DEEP FISSION, INC.

Previous wording

You should read the following discussion and analysis of our financial condition and results of operations together with our interim unaudited condensed consolidated financial statements and the related notes and other financial information included in this Quarterly Report. Certain statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are forward-looking statements that involve risks and uncertainties as described under the heading “Cautionary Note on Forward-Looking Statements” and Part I, Item 1A, “Risk Factors” in the Annual Report on Form 10-K. The forward-looking statements are not historical facts, but rather are based on management’s current expectations, estimates, forecasts, projections, beliefs and assumptions and on information available to us as of the date of this Quarterly Report about our industry and business. Our actual results could differ materially from the results contemplated by these forward-looking statements.

Current wording

You should read the following discussion and analysis of our financial condition and results of operations together with our interim unaudited condensed consolidated financial statements and the related notes and other financial information included in this Quarterly Report. Certain statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are forward-looking statements that involve risks and uncertainties as described under the heading “Cautionary Note on Forward-Looking Statements” and Part I, Item 1A, “Risk Factors” in this quarterly report. The forward-looking statements are not historical facts, but rather are based on management’s current expectations, estimates, forecasts, projections, beliefs and assumptions and on information available to us as of the date of this Quarterly Report about our industry and business. Our actual results could differ materially from the results contemplated by these forward-looking statements.

Previous wording

We are a nuclear energy technology company developing a small modular reactor (“SMR”) based on established pressurized water reactor (“PWR”) technology, with novel emplacement in deep boreholes approximately one mile below the Earth’s surface. Our reactor, which we refer to as the Gravity Reactor, will leverage subsurface conditions to support key containment and operating functions, including the use of hydrostatic pressure from a water column within the borehole to support reactor operating pressure and cooling, and the surrounding geological formation to provide structural confinement and shielding. This approach is intended to reduce reliance on large surface containment structures and other safety-related infrastructure associated with conventional nuclear power plants, support faster deployment timelines, improve security, enhance safety, and enable lower capital and operating costs relative to conventional nuclear facilities, while reducing exposure to environmental and other surface-level hazards.

Current wording

We are an early-stage nuclear energy technology company developing a small modular reactor (“SMR”) based on established pressurized water reactor (“PWR”) technology, with novel emplacement in deep boreholes approximately one mile below the Earth’s surface. Our reactor, which we refer to as the Gravity Reactor, is designed to leverage subsurface conditions to support key containment and operating functions, including the use of hydrostatic pressure from a water column within the borehole to support reactor operating pressure and cooling, and the surrounding geological formation to provide structural confinement and shielding. This approach is intended to reduce reliance on large surface containment structures and other safety-related infrastructure associated with conventional nuclear power plants, and is designed to support faster deployment timelines, improve security, enhance safety, and enable lower capital and operating costs relative to conventional nuclear facilities, while potentially reducing exposure to environmental and other surface-level hazards.

Previous wording

Our commercialization strategy is based on a phased deployment plan designed to move toward commercialization in the next three years. Given that reactor criticality using established PWR technology is well understood, we are prioritizing validation of the hardest and most differentiated parts of our system, to reduce risk earlier and move more directly toward a commercialization outcome. Our key demonstration objectives include drilling to depth at commercial scale, installing and integrating a nuclear system a mile underground, and operating as part of a complete energy ecosystem. Critically, we aim to prove that each of these milestones can be achieved on a timeline sufficient to meet the AI-driven surge in demand for energy. We are currently participating in the U.S. Department of Energy (“DOE”) Reactor Pilot Program and expect to demonstrate our system as part of that program.

Current wording

Our commercialization strategy is based on a phased deployment plan under which we are targeting initial commercial deployment as early as 2027. Given that reactor criticality using established PWR technology is well understood, we are prioritizing validation of the hardest and most differentiated parts of our system, to reduce risk earlier and move more directly toward a commercialization outcome. Our key demonstration objectives include drilling to depth at commercial scale, installing and integrating a nuclear system a mile underground, and operating as part of a complete energy ecosystem. Critically, we aim to prove that each of these milestones can be achieved on a timeline sufficient to meet the AI-driven surge in demand for energy. We are currently participating in the U.S. Department of Energy (“DOE”) Reactor Pilot Program and expect to demonstrate our system as part of that program.

Previous wording

The first phase of our phased deployment plan involves engineering validation and proof of concept wells. We have a long-term lease for approximately 100 acres located within the Great Plains Industrial Park in Parsons, Kansas (the “Kansas Site”) and have commenced initial field development activities at the site. As part of this phase, we have completed our data acquisition well to gather real-world data up to 6,000 feet deep. We are currently advancing our second, near full-scale proof-of-concept well, which is intended to further validate our drilling and emplacement approach. We continue to advance our reactor design in parallel with these activities, including planning additional drilling activities and conducting related engineering and safety analysis, and we are targeting completion of these activities by the end of the year. The balance of this year and into 2027 will be focused on the delivery of key components for full-system installation, including well casing, our reactor canister, and heat exchanger, as well as design completion.

Current wording

The first phase of our phased deployment plan involves engineering validation and proof of concept wells. We have a long-term lease for approximately 100 acres located within the Great Plains Industrial Park in Parsons, Kansas (the “Kansas Site”) and have commenced initial field development activities at the site. As part of this phase, we have already completed our first data acquisition well to gather real-world data up to 6,000 feet deep. We are currently advancing our second, near full-scale proof-of-concept well, which is intended to further validate our drilling and emplacement approach. We continue to advance our reactor design in parallel with these activities, including planning additional drilling activities and conducting related engineering, safety analysis and emplacement work, and we are targeting completion of these activities in the coming months. In September 2026, the Company entered into a non-binding memorandum of understanding with Youngquist Brothers, LLC (“Youngquist”) to evaluate and test drilling and borehole-construction methods to support the Company’s underground reactor deployment model. Neither party is obligated to enter into a definitive agreement or pursue any project beyond the evaluation and testing contemplated by the memorandum of understanding, and there can be no assurance that the collaboration will result in a commercial agreement, a broader or longer-term commercial relationship, or any future project. In September 2026, we lowered a full-size prototype canister into a 34-inch-wide borehole, aligned it and brought it back to the surface. The balance of this year and into 2027 will be focused on the delivery of key components for full-system installation, including well casing, our reactor canister, and heat exchanger, as well as LEU fabrication and loading.

Previous wording

The second phase of our phased deployment plan involves DOE authorization and one or more commercial pilot wells. Subsequent to quarter end, the DOE conditionally approved our Nuclear Safety Design Agreement for the Gravity Reactor, allowing us to advance to the next phase of the DOE review process, including submission of a Preliminary Documented Safety Analysis. Subject to further DOE authorization, we intend to demonstrate the Gravity Reactor, and apply for a commercial license with the U.S. Nuclear Regulatory Commission (“NRC”) in 2027, converting the same pilot reactor to commercial operation. We are working closely with both the DOE and the NRC to align demonstration and licensing, as we are aiming to move these efforts forward together rather than advancing them in sequence.

Current wording

The second phase of our phased deployment plan involves DOE authorization and one or more commercial pilot wells. In July 2026, the DOE approved our Nuclear Safety Design Agreement for the Gravity Reactor, allowing us to advance to the next phase of the DOE review process, including submission of a Preliminary Documented Safety Analysis. Subject to further DOE authorization, we intend to demonstrate the Gravity Reactor, and apply for a commercial license with the U.S. Nuclear Regulatory Commission (“NRC”) in the first half of 2027, converting the same pilot reactor to commercial operation. We are working closely with both the DOE and the NRC to align demonstration and licensing, as we are aiming to move these efforts forward together rather than advancing them in sequence.

Previous wording

The third and final phase of our phased deployment plan involves the construction of surface facilities and seeking high-volume commercial licensing for deployment of multiple reactors at a single site through clustered boreholes, and subsequently, at multiple sites. We are targeting as early as 2027 to seek such high-volume commercial licensing with the NRC, and anticipate at least a one-year lag between the start of construction and revenue recognition.

Current wording

The third and final phase of our phased deployment plan involves the construction of surface facilities and seeking high-volume commercial licensing for deployment of multiple reactors at a single site through clustered boreholes, and subsequently, at multiple sites. We are targeting as early as 2027 to seek such high-volume commercial licensing with the NRC, and anticipate at least a one-year lag between the start of construction and revenue recognition. We are targeting initial commercial deployment as early as 2027 of up to 5 MWe, which we expect to connect directly to transmission lines. This initial deployment is separate from our Master Energy Purchase Agreement with the Great Plains Development Authority, which covers an initial phase of 150 MW at the Great Plains Industrial Park targeted for commercial operation in September 2028.

Previous wording

On June 22, 2026, the Company completed its IPO of 2,500,000 shares of its common stock at a public offering price of $16.00 per share. The gross proceeds to the Company from the public offering were $40.0 million. After deducting underwriting discounts and commissions and offering expenses payable by the Company, net proceeds from the IPO were $34.3 million. As part of the IPO, the Company granted the underwriters a 30-day option to purchase up to an additional 375,000 shares of its common stock at the initial public offering price for any over-allotment, less underwriting discounts and commissions. Subsequent to June 30, 2026, the option expired unexercised, and no additional shares were issued by the Company.

Current wording

On June 22, 2026, the Company completed its IPO of 2,500,000 shares of its common stock at a public offering price of $16.00 per share. The gross proceeds to the Company from the public offering were $40.0 million. After deducting underwriting discounts and commissions and offering expenses paid by the Company, net proceeds from the IPO were $34.3 million. As part of the IPO, the Company granted the underwriters a 30-day option to purchase up to an additional 375,000 shares of its common stock at the initial public offering price for any over-allotment, less underwriting discounts and commissions. On July 17, 2026, the option expired unexercised, and no additional shares were issued by the Company.

Previous wording

The interim unaudited condensed consolidated financial statements and related footnotes included in this Quarterly Report include descriptions of Legacy Deep Fission’s previously outstanding common stock; however, in connection with the Merger, all shares of Legacy Deep Fission common stock were converted into the right to receive shares of our common stock. See “The Merger” and “The September 2025 Private Placement” above for detailed information regarding the Transactions and the related conversion of the shares of Legacy Deep Fission’s common stock.

Current wording

The interim unaudited condensed consolidated financial statements and related footnotes included in this Quarterly Report include descriptions of Legacy Deep Fission’s previously outstanding common stock; however, in connection with the Merger, all shares of Legacy Deep Fission common stock were converted into the right to receive shares of our common stock. See “*The Merger”*and “The September 2025 Private Placement” above for detailed information regarding the Merger and the September 2025 Private Placement and the related conversion of the shares of Legacy Deep Fission’s common stock.

Previous wording

General and administrative expenses primarily consist of costs associated with administrative staff salaries, facilities, utilities, insurance, marketing and advertising, stock-based compensation, legal fees and other office expenses related to our business functions.

Current wording

General and administrative expenses primarily consist of costs associated with administrative staff personnel costs, including salaries, employee benefit costs, bonuses and stock-based compensation expense, as well as legal and professional fees, marketing and advertising, business development, insurance, facilities, utilities, and other office expenses related to our business functions.

Previous wording

Research and development expenses primarily represent costs incurred to develop our technology. These costs consist of personnel costs, including salaries, employee benefit costs, bonuses and stock-based compensation expenses, software costs, computing costs, hardware and experimental supplies, and expenses for outside engineering contractors for analytical work and consulting costs. We expense all research and development costs in the periods in which they are incurred.

Current wording

Research and development expenses primarily represent costs incurred to develop our technology. These costs consist of personnel costs, including salaries, employee benefit costs, bonuses and stock-based compensation expense, software costs, computing costs, hardware and experimental supplies, and expenses for outside engineering contractors for analytical work and consulting costs. We expense all research and development costs in the periods in which they are incurred.

Previous wording

Other non-operating income (expense) consists primarily of change in fair value of SAFE Notes (as defined below), interest income, interest expenses, and other miscellaneous expenses.

Current wording

Other non-operating income (expense) consists primarily of change in fair value of SAFE Notes, interest income, interest expenses, and other miscellaneous expenses.

Previous wording

General and administrative expenses increased by $25.0 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in general and administrative expenses was primarily attributable to a $15.3 million increase in non-cash stock-based compensation expense, as well as increased legal and compliance costs, marketing costs, and salary and benefit costs due to an increase in the number of employees year over year.

Current wording

General and administrative expenses increased by $3.4 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase in general and administrative expenses was primarily attributable to increased legal, accounting, audit, listing and compliance costs, marketing and branding costs, higher insurance costs, and increased personnel costs due to an increase in the number of employees year over year, partially offset by a decrease in non-cash stock-based compensation expense during the quarter.

Previous wording

Research and development expenses increased by $17.4 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily attributable to the advancement of the Company’s operating plans and progression of first phase of the Company’s phased deployment plan, as well as higher salary, non-cash stock-based compensation expense, and benefit costs associated with increased headcount, and increased consulting fees supporting research and development activities.

Current wording

Research and development expenses increased by $9.5 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase was primarily attributable to the advancement of the Company’s operating plans and progression of the first phase of the Company’s phased deployment plan, including increased reactor pilot project manufacturing, construction, design, and pre-operational activities. The increase was also driven by higher personnel costs and non-cash stock-based compensation expense associated with increased headcount year over year.

Previous wording

Other non-operating income increased by $2.3 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This increase was primarily driven by the absence of a loss from the change in fair value of SAFE Notes in the current period, as all SAFE Notes were converted into common stock in connection with the Merger prior to June 30, 2026. Interest income for the three months ended June 30, 2026 consisted primarily of interest earned on the February 2026 Private Placement funds.

Current wording

Other non-operating income (expense) increased by $37.4 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This increase was primarily driven by the absence of a loss from the change in fair value of SAFE Notes in the current period, as all SAFE Notes were converted into common stock in connection with the Merger on September 5, 2025. Interest income for the three months ended September 30, 2026 consisted primarily of interest earned on the February 2026 Private Placement and IPO funds.

Previous wording

General and administrative expenses increased by $12.1 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in general and administrative expenses was primarily attributable to a $5.8 million increase in non-cash stock-based compensation expense, as well as increased legal and compliance costs, marketing costs, and salary and benefit costs due to an increase in the number of employees year over year.

Current wording

General and administrative expenses increased by $28.4 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase in general and administrative expenses was primarily attributable to a $15.1 million increase in non-cash stock-based compensation expense, as well as increased legal and professional fees, accounting, audit, compliance and listing costs, marketing and branding costs, and higher personnel costs due to an increase in the number of employees year over year.

Previous wording

Research and development expenses increased by $24.6 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily attributable to the advancement of the Company’s operating plans and progression of first phase of the Company’s phased deployment plan, as well as higher salary, non-cash stock-based compensation expense, and benefit costs associated with increased headcount, and increased consulting fees supporting research and development activities.

Current wording

Research and development expenses increased by $34.1 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase was primarily attributable to the advancement of the Company’s operating plans and progression of the first phase of the Company’s phased deployment plan, including increased reactor pilot project manufacturing, construction, design, and pre-operational activities. The increase was also driven by higher personnel and non-cash stock-based compensation expense associated with increased headcount year over year.

Previous wording

Other non-operating income increased by $4.2 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. This increase was primarily driven by the absence of a loss from the change in fair value of SAFE Notes in the current period, as all SAFE Notes were converted into common stock in connection with the Merger prior to June 30, 2026. Interest income for the six months ended June 30, 2026 consisted primarily of interest earned on the February 2026 Private Placement funds.

Current wording

Other non-operating income (expense) increased by $41.6 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. This increase was primarily driven by the absence of a loss from the change in fair value of SAFE Notes in the current period, as all SAFE Notes were converted into common stock in connection with the Merger on September 5, 2025. Interest income for the nine months ended September 30, 2026 consisted primarily of interest earned on the February 2026 Private Placement and IPO funds.

Previous wording

Since our inception, we have financed our operations primarily through the issuance and sale of our equity securities. Our primary requirements for liquidity and capital are to finance working capital and capital expenditures associated with operating and managing the Company, as well as for general corporate purposes. As of June 30, 2026, our principal source of liquidity was our cash and cash equivalents of $93.0 million.

Current wording

Since our inception, we have financed our operations primarily through the issuance and sale of our equity securities. Our primary requirements for liquidity and capital are to finance working capital and capital expenditures associated with operating and managing the Company, as well as for general corporate purposes. As of September 30, 2026, our principal source of liquidity was our cash and cash equivalents of $63.4 million and investments in highly liquid available-for-sale securities of $8.3 million.

Previous wording

On February 5, 2026, the Company issued and sold 5,333,333 shares of common stock at a purchase price of $15.00 per share, to certain accredited and institutional investors pursuant to the subscription agreements for an aggregate purchase price of $80.0 million. The aggregate net proceeds to the Company from the offering was approximately $75.1 million, after deducting fees to the placement agents and expenses paid by the Company.

Current wording

On February 5, 2026, the Company issued and sold 5,333,333 shares of common stock at a purchase price of $15.00 per share, to certain accredited and institutional investors pursuant to the subscription agreements for an aggregate purchase price of $80.0 million. The aggregate net proceeds to the Company from the offering were approximately $75.1 million, after deducting fees to the placement agents and expenses paid by the Company.

Previous wording

We expect to use our proceeds from the 2026 Private Placement and IPO for general working capital and corporate purposes, including towards the engineering, research and development of our first pilot nuclear reactor and related technologies. A portion of the net proceeds from the 2026 Private Placement and IPO will also be used to cover management, overhead, legal and accounting fees and expenses and could include potential acquisitions of complementary businesses or assets (though none is currently contemplated). Based on our expectation of continued operating losses for at least the near term and our current operating plan, we anticipate our existing cash and cash equivalents, together with net proceeds from the 2026 Private Placement and IPO, will not be sufficient to fund our operations for the next twelve months, absent additional financing or material changes to our operating plan. Accordingly, we determined that there is substantial doubt about our ability to continue as a going concern for the twelve-month period following the issuance of these financial statements. In order to continue to operate our business beyond that time, we will need to raise substantial additional capital in the near term.

Current wording

We expect to use our proceeds from the February 2026 Private Placement and IPO for general working capital and corporate purposes, including towards the engineering, research and development of our first pilot nuclear reactor and related technologies. A portion of the net proceeds from the February 2026 Private Placement and IPO will also be used to cover management, overhead, legal and accounting fees and expenses and could include potential acquisitions of complementary businesses or assets (though none is currently contemplated). Based on our expectation of continued operating losses for at least the near term and our current operating plan, we anticipate our existing cash and cash equivalents, together with net proceeds from the February 2026 Private Placement and IPO, are not likely to be sufficient to fund our operations for the next twelve months, absent additional financing or material changes to our operating plan. Accordingly, we determined that there is substantial doubt about our ability to continue as a going concern for the twelve-month period following the issuance of these financial statements. In order to continue to operate our business beyond that time, we will need to raise substantial additional capital in the near term.

Previous wording

In addition to our cash and cash equivalents currently available to support these activities, we estimate that we will require substantial additional capital to complete development of, and license and commercially deploy, our first commercial reactor. We are actively evaluating potential financing sources, including equity issuances, debt financing, strategic partnerships, and other capital raising transactions. The Company has historically been able to raise capital through equity and equity-linked instruments, such as SAFE Notes and private placement equity issuances, and believes that it has a reasonable basis for its expectation that it will be able to raise additional funds. However, there can be no assurance that such financing will be available on acceptable terms, on a timely basis, or at all. To the extent that we raise additional capital through the issuance of equity or convertible securities, the ownership interests of our existing stockholders will be diluted. Moreover, the terms of such securities or any other financing may include preferences or other rights that adversely affect the value of, or rights of holders of, our common stock. Debt financing, if available, could result in additional debt service obligations, and debt financings or other financings may involve covenants that restrict our operations or financial flexibility. However, our management team will have broad discretion in making strategic decisions to execute our growth plans, and there can be no assurance that management’s decisions will result in successful achievement of our business objectives. In addition, our estimate as to the sufficiency of our current cash, cash equivalents and short-term investments and our current operating plan as discussed above are based on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we currently anticipate.

Current wording

In addition to our cash and cash equivalents currently available to support these activities, we estimate that we will require substantial additional capital to complete development of, and license and commercially deploy, our first commercial reactor. We are actively evaluating potential financing sources, including equity issuances, debt financing, strategic partnerships, and other capital raising transactions. We anticipate that future sources of liquidity will principally come from sales of common stock and other equity instruments. The Company has historically been able to raise capital through equity and equity-linked instruments, such as SAFE Notes and private placement equity issuances, and believes that it has a reasonable basis for its expectation that it will be able to raise additional funds. However, there can be no assurance that such financing will be available on acceptable terms, on a timely basis, or at all. To the extent that we raise additional capital through the issuance of equity or convertible securities, the ownership interests of our existing stockholders will be diluted. Moreover, the terms of such securities or any other financing may include preferences or other rights that adversely affect the value of, or rights of holders of, our common stock. Debt financing, if available, could result in additional debt service obligations, and debt financings or other financings may involve covenants that restrict our operations or financial flexibility. However, our management team will have broad discretion in making strategic decisions to execute our growth plans, and there can be no assurance that management’s decisions will result in successful achievement of our business objectives. In addition, our estimate as to the sufficiency of our current cash, cash equivalents and short-term investments and our current operating plan as discussed above are based on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we currently anticipate.

Previous wording

As of June 30, 2026, our cash and cash equivalents were $93.0 million. The following table shows a summary of our cash flows for the periods presented:

Current wording

As of September 30, 2026, our cash and cash equivalents were $63.4 million. The following table shows a summary of our cash flows for the periods presented:

Previous wording

Net cash used in operating activities increased by $38.8 million, to $42.5 million for the six months ended June 30, 2026, compared to the net cash used in operating activities of $3.6 million for the six months ended June 30, 2025. The increase in net cash used in operating activities was primarily attributable to increased net losses, changes in working capital, including prepaids and accounts payable, and other current liabilities.

Current wording

Net cash used in operating activities increased by $54.8 million, to $61.3 million for the nine months ended September 30, 2026, compared to the net cash used in operating activities of $6.5 million for the nine months ended September 30, 2025. The increase in net cash used in operating activities was primarily attributable to increased net losses, changes in working capital, including prepaids and other assets, partially offset by increases in accounts payable, and accrued liabilities.

Previous wording

Net cash used in investing activities increased by $49.0 thousand, to $78.0 thousand for the six months ended June 30, 2026, compared to the net cash used in investing activities of $29.0 thousand for the six months ended June 30, 2025. The increase was immaterial and driven by additions to property and equipment.

Current wording

Net cash used in investing activities increased by $8.4 million, to $8.4 million for the nine months ended September 30, 2026, compared to the net cash used in investing activities of $28 thousand for the nine months ended September 30, 2025. Net cash used in investing activities was primarily attributable to purchases of available-for-sale securities.

Previous wording

Net cash provided by financing activities increased by $110.1 million, to $111.8 million for the six months ended June 30, 2026, compared to the net cash provided by financing activities of $1.7 million for the six months ended June 30, 2025. The increase in net cash provided by financing activities was primarily attributable to proceeds from the 2026 Private Placement and the IPO, net of offering and underwriting costs.

Current wording

Net cash provided by financing activities increased by $79.4 million, to $109.4 million for the nine months ended September 30, 2026, compared to the net cash provided by financing activities of $30.0 million for the nine months ended September 30, 2025. The increase in net cash provided by financing activities was primarily attributable to proceeds from the February 2026 Private Placement and the IPO, net of offering and underwriting costs.

Previous wording

In February 2026, the Company entered into an operating lease, as the lessee, for approximately 100 acres located within the Great Plains Industrial Park in Parsons, Kansas (the “Kansas Site”), with a noncancelable lease term of approximately two years. The Company has commenced initial site development activities intended to inform borehole design, drilling techniques, and site suitability for future reactor deployment. The lease agreement includes renewal options, as well as a mandatory purchase option for a purchase price of approximately $5 million if the Company is granted a license for commercial operation of the future reactor by the NRC at the Kansas Site; however, these options have not been included in the lease term as the Company is not reasonably certain to exercise them at this time.

Current wording

In February 2026, the Company entered into an operating lease, as the lessee, for approximately 100 acres located within the Great Plains Industrial Park in Parsons, Kansas (the “Kansas Site”). The agreement provides for a contractual term of 99 years, with two 25-year renewal options; however, for purposes of ASC 842, the Company determined the lease term to be the two-year minimum noncancelable period, as it is not reasonably certain to continue the lease beyond that period. The lease agreement also includes a mandatory purchase option for a purchase price of approximately $5.0 million if the Company is granted a license for commercial operation of the future reactor by the NRC at the Kansas Site. The Company has commenced initial site development activities intended to inform borehole design, drilling techniques, and site suitability for future reactor deployment. In connection with the Kansas Site, the Company will be subject to requirements related to plugging and abandonment once drilling of the non-nuclear demonstration borehole begins. During the three months ended September 30, 2026, the Company purchased a surety bond and deposited funds in the amount of $0.9 million to provide financial assurance for coverage of the future plugging and abandonment costs of the well in conjunction with obtaining the permit to drill. The surety bond is recorded in Other non-current assets on the Company’s interim unaudited condensed consolidated balance sheets.

Previous wording

In 2025, the Company issued SAFE Notes in exchange for cash financing. The SAFE Notes converted into our common stock in connection with the Merger in September 2025. The Company accounted for its SAFE Notes as derivatives under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, and presented them as long-term liabilities in the accompanying consolidated balance sheets. The determination of fair value for the Company’s SAFE Notes required significant judgment and the use of estimates. We have described the valuation of the SAFE Notes in Note 4 to our unaudited condensed consolidated financial statements included in this Quarterly Report.

Current wording

In 2025, the Company issued SAFE Notes in exchange for cash financing. The SAFE Notes converted into our common stock in connection with the Merger in September 2025. The Company accounted for its SAFE Notes as derivatives under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, and presented them as long-term liabilities in the accompanying condensed consolidated balance sheets. The determination of fair value for the Company’s SAFE Notes required significant judgment and the use of estimates. We have described the valuation of the SAFE Notes in Note 5 to our unaudited condensed consolidated financial statements included in this Quarterly Report.