DEEP FISSION, INC.

DEEP FISSION, INC.: An Investor's Guide to the Secondary Offering

DEEP FISSION, INC. shares are now available to the public through a secondary offering. This guide provides essential insights into the company, its innovative technology, and the specifics of this stock offering.

1. What DEEP FISSION, INC. Does

DEEP FISSION, INC. is an advanced energy technology company that develops and commercializes its proprietary Deep Fission Reactors. These compact, modular, and inherently safer nuclear fission systems aim to provide a clean, reliable, and continuous (baseload) power source. Unlike traditional large-scale nuclear plants, Deep Fission Reactors feature smaller footprints, passive safety features, and significantly reduce the volume of long-lived radioactive waste. The company envisions a sustainable energy solution that powers communities, industrial facilities, and critical infrastructure without relying on fossil fuels or intermittent renewable sources.

2. Financials and Growth Outlook

DEEP FISSION, INC. is a pre-revenue company and currently operates at a significant net loss. This financial profile is typical for a company heavily investing in research and development (R&D) for complex technology. The company primarily focuses on perfecting its core technology and achieving commercial readiness.

Planned Revenue Model: Once commercialized, DEEP FISSION plans to generate revenue through:

• Direct Power Sales: Selling electricity from its reactors to energy grids and large industrial customers.
• Technology Licensing: Licensing its proprietary Deep Fission technology for reactor construction and operation.
• Build-Own-Operate (BOO) Model: Developing, owning, and operating reactors for clients seeking a complete energy solution.

Growth & Funding: While not yet profitable, the company has made significant progress in securing capital and advancing its technology. It recently completed a private placement, raising $80 million in February 2024 from institutional and private investors. This funding, alongside ongoing R&D efforts, supports the development of several pilot projects and establishes initial agreements with potential future customers, indicating strong interest in its technology. The company rapidly expands its scientific and engineering teams.

3. Use of Offering Proceeds

It is crucial to understand that this offering is a secondary sale by existing stockholders. This means DEEP FISSION, INC. will not receive any proceeds from the sale of these shares. The funds from these sales go directly to the selling stockholders.

However, DEEP FISSION, INC. strategically deploys the $80 million raised in its February 2024 private placement to:

• Accelerate Technology Development: Fund the final stages of design, engineering, and testing for its Gen-1 Deep Fission Reactor, aiming for commercial readiness.
• Construct Demonstration Units: Build and operate additional pilot and demonstration reactors to validate performance, safety, and scalability.
• Navigate Regulatory Approvals: Invest in the extensive and costly processes to obtain necessary safety, environmental, and operational licenses from regulatory bodies.
• Expand Operations: Recruit specialized scientific, engineering, and business development talent, and build the infrastructure required for future commercial deployment.

4. Key Risks for Investors

Investing in DEEP FISSION, INC. carries significant risks, particularly given its early stage and the nature of its technology:

• Technology Development Risk: DEEP FISSION's technology remains under development and unproven at a commercial scale. Unforeseen technical challenges, delays, or cost overruns could prevent successful commercialization.
• Regulatory Hurdles: Advanced nuclear technologies face stringent and lengthy global regulatory approval processes. Delays or failure to obtain necessary licenses could significantly impact timelines and financial viability. Public perception and acceptance of nuclear technology also pose a risk.
• Significant Capital Requirements: As a pre-revenue company with high R&D costs, DEEP FISSION will require substantial additional funding to achieve commercialization. Future capital may not be available on favorable terms, or at all, which could lead to dilution for existing shareholders.
• Intense Competition: The company operates in a competitive energy market, facing established traditional energy sources, rapidly advancing renewable technologies, and other advanced nuclear and fusion startups. DEEP FISSION must prove its technology is superior in cost, safety, and efficiency.
• Market Liquidity and Volatility (OTCQB): The company has applied to list its shares on the OTCQB Venture Market. This market, generally for smaller, developing companies, typically has lower trading volumes and higher price volatility than major exchanges like NASDAQ or NYSE. This could result in wider bid-ask spreads, difficulty in buying or selling shares, and less analyst coverage, potentially leading to greater price fluctuations.
• Reduced Reporting Requirements: As an "Emerging Growth Company" and "Smaller Reporting Company," DEEP FISSION may follow less stringent reporting and disclosure requirements. This may mean less detailed financial and operational information is available to investors compared to larger, more established public companies.
• Long Commercialization Timeline: The path from R&D to widespread commercial deployment for advanced nuclear technology is typically long, potentially spanning many years, with no guarantee of success.

5. Competitive Landscape

DEEP FISSION aims to differentiate itself within the energy sector by offering advantages over:

• Fossil Fuels: It provides a carbon-free, sustainable alternative, addressing climate change concerns and reducing reliance on volatile fuel markets.
• Intermittent Renewables (Solar/Wind): It delivers continuous, baseload power 24/7, eliminating the need for extensive energy storage solutions and ensuring grid stability. Its compact design also requires significantly less land area.
• Traditional Nuclear: It offers inherently safer designs, smaller modular units for easier deployment, and a reduced volume of long-lived radioactive waste, addressing key public concerns.
• Other Advanced Nuclear/Fusion Startups: DEEP FISSION positions its Deep Fission process as closer to commercialization than many futuristic fusion projects, offering distinct advantages in safety and waste management compared to some other Small Modular Reactor (SMR) designs.

6. Leadership Team

Elizabeth Muller, President and Chief Executive Officer, leads the company, bringing extensive experience in energy sector leadership and strategic development. A highly credentialed technical team supports her, including Dr. Ben Carter, Chief Technology Officer, a recognized pioneer in compact reactor design and advanced nuclear physics. The management team includes scientists, engineers, and business professionals with deep expertise in nuclear technology, regulatory affairs, and energy markets.

7. Trading Information

DEEP FISSION, INC. applied to list its shares on the OTCQB Venture Market. This market, generally for smaller, developing companies, typically has lower trading volumes and higher price volatility than national exchanges. The expected ticker symbol is DFIS, though this awaits final approval.

8. Offering Details

Existing selling stockholders are offering to resell up to approximately 5.46 million shares. They offer these shares at a fixed price of $15.00 per share. This price matches the per-share price at which these stockholders acquired their shares in the company's February 2024 private placement. Once shares begin trading on the OTCQB, their market price will fluctuate based on supply and demand, potentially differing from this offering price.