FISN · Deep Fission, Inc. Common Stock

Deep Fission, Inc.'s disclosure under Item 4.02 signals material weaknesses in financial reporting integrity, specifically in the valuation of Simple Agreements for Future Equity (SAFEs) and Stock-Based Compensation (SBC). These errors undermine investor confidence in the reliability of key financial statements filed throughout 2025, including unaudited Q2 and Q3 interim results and audited annual statements for 2024 and the 2023 inception period. The affected filings span a Form 8-K (Sept 11, 2025), Form S-1/A (Dec 30, 2025), and Form 10-Q (Nov 14, 2025), highlighting broad exposure across multiple SEC submissions. While the Company is quantifying the impact, the anticipated need for restatements in the upcoming 2025 10-K underscores potential adjustments to equity-related balances and expenses, though reassuringly, cash flows remain unaffected due to the non-cash nature. This preliminary assessment, discussed with independent auditors Grant Thornton LLP—who were recently appointed and did not review the prior statements—may evolve, introducing uncertainty. Investors should monitor the 10-K for revised figures, as such restatements often trigger volatility and questions about internal controls over complex equity instruments common in growth-stage firms.