Deep Fission Inc美股招股说明书(2026-06-18版)

Deep Fission, Inc. Common Stock Deep Fission, Inc. (“Deep Fission”, the “Company”, “we”, “our”, or “us”) is offering 2,500,000 shares of ourcommon stock, par value $0.0001 per share (our “common stock”). There is not currently, and there has never been, any established public trading market for our common stock andthis is our first listed public offering. We have been approved to list our common stock on the Nasdaq Global Market(“Nasdaq”) under the symbol “FISN”. The public offering price of our common stock offered hereby is $16.00 per share. The public offering price of theshares of our common stock offered hereby was determined by agreement between us and the representatives of theunderwriters, and may not be indicative of the price at which shares of our common stock will trade in the public marketafter this offering. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securitieslaws and, as such, have elected to comply with reduced public company reporting requirements. See “Prospectus Summary— Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page34to read aboutfactors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of the disclosures in this prospectus. Anyrepresentation to the contrary is a criminal offense. (1)See the section titled “Underwriting” for additional information regarding underwriting compensation. This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay forall 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 purchaseup to 375,000 additional shares of our common stock, at the public offering price set forth above less the underwritingdiscounts set forth above. The underwriters can exercise this right at any time and from time to time, in whole or in part,within 30days after the date of this prospectus. Certain existing shareholders of the Company (collectively, the “Cornerstone Investors”) have, severally and notjointly, indicated an interest in purchasing up to an aggregate of $10 million in shares of our common stock in thisoffering at the public offering price and on the same terms and conditions as the other purchasers in this offering. Theshares of common stock to be purchased by the Cornerstone Investors will not be subject to a lock-up agreement withthe underwriters. Because this indication of interest is not a binding agreement or commitment to purchase, theCornerstone Investors may determine to purchase more, fewer, or no shares in this offering, or the underwriters maydetermine to sell more, fewer, or no shares to the Cornerstone Investors. The underwriters will receive the sameunderwriting discount on any shares of our common stock purchased by the Cornerstone Investors as they will from theother shares sold to the public in this offering. Delivery of the shares of common stock will be made on or about June22, 2026 through the book-entry facilitiesof The Depository Trust Company. Benchmark, a Stone X Company Maxim Group LLC The date of this prospectus is June17, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS4PROSPECTUS SUMMARY7THE OFFERING26SUMMARY CONSOLIDATED HISTORICAL FINANCIAL DATA30RISK FACTORS34USE OF PROCEEDS56DIVIDEND POLICY57CAPITALIZATION58DILUTION59MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS61BUSINESS70MANAGEMENT94EXECUTIVE AND DIRECTOR COMPENSATION100CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS109SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT113DESCRIPTION OF CAPITAL STOCK115SHARES ELIGIBLE FOR FUTURE SALE121MATERIAL U.S. FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OURCOMMON STOCK124UNDERWRITING127LEGAL MATTERS136EXPERTS136WHERE YOU CAN FIND MORE INFORMATION136INDEX TO FINANCIAL STATEMENTSF-1 ABOUT THIS PROSPECTUS General We and the underwriters have not authorized anyone to provide any information or to make anyrepresentations other than those contained in this prospectus or any amendment or supplement to thisprospectus. We and the underwriters take no responsibility for, and cannot assure you as to the reliability of,any other information that others may give you. This prospectus is an offer to sell only the shares of ourcommon stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus, regardlessof the time of delivery of this prospectus