UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 – Entry into a Material Definitive Agreement
Deep Fission, Inc., which we refer to as “Deep Fission” or the “Company”, reports that on November 17, 2025, the Company and the United States Department of Energy fully executed and delivered an Other Transaction Agreement for Reactor Authorization, effective as of November 14, 2025, which we refer to as the “Agreement”. The Agreement sets out the terms under which the Department of Energy will authorize and oversee Deep Fission’s underground nuclear reactor system test reactor deployment as part of the federal reactor authorization pilot program established under Executive Order 14301, which directs the Department of Energy to support the construction and operation of qualified test reactors outside the National Laboratory system. The Agreement, issued under the Department of Energy’s authority in the Atomic Energy Act and Executive Order 14301, governs the first phase of the program and describes the Department of Energy’s oversight responsibilities, including approving the reactor’s safety basis and granting startup authorization.
Either party may terminate the Agreement upon 30 days’ written notice, and the Department of Energy may terminate it immediately in the case of a material breach, insolvency, or other specified circumstances. If the Agreement is terminated, the Department of Energy’s authorization for reactor operations ends immediately, and Deep Fission becomes responsible for obtaining any required licensing from the Nuclear Regulatory Commission.
The foregoing description of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1 | Other Transaction Agreement for Reactor Authorization, dated November 14, 2025, between Deep Fission, Inc. and the U.S. Department of Energy. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DEEP FISSION, INC. | |
| Date: November 21, 2025 | /s/ JON GORDON |
| Jon Gordon | |
| General Counsel & Secretary |