Deep Fission, Inc. - 8-K

Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.

On April 9, 2026, the Board of Directors (the “Board”)
of Deep Fission, Inc. (the “Company”), in consultation with management, concluded that the following previously issued consolidated
financial statements of the Company for which the Company is required to provide financial statements under Regulation S-X (and any related
financial information, including that included in press releases, shareholder communications, investor presentations or other materials
describing relevant portions of such financial statements) should no longer be relied upon because of errors in such financial statements
related to valuations of Simple Agreement for Future Equity (“SAFEs”) and Stock-Based Compensation (“SBC”):

·

The Unaudited Condensed Financial Statements as of and for the six months ended June 30, 2025 and 2024 of the Company (the “Q2 Interim Financial Statements”) that was included as an exhibit to the Company’s current report on Form 8-K filed with the SEC on September 11, 2025.

·

The Audited Financial Statements
as of and for the year ended December 31, 2024 and for the period from July 17, 2023 (inception) through December 31, 2023 of the
Company (the “Annual Financial Statements”) that was included in the Company’s Form S-1/A filed with the SEC on
December 30, 2025.

·

The Unaudited Condensed Financial Statements as of and for the three and nine months ended September 30, 2025 and 2024 of the Company (the “Q3 Interim Financial Statements,” and together with the Q2 Interim Financial Statements, the “Interim Financial Statements”) that was included in the Company’s quarterly report on Form 10-Q filed with the SEC on November 14, 2025 for the period ended September 30, 2025.

The accounting errors relate to certain inputs and assumptions used
in the valuation models for SAFEs and SBC, which are used to record the fair value of SAFEs and compensation expense for various equity
agreements. The Company is currently evaluating the quantitative impact of the errors on each of the Interim and Annual Financial Statements.
While the full extent of the impact has not yet been determined, the Company expects that a restatement of certain Interim and Annual
Financial Statements will be required.

The Company intends to file its Annual Report on Form 10-K for the
year ended December 31, 2025 (the “2025 10-K”) which will include a restatement of the required financial statements. The
restatement is not expected to affect the Company’s previously reported cash flows, as the impacted transactions were non-cash.
This identification of errors is preliminary, unaudited and may be subject to change (including the potential identification of additional
errors) as we complete our procedures and prepare the 2025 10-K.

The Audit Committee of the Board, along with management, discussed
with Grant Thornton LLP, the Company’s independent public accounting firm, the matters disclosed in this filing pursuant to this
Item 4.02(a).

Grant Thornton LLP has not audited or reviewed the Interim and Annual
Financial Statements. As noted in the Company’s current report on Form 8-K filed with the SEC on March 5, 2026, Grant Thornton LLP
has been appointed to audit the Company’s financial statements for the year ended December 31, 2025 and reaudit the financial statements
for the year ended December 31, 2024.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements relate to, among
others, our plans, objectives and expectations for our business, operations and financial performance and condition, and can be identified
by terminology such as “may,” “should,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “will,” “could,” “project,”
“target,” “potential,” “continue” and similar expressions that do not relate solely to historical
matters or actual results. Forward-looking statements are based on management’s belief and assumptions and on information currently
available to management. Although we believe that the expectations reflected in forward-looking statements are reasonable, such statements
involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be
materially different from any future results, performance or achievements expressed or implied by forward-looking statements.

Forward-looking statements include, but are not limited to, statements
about: expectations of the filing of the 2025 10-K; and the financial statements to be restated and the filings in which such restated
financial statements will appear.

We have based these forward-looking statements largely on our current
expectations and projections about future events and trends that we believe may affect our financial condition, operating results, business
strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject
to a number of risks, uncertainties, and assumptions. Important factors that may affect actual results are described under “Risk
Factors” and “Special Note Regarding Forward-Looking Statements” in Deep Fission’s registration statement on Form
S-1 filed with the SEC (as amended or supplemented), and in other filings Deep Fission makes with the SEC. Moreover, we operate in a highly
regulated environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess
the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions,
the future events and trends discussed in this Current Report may not occur and actual results could differ materially and adversely from
those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions
of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe
that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or
achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Current
Report or to conform these statements to actual results or revised expectations, except as required by law.

You should read this Current Report and the documents that we reference
in this Current Report as exhibits with the understanding that our actual future results, performance, and events and circumstances may
be materially different from what we expect.

In addition, statements that “we believe” and similar statements
reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of
this Current Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited
or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all
potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon
these statements.