders will be diluted, potentially significantly. Given the magnitude of our anticipated capital requirements, future equity financings could result in substantial dilution to stockholders. Moreover, the terms of such securities or any other financing may include preferences or other rights that adversely affect the value of, or rights of holders of, our common stock. Debt financing, if available, could result in additional debt service obligations, and debt financings or other financings may involve covenants that restrict our operations or financial flexibility.

~~Deep~~If ~~Fission~~we ~~intends~~are tounable ~~build the first reactor under the DOE authorization program for pilot reactors. and then expand~~ to ~~ten~~obtain ~~commercial~~sufficient ~~reactors~~funding ator ~~that~~otherwise ~~location~~manage ~~under~~our ~~NRC~~capital ~~licensing~~resources ~~rules. The initial commercial facility is intended to demonstrate that Deep Fission can deliver a first of a kind commercial facility that is profitable. If successful~~effectively, we ~~plan~~may tonot ~~expand~~be ~~across~~able ~~the United States and, eventually, internationally~~ to ~~countries~~continue ~~that have signed nuclear partnership agreements with the United States for the export of U~~operations.~~S. nuclear technology.~~

~~Key~~Our ~~Features~~technology ofdepends on the ~~Solution~~successful drilling and long-term stability of deep vertical boreholes, which presents significant technical, engineering, regulatory and operational risks.

~~Cost~~Our Gravity Reactors require the drilling and long-~~Effective~~term ~~Borehole~~operation ~~Drilling~~of deep vertical boreholes designed to house nuclear reactor systems at significant depths below the surface. Deep vertical borehole drilling and subsurface engineering involve complex technical challenges, including maintaining borehole stability, managing subsurface pressures and temperatures, ensuring the integrity of well casings and seals, and preventing subsurface fluid migration.

Our ~~Gravity~~staged ~~Reactor is enabled by advances in~~ borehole ~~drilling~~development ~~technologies~~program ~~pioneered~~(including innon-nuclear ~~the oil, gas,~~ and ~~geothermal~~prototype ~~industries.~~wells) ~~These~~may ~~methods~~not ~~allow~~successfully ~~for~~validate ~~precision~~ drilling tomethods, ~~depths~~installation ~~of several kilometers in stable geological formations~~procedures, ~~enabling~~or ~~secure~~subsurface ~~underground~~performance ~~placement~~assumptions ofnecessary ~~the~~for reactor ~~module~~deployment. By adapting this proven industrial supply chain, we avoid the need for billion-dollar civil works and extensive containment structures, dramatically reducing capital costs. Our strategy harnesses the reliability of comparable boreholes drilled across the United States, ensuring that siting and emplacement risks are minimized while maintaining competitive economics.

Proven and Adaptable Technologies

At its core, the Gravity Reactor design is based on PWR technology, the most widely deployed and well-understood nuclear system in the world, accounting for the majority of operating reactors worldwide. By relying on low-enriched uranium oxide (UO₂) fuel assemblies, the Gravity Reactor aligns with existing fuel fabrication, transport, and regulatory infrastructure. This is a significant advantage over designs requiring unproven fuels, as the Gravity Reactor can integrate directly into today’s nuclear fuel supply chain. In addition, the Gravity Reactor is modular, with prefabricated components designed for factory construction, shipment by standard transportation methods, and rapid emplacement on-site. Together, these features ensure both technical robustness and commercial scalability.

Inherent Safety

The Gravity Reactor is designed to capitalize on the natural safety features of both LWR technology and deep underground emplacement. Decades of operating experience with PWRs provide a strong foundation for safety case development, fuel performance, and licensing pathways. By situating the reactor core in a deep borehole, the system gains additional passive protection against external threats, including earthquakes, floods, wildfires, and security concerns. Surrounding geologic formations provide natural shielding and containment, while the underground environment enhances passive heat rejection and decay heat management. This dual layer of proven reactor safety and geological protection substantially reduces both technical and public perception risks.

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~~Rapid~~Engineering ~~Deployment~~studies and modeling activities are ongoing to refine borehole diameter requirements, drilling techniques, casing systems, and installation procedures as part of the continuing development of the Gravity Reactor. While conducting such studies and activities, we may encounter unforeseen engineering challenges.

AAny ~~single~~such ~~Gravity~~engineering ~~Reactor~~challenges ismay ~~designed~~be ~~for~~exacerbated ~~deployment~~by inunpredictable ~~approximately~~geological 6conditions, ~~months~~equipment ~~from~~limitations, ~~ground breaking. By using~~ drilling ~~rather than above ground construction~~errors, weor ~~avoid~~failures ~~the~~in ~~decade-long~~subsurface ~~construction~~materials ~~timelines~~or ~~that~~infrastructure. ~~have~~Unexpected ~~historically~~subsurface ~~hindered~~conditions ~~nuclear~~may ~~power~~require ~~projects.~~changes ~~The~~in ~~ability~~drilling ~~to deploy reactors incrementally~~design, ~~matched~~additional toengineering ~~demand growth~~work, ~~creates~~or ~~flexibility~~abandonment ~~for~~of ~~utilities,~~drilling ~~industrial~~operations ~~operators,~~at ~~and~~particular ~~defense customers~~sites. ~~With minimal surface infrastructure requirements~~Additionally, ~~the~~long-term ~~Gravity~~operation ~~Reactor~~of ~~can~~a bereactor ~~connected~~in ~~to the grid or~~ a ~~microgrid~~deep ~~quickly~~vertical ~~after~~borehole ~~installation,~~environment ~~enabling~~may ~~clean~~involve ~~energy~~risks ~~delivery~~that onwe ~~timelines~~do ~~comparable~~not tocurrently ~~renewable projects but with nuclear’s unmatched reliability~~expect.

~~Minimal~~In ~~Surface~~addition, ~~Impact~~the drilling and construction of deep vertical boreholes are subject to federal, state, and local permitting and regulatory requirements, including environmental reviews, groundwater protection standards, and well construction regulations. These requirements vary by jurisdiction, may change from time to time and have generally become more stringent over time, and may be subject to evolving interpretations. Obtaining and maintaining necessary permits may be time-consuming, costly, and uncertain, and may require modifications to drilling plans or site selection.

~~The~~If ~~surface~~we ~~footprint of a Gravity Reactor installation is dramatically smaller than that of a conventional nuclear facility. Aboveground requirements~~ are ~~limited~~unable to ~~monitoring~~successfully drill, ~~control~~permit, construct, and ~~power-handling~~maintain ~~infrastructure.~~boreholes Nosuitable ~~large~~for ~~containment~~reactor ~~domes~~deployment, or ~~exclusion~~if ~~zones~~borehole ~~are~~integrity ~~required.~~cannot ~~This~~be ~~makes~~maintained ~~the~~or ~~Gravity~~regulatory ~~Reactor~~requirements ~~especially~~materially ~~attractive~~delay ~~for~~or ~~sites~~constrain ~~where~~our ~~land~~drilling ~~availability~~activities, ~~security,~~our ortechnology ~~public~~may ~~acceptance~~prove ~~would~~infeasible ~~preclude~~or asignificantly ~~traditional~~more ~~plant.~~costly Into ~~addition,~~deploy ~~the~~than ~~underground~~anticipated. ~~design~~Any ~~minimizes~~such ~~environmental~~failure ~~and~~or ~~visual~~delay ~~impact,~~could ~~facilitating~~materially ~~siting~~adversely inaffect ~~defense~~our ~~installations~~development timelines, ~~industrial facilities~~costs, and ~~remote~~ability ~~communities~~to commercialize our technology.

~~Fuel~~We ~~Supply~~may ~~Confidence~~be unable to identify, acquire, lease, or otherwise secure access to suitable sites with the geological characteristics necessary to deploy our Gravity Reactor.

The ~~Gravity~~successful ~~Reactor’s~~deployment ~~reliance~~of onour ~~traditional~~Gravity ~~LEU~~Reactor ~~fuel~~depends ~~provides~~on aour ~~critical~~ability ~~advantage.~~to ~~LEU~~identify isand ~~already~~secure ~~commercially~~sites ~~produced~~with ingeological ~~significant~~characteristics ~~quantities,~~capable isof ~~supported~~supporting bydeep avertical ~~mature~~borehole ~~global~~drilling ~~supply chain,~~ and ~~benefits~~long-term ~~from~~structural ~~decades~~stability of ~~regulatory~~deep ~~familiarity.~~vertical ~~This ensures that Gravity Reactor deployments will not be delayed by the need for new fuel qualification processes or infrastructure~~boreholes. ~~Using~~These ~~PWR~~characteristics ~~fuel~~may ~~also~~include ~~allows~~stable ussubsurface toformations, ~~integrate~~appropriate ~~seamlessly~~thermal ~~with~~and ~~existing~~hydrological ~~enrichment~~conditions, ~~fabrication~~sufficient depth, and ~~disposal~~the ~~pathways,~~ability ~~avoiding~~to ~~the~~safely ~~uncertainties~~construct ~~associated~~and ~~with~~maintain ~~unproven~~a orborehole ~~experimental~~reactor ~~fuels~~facility.

~~Deployment~~Suitable ~~Approach~~sites may be difficult to locate, may not be available on commercially acceptable terms, or may be subject to competing land uses, ownership disputes, or conflicting mineral, drilling, or surface rights. In addition, site acquisition may require negotiation with private landowners, governmental entities, non-governmental organizations, or other stakeholders, and may involve obtaining easements, mineral rights, drilling rights, or other property interests. These processes can be time-consuming, uncertain, and costly.

~~Our~~Even ~~deployment~~if ~~model~~a ~~emphasizes~~potential ~~scalability~~site ~~and~~is ~~flexibility.~~identified, ~~Each~~geological ~~Gravity~~conditions ~~Reactor~~may ~~can~~ultimately beprove ~~deployed~~unsuitable asfor areactor ~~standalone~~deployment ~~installation~~following oradditional assubsurface ~~part~~analysis, ofdrilling aactivities, ~~multi-reactor~~or ~~cluster~~regulatory ~~to meet growing demand~~review. ~~Initial~~For ~~candidate~~example, ~~sites~~we ~~have~~are ~~been~~currently ~~selected~~conducting ~~for~~geological ~~their~~analysis ~~favorable~~at ~~geology~~the ~~and~~Kansas ~~alignment~~Site, ~~with~~which ~~U.S.~~we ~~energy~~intend ~~transition~~to ~~priorities.~~use ~~The~~for ~~modularity~~our ofpilot ~~the~~reactor ~~Gravity~~program. ~~Reactor~~There ~~allows~~can ~~customers~~be tono ~~scale~~assurance ~~capacity~~that ~~over~~the ~~time,~~Kansas ~~while~~Site ~~the~~will ~~underground~~ultimately ~~placement~~prove ~~ensures~~to ~~safety~~be ~~and~~a ~~security~~suitable ~~without~~site ~~the~~for ~~need~~reactor ~~for~~deployment ~~costly~~following ~~above-ground~~further ~~infrastructure~~testing. ~~Early~~Furthermore, ~~deployments~~local ~~are~~zoning ~~expected~~requirements, toenvironmental ~~support~~regulations, ~~defense~~permitting ~~applications~~requirements, ~~remote~~or ~~communities,~~opposition ~~and~~from ~~critical~~host ~~industrial~~communities ~~loads,~~could ~~with~~delay ~~subsequent~~or ~~expansion~~prevent ~~into~~the ~~utility~~development ~~and~~of ~~commercial~~otherwise ~~markets~~suitable sites.

~~Regulatory~~If ~~Compliance~~we are unable to identify or secure suitable sites with the required geological characteristics on commercially reasonable terms, or if such sites become unavailable due to regulatory, environmental, or community considerations or otherwise prove unsuitable, our ability to deploy our technology and execute our business plan could be materially adversely affected.

~~Our~~We ~~regulatory~~have ~~pathway~~no ~~builds~~experience onoperating ~~the~~nuclear ~~advantage~~power ~~of using proven LWR technology and LEU fuel. By adhering to the established safety basis of PWRs~~facilities, ~~the Gravity Reactor is well-positioned for regulatory acceptance under both DOE authorization for initial pilot projects~~ and ~~NRC~~our ~~advanced~~lack ~~reactor licensing frameworks. We are in the process~~ of ~~developing~~operational ~~regulatory~~experience ~~policies,~~may ~~programs~~create ~~and~~additional ~~procedures~~risks ~~governing~~as ~~quality~~we ~~assurance,~~develop ~~nuclear safety,~~ and ~~environmental~~deploy ~~permitting~~our ~~to support DOE authorization under the Reactor Pilot Program and subsequent commercial licensing by the NRC~~technology. Early modeling has demonstrated strong safety margins under both normal and off-normal conditions. Accident scenarios modeled to date show that passive features, combined with underground emplacement, keep radiation exposure well below regulatory thresholds, even under extreme events.

~~Manufacturing~~The safe and ~~Supply~~reliable ~~Chain~~operation of nuclear reactors requires highly specialized technical capabilities, operational procedures, safety culture, regulatory compliance systems, and experienced personnel. We have not yet constructed or operated a nuclear power facility, commercial or otherwise.

~~The~~As ~~Gravity~~we ~~Reactor~~work istoward ~~engineered~~demonstration ~~for~~and ~~manufacturability~~potential ~~within~~commercial ~~today’s~~deployment ~~industrial~~of ~~base.~~our ~~Major~~Gravity ~~reactor~~Reactor, ~~components~~we ~~are~~will ~~suitable~~need ~~for~~to ~~fabrication~~develop inoperational ~~existing~~capabilities, ~~facilities~~establish ~~within~~safety ~~the United States~~ and ~~allied~~compliance ~~countries~~programs, ~~reducing~~recruit ~~lead times~~ and ~~supply~~train ~~chain~~qualified ~~risks.~~operating ~~Prefabricated~~personnel, ~~modules~~and ~~can~~implement besystems ~~shipped~~necessary ~~using~~to ~~standard~~safely ~~transportation~~operate ~~infrastructure~~nuclear ~~and assembled on-site with minimal specialized labor~~facilities. ~~This~~These ~~streamlined~~efforts ~~approach~~may ~~supports~~require ~~cost~~significant ~~control~~time, ~~scalability~~expense, and ~~replicability~~organizational ~~across diverse geographies~~development. ~~The Gravity Reactor’s compatibility with existing PWR fuel supply chains further enhances manufacturability and reduces project execution risks.~~

~~Economic~~If we are unable to, on a timely basis, successfully develop these operational capabilities, establish safety and ~~Market~~compliance ~~Benefits~~programs, recruit and retain appropriately qualified personnel, or establish the operational infrastructure necessary to safely operate our reactors, we may experience operational failures, safety incidents, regulatory enforcement actions, delays in commercialization, or increased operating costs. Any such developments could materially adversely affect our business, prospects, results of operations, and financial condition.

Deep Fission’s technology unlocks new markets for nuclear power by offering a small, distributed, and resilient reactor system that integrates into environments where traditional nuclear plants are not viable. Target customers include:

● Industrial operators such as data centers, mining, and heavy manufacturing, which require clean, reliable baseload power.

● Regional utilities seeking dispatchable carbon-free energy to complement intermittent renewables.

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●The ~~Remote~~market ~~communities~~for our Gravity Reactor is not yet established and may not achieve the growth potential we expect or may grow more slowly than expected. If demand for our technology fails to develop sufficiently, ~~where~~our ~~diesel~~business ~~dependency~~and ~~results~~operations inwould ~~high~~suffer, ~~energy~~and ~~costs~~we would be unable to achieve or maintain profitability.

●The ~~Defense~~market ~~installations~~for Gravity Reactors has not yet been established. Projections we may provide from time to time for the total addressable market are based on a number of internal and third-party estimates, ~~where~~including, but not limited to, levels of demand for clean energy, ~~resilience~~including isnuclear power, the number of potential customers who have expressed interest in our products and services, estimates of prices and production costs for our Gravity Reactors and the various components of our Gravity Reactor, our anticipated project development, deployment, and operating model, and general market conditions. However, our assumptions and the data underlying our estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a ~~mission-critical~~result, ~~priority~~estimates we may provide from time to time of the annual total addressable market for our technology and related offerings, as well as the expected growth rate for the total addressable market for our technology and related offerings may prove to be incorrect.

~~Deploying~~Challenges ~~Gravity~~that ~~Reactors~~could ~~near~~impact our expectations for the ~~point~~timeline and costs of ~~demand~~market ~~reduces~~development ~~transmission~~might ~~losses~~arise from obtaining federal, state, and ~~improves~~local ~~grid~~permits ~~reliability~~and approvals, ~~while~~transportation, ~~modular~~actual ~~scalability~~or ~~enables~~threatened ~~incremental~~litigation, ~~investment.~~political, Byhost ~~relying~~community onor ~~proven~~other ~~PWR~~opposition to our technology or proposed Gravity Reactor sites, access to and ~~LEU~~availability ~~fuel~~of raw materials on cost-effective terms, welack ~~ensure~~of asupport ~~lower~~or ~~risk~~opposition ~~profile~~from governmental entities, our ability to raise capital on attractive terms, as well as other factors. The timeline to scale-up and deploy the necessary technological processes for ~~customers~~the commercialization of Gravity Reactors is also based upon assumptions regarding our technology and ~~investors~~general market conditions. However, ~~positioning~~our Gravity Reactor has not been proven at scale and market conditions are volatile and difficult to predict, and our assumptions and the data underlying these estimates may not be correct, and the conditions supporting our assumptions or estimates might change at any time, reducing the accuracy of these underlying assumptions. As a result, the market for the Gravity Reactor asmay anot ~~commercially~~develop ~~viable~~on the timeline we expect or at all, ~~strategically~~and ~~important~~we ~~solution~~may ~~for~~not realize the ~~global~~financial ~~energy~~performance ~~transition~~we have projected.

~~Total~~Our ~~Addressable~~ability ~~Market~~to deploy reactors commercially will depend on our ability to enter into long-term power purchase agreements or other commercial arrangements with customers.

~~According~~The tosuccessful ~~the~~commercialization ~~Bank~~ of ~~America~~our ~~Global~~reactors ~~Energy~~will ~~Institute,~~depend ~~total~~on ~~U.S.~~our ~~electricity~~ability ~~demand~~to isenter ~~projected~~into tocommercial ~~grow~~arrangements, toincluding ~~approximately 1~~PPAs,~~600~~ GWwith byhyperscale ~~2035~~data centers and other large power users, ~~representing~~as awell ~~compound~~as ~~annual~~utilities, ~~growth~~industrial ~~rate~~operators, ~~(CAGR)~~and ofgovernment ~~roughly~~or 2defense installations.~~5%.~~ ~~Meeting~~These ~~this~~agreements ~~demand~~are ~~will~~typically ~~require~~required anto ~~estimated~~support 30project tofinancing 40and GWprovide ofrevenue ~~new~~certainty for power generation ~~capacity~~assets. toWe behave ~~added~~not ~~annually~~yet entered into any PPAs or other binding commercial arrangements.

~~Data~~Negotiating ~~centers,~~PPAs ~~including~~can ~~but~~be ~~not~~complex ~~limited~~and ~~to those supporting AI~~time-~~driven workloads~~consuming, ~~currently~~and ~~account~~potential ~~for~~customers ~~roughly~~may 4%be ofreluctant ~~total~~to ~~U.S.~~enter ~~electricity~~into ~~demand.~~long-term ~~According~~commitments towith a ~~Deloitte~~company ~~study,~~developing ~~total~~a ~~data~~novel ~~center~~technology ~~power~~that ~~demand~~has ~~could~~not ~~grow~~yet ~~fivefold~~been bycommercially ~~2035, implying a double-digit annual growth rate~~deployed. ~~This~~In ~~surge~~addition, ~~reflects~~potential ~~more~~counterparties ~~than~~may ~~just~~require AIextensive ~~adoption —~~technical ~~it is driven by hyperscale deployments~~validation, ~~cloud~~regulatory ~~computing expansion~~approvals, ~~and~~operational ~~growing~~track ~~digital infrastructure requirements across nearly every sector of the economy. As this growth accelerates~~records, ~~data~~or ~~centers~~other ~~are~~assurances ~~rapidly~~before ~~emerging~~entering asinto ~~one~~such ~~of the most significant drivers of new U~~agreements.~~S. electricity demand.~~

AtEven ~~the~~if ~~same~~we ~~time,~~are ~~the~~able ~~U.S.~~to ~~power~~negotiate ~~grid~~potential ~~faces~~commercial ~~tightening~~arrangements, ~~supply~~such ~~from~~agreements ~~the~~may ~~retirement~~be ofsubject ~~aging~~to ~~thermal~~regulatory ~~assets.~~approvals, ~~S&P~~financing ~~Global~~conditions, ~~Research~~or ~~estimates~~other contingencies that ~~coal-fired~~could ~~power~~delay ~~plants~~or ~~are~~prevent ~~expected~~their toexecution. ~~retire~~If ~~approximately~~we 7are GWunable ofto ~~capacity~~enter ~~annually~~into ~~over~~PPAs ~~the~~or ~~next~~similar ~~decade,~~agreements ~~creating additional pressure~~ on ~~generation~~commercially ~~capacity.~~reasonable ~~These retirements~~terms, ~~combined~~or ~~with~~at ~~rising demand~~all, ~~imply~~our ~~that~~ability ~~annual~~to ~~new-build~~deploy ~~requirements~~reactors, ~~could~~generate ~~increase roughly 30% above the current 30–40 GW baseline~~revenue, ~~further~~and ~~heightening~~execute ~~the~~our ~~urgency~~business ~~for~~plan ~~rapid~~could ~~deployment~~be ofmaterially ~~new,~~adversely ~~clean, and dispatchable capacity~~affected.

InOur ~~addition,~~future ~~recent~~revenue ~~U.S.~~plans ~~administration~~depend goals call for tripling or even quadrupling national nuclear capacity by 2050, expanding from roughly 100 GW today to between 300 and 400 GW. To achieve these targets, the nuclear sector will need to accelerate sharply, adding at least 10 GW of new nuclear capacity annually starting in ~~the~~part ~~near~~on ~~term.~~strategic ~~This~~partners ~~pace is far above historical norms~~ and ~~underscores~~government ~~the strategic importance of advanced nuclear technologies in meeting future U~~entities.~~S. power needs.~~

~~This~~Our ~~represents~~business amodel ~~compelling~~contemplates ~~opportunity.~~the ~~Based~~deployment onof our ~~internal~~Gravity ~~estimates,~~Reactor wein ~~currently~~collaboration ~~expect~~with tohyperscale ~~commission~~data atcenters ~~least~~and ~~100~~other ~~reactors~~large ~~per year~~power ~~by the mid-2030s~~users, ~~translating~~as towell ~~roughly~~as ~~1.5~~utilities, GWindustrial ofoperators, ~~new~~government ~~capacity~~or ~~annually.~~defense ~~Even at this rate~~installations, ~~our~~and ~~deployments~~other ~~would~~strategic ~~represent only a small fraction of total U~~partners.S. ~~generation~~These ~~needs —~~relationships ~~highlighting~~may ~~both~~involve ~~the~~joint ~~magnitude~~development ofarrangements, ~~the~~licensing ~~opportunity~~agreements, ~~and~~project ~~the~~development ~~scalability~~partnerships, ~~potential~~or ~~for~~other ~~our~~commercial ~~technology~~structures.

~~Our~~There ~~cost~~can ~~model~~be ~~forecasts~~no aassurance ~~70–80%~~that ~~overnight~~we ~~installed~~will ~~cost~~successfully ~~advantage~~establish ~~compared~~or tomaintain ~~conventional~~such ~~nuclear~~partnerships ~~technologies,~~on ~~achieving~~commercially anacceptable ~~estimated target LCOE of 5–7 cents per kWh~~terms. ~~Combined~~Potential ~~with~~partners amay ~~six-month~~require ~~deployment~~additional ~~schedule~~validation ~~for~~of ~~a single reactor,~~ our ~~solution is uniquely positioned to address urgent and growing capacity requirements~~technology, ~~including~~regulatory ~~rapidly expanding data center demand~~approvals, ~~the~~operational ~~replacement~~track ~~of retiring thermal assets~~records, ~~and~~or ~~organic~~other ~~load~~assurances ~~growth~~before ~~driven~~committing byto ~~electrification and domestic manufacturing~~collaboration.

WeIf ~~believe~~ we are ~~well~~unable ~~positioned~~ to ~~serve~~establish ~~the data center power segment, including through our~~ strategic ~~relationships~~partnerships ~~with~~or ~~data~~if ~~centers, co-developers, industrial parks, and strategic partners~~ such aspartnerships ~~Endeavour~~fail ~~Energy.~~to ~~Under~~achieve ~~conservative~~the ~~assumptions—such~~expected aslevel ~~6% annual growth in data center demand, resulting in a doubling~~ of ~~consumption~~deployment byor ~~2035—capturing~~utilization ~~even a small portion~~ of ~~incremental~~our ~~demand~~technology, ~~could represent a meaningful source of growth for~~ our business. ~~Independent~~model ~~forecasts~~and ~~that~~commercialization ~~assume~~strategy ~~higher~~could ~~growth rates suggest there may~~ be ~~additional~~materially ~~potential~~adversely ~~beyond this base case~~affected.

In summary, we view total U.S. electricity demand growth as our total addressable market and the nuclear generation segment as our serviceable addressable market. With the convergence of rapid data center growth, accelerated retirements of legacy assets, and a national mandate to scale nuclear capacity at unprecedented levels, we believe we are positioned to capture a meaningful share of one of the fastest-growing and most critical markets in the U.S. energy sector.

Stakeholder Outreach

We recognize that the successful deployment of the Gravity Reactor depends on meaningful engagement with all stakeholders, from federal and state agencies and industry partners to local communities where projects may be sited. Our approach is grounded in

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~~transparency,~~Electricity ~~proactive~~generated ~~communication,~~by ~~and~~our ~~shared~~Gravity ~~economic~~Reactors ~~benefit,~~may ~~ensuring~~not ~~that~~be ~~the~~cost-competitive ~~Gravity~~with ~~Reactor~~other isenergy ~~embraced~~generation ~~not~~technologies, ~~only~~and ascompeting aenergy ~~technical~~solutions ~~solution~~could ~~but~~reduce asdemand afor ~~community~~our ~~asset~~reactors and related services.

~~Deep~~The ~~Fission~~markets ~~has~~for ~~already~~electricity ~~begun~~generation ~~local~~and ~~stakeholder~~clean energy technologies are highly competitive and ~~community~~rapidly ~~outreach~~evolving. atOur ~~multiple~~Gravity ~~potential~~Reactor ~~sites~~will incompete ~~the~~with ~~United~~a ~~States~~wide range of existing and emerging energy generation technologies, including renewable energy sources such as solar, wind, and geothermal power, natural gas-fired generation, large-scale nuclear power plants, energy storage technologies, and other emerging low-carbon energy solutions.

~~Engagement~~Many ~~with~~competing ~~Regulators~~technologies ~~and~~benefit ~~Policymakers~~from established supply chains, existing regulatory frameworks, government incentives, or declining capital costs. In some markets, renewable energy technologies benefit from subsidies, tax incentives, or regulatory mandates that increase their competitiveness relative to nuclear power. In addition, new or improved technologies, including advances in energy storage, carbon capture, or alternative generation technologies, may provide comparable or superior performance, reliability, or cost advantages relative to our Gravity Reactor.

WeIf ~~work closely with~~ the ~~DOE~~levelized ~~and~~cost ~~the~~of ~~NRC~~electricity togenerated ~~align~~by ~~the~~our Gravity Reactor is not competitive with ~~regulatory~~other ~~expectations~~sources ~~for~~of ~~safety~~electricity generation, ~~licensing~~or if alternative technologies become more cost-effective or widely adopted, commercialization and ~~siting~~demand for our reactors and related services could be reduced or fail to materialize. ~~Selection~~In ~~into~~addition, ~~the~~even ~~DOE~~if ~~nuclear~~we ~~Reactor~~are ~~Pilot~~able ~~Program~~to ~~underscores~~commercialize ~~this~~our ~~alignment~~reactor and ~~highlights~~related ~~Deep~~services, ~~Fission~~if aswe aare ~~leader~~unable into ~~the~~continue ~~next~~developing ~~wave~~and ofimproving ~~nuclear~~our ~~deployment.~~technology ~~Engagement~~to ~~with~~remain ~~policymakers~~competitive, ~~through~~we ~~technical~~may ~~workshops,~~lose ~~joint~~market ~~studies,~~share. ~~and~~Any ~~regulatory~~such ~~planning~~developments ~~sessions~~could ~~ensures~~materially

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