DEEP FISSION, INC. reported that prior financial statements should not be relied upon.
“On April 9, 2026, the Board of Directors (the “Board”) of Deep Fission, Inc. (the “Company”), in consultation with management, concluded that the following previously issued consolidated financial statements of the Company for which the Company is required to provide financial statements under Regulation S-X (and any related financial information, including that included in press releases, shareholder communications, investor presentations or other materials describing relevant portions of such financial statements) should no longer be relied upon because of errors in such financial statements related to valuations of Simple Agreement for Future Equity (“SAFEs”) and Stock-Based Compensation (“SBC”)”
Auditor Changes
DEEP FISSION, INC. dismissed dbbmckennon as its auditor.
“Accordingly, dbbmckennon (“dbbmckennon”), the Company’s independent registered public accounting firm since September 5, 2025, was informed that it would be replaced as the Company’s independent registered public accounting firm effective February 27, 2026.”
Auditor Changes
DEEP FISSION, INC. engaged Grant Thornton LLP as its auditor.
“On February 27, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of Deep Fission, Inc. (the “Company”) approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and 2025.”
Equity Issuances
DEEP FISSION, INC. issued 129,417 shares of Common Stock of warrant to Placement Agents for $15.00 per share exercise price.
“the Company agreed to issue and sell to the Investors a minimum of 1,333,333 shares of Common Stock and a maximum of 2,666,667 shares of Common Stock, at a purchase price of $15.00 per share (the “Per Share Purchase Price”), for a minimum aggregate purchase price of $20,000,000 and a maximum aggregate purchase price of $40,000,000 (the “Offering”). In the”
Equity Issuances
DEEP FISSION, INC. issued 5,333,333 shares of Common Stock of common stock to accredited and institutional investors for $80.0 million aggregate purchase price.
“the Company issued and sold 5,333,333 shares of Common Stock (the "Shares") to the Investors pursuant to the Subscription Agreements for an aggregate purchase price of $80.0 million”
Material Agreements
DEEP FISSION, INC. entered into Registration Rights Agreement with the Investors (effective 2026-02-05).
“the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of February 5, 2026, with the Investors”
Material Agreements
DEEP FISSION, INC. entered into Subscription Agreements with certain accredited and institutional investors valued at minimum aggregate purchase price of $20,000,000 and a maximum aggregate purchase price of $40,000,00 (effective 2026-02-05).
“On February 5, 2026, Deep Fission, Inc. (the “Company”) entered into subscription agreements (the “Subscription Agreements”) with certain accredited and institutional investors (the “Investors”) in connection with a private placement offering of shares of the Company’s common stock”
Material Agreements
DEEP FISSION, INC. entered into Agreement with United States Department of Energy (effective 2025-11-14).
“the Company and the United States Department of Energy fully executed and delivered an Other Transaction Agreement for Reactor Authorization, effective as of November 14, 2025, which we refer to as the “Agreement””
Governance Changes
DEEP FISSION, INC.: Ceased to be a shell company as a result of the merger.
“As a result of the Merger, we have ceased to be a shell company.”
Governance Changes
DEEP FISSION, INC.: Amended and restated bylaws in their entirety at the effective time of a merger.
“At the Effective Time, we amended and restated our bylaws in their entirety.”
Governance Changes
DEEP FISSION, INC.: Amended and restated certificate of incorporation at the effective time of a merger.
“At the Effective Time, we amended and restated our certificate of incorporation.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.