Deep Fission seeks Nasdaq IPO after earlier reverse merger, citing funding needs for underground reactor plans

Deep Fission, a nuclear startup developing subterranean reactors aimed at supplying electricity to AI data centers, has filed to raise money in a Nasdaq initial public offering, according to a registration statement filed May 20. The company is seeking to sell shares in a stated price range of $24 to $26, a deal that would value Deep Fission at up to $1.66 billion.

The filing follows Deep Fission’s earlier effort to reach public markets through a reverse merger with Surfside Acquisition. Last September, the company said the transaction had been completed and that it raised $30 million in a concurrent private placement priced at $3 per share. The reverse merger made Deep Fission a reporting company with U.S. Securities and Exchange Commission obligations, but its stock never traded. Deep Fission previously said it intended to list on the OTCQB marketplace, though searches of OTCQB did not return results, and in its S-1 the company stated that its stock has never been publicly traded.

In the S-1, Deep Fission included a “going concern” warning and said it could run out of money within the next 12 months if it does not complete the IPO. The company reported that its deficit had grown to $88.1 million as of March, up from $56.2 million previously, and said cash and cash equivalents declined by $6.4 million—about 7%—over the last month and a half.

Deep Fission also updated investors on its technical timeline and drilling work. The company said it began drilling the first of three test wells in March, with the initial well intended to gather data down to 6,000 feet. It said future commercial-scale boreholes would likely need to be 30 to 50 inches in diameter and about a mile deep, though it added that final dimensions have not been settled and that it is prioritizing drilling.

The company disclosed it has received an $80 million equity investment that includes $20 million from data center developer Blue Owl, which also signed a non-binding memorandum of understanding for future Deep Fission power plants. Deep Fission did not comment to TechCrunch, citing the quiet period ahead of its proposed IPO.