Deep Fission (FISN) Registration filing summary

Company overview and business model

• Developing a small modular reactor (SMR) based on pressurized water reactor (PWR) technology, deployed in deep boreholes 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 pilot, and commercial licensing, targeting initial revenue in 2027.

• Business model includes project-level equity participation, upfront deployment revenue, and recurring technology licensing and O&M services.

• Initial target markets are hyperscale data centers, industrial facilities, utilities, and government/defense installations.

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, but substantial doubt exists about ability to continue as a going concern without additional capital.

• Estimated capital cost per reactor: $152M (2x2 config) and $84M (3x3 config); targeted annual revenue per reactor: $10M (2x2) and $20M (3x3).

• Requires ~$136M additional capital to complete and license first commercial reactor; expects to need further funding beyond IPO proceeds.

Use of proceeds and capital allocation

• Estimated net proceeds of $35.2M (or $41.2M if over-allotment exercised) at $17.00/share, to be used for working capital, R&D, licensing, and construction of first pilot reactor.

• Management has broad discretion over use of proceeds; funds may also support corporate purposes and potential acquisitions.