Deep Fission (FISN) Registration filing summary

Company overview and business model

• Developing a small modular reactor (SMR) based on pressurized water reactor (PWR) technology, designed for deep borehole emplacement about one mile underground.

• Gravity Reactor leverages subsurface conditions for containment, cooling, and shielding, aiming to reduce surface infrastructure and costs.

• Commercialization strategy follows a phased deployment: engineering validation, DOE-authorized pilot, and high-volume commercial licensing.

• Initial focus on hyperscale data centers, with expansion to utilities, industrial, and government markets.

• Revenue model includes project-level equity, upfront deployment and development fees, and recurring technology licensing and O&M services.

Financial performance and metrics

• No revenue to date; net losses of $21.3M (Q1 2026), $61.0M (2025), and $5.7M (2024).

• Accumulated deficit of $88.1M as of March 31, 2026.

• Cash and cash equivalents of $84.8M as of March 31, 2026.

• Operating expenses driven by R&D and G&A, with significant increases due to headcount and stock-based compensation.

• Auditor issued a going concern opinion due to recurring losses and need for additional capital.

Use of proceeds and capital allocation

• Estimated net proceeds of $135.9M (or $156.9M if over-allotment exercised) at $25.00/share.

• Proceeds intended for working capital, engineering, R&D, licensing, and construction of the first pilot reactor.

• Management has broad discretion over use of funds.