SC 14F1: Statement regarding change in majority of directors [Rule 14f-1]
Published on August 25, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
SURFSIDE ACQUISITION INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000- 56407 | 87-4265302 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (IRS Employer Identification No.) |
55 NE 5th Ave., Suite 401
Boca Raton, Florida 33432
(Address of Principal Executive Offices, including Zip Code)
+1-561 464-2841
(Registrant’s telephone number, including area code)
Approximate Date of Mailing: August 25, 2025
Surfside Acquisition Inc.
55 NE 5th Ave., Suite 401,
Boca Raton, Florida 33432
Tel: +1-561-989-2208
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
August 25, 2025
This Information Statement is being mailed to holders of record of shares of common stock, par value $0.0001 per share, of Surfside Acquisition Inc., a Delaware corporation, in accordance with the requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 promulgated thereunder.
THIS INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR INFORMATIONAL PURPOSES AND NOT IN CONNECTION WITH ANY VOTE OF THE STOCKHOLDERS OF SURFSIDE ACQUISITION INC. NO PROXIES ARE BEING SOLICITED AND YOU ARE NOT REQUESTED TO SEND A PROXY.
If you have questions about or would like additional copies of this Information Statement, you should contact Ian Jacobs, Chief Executive Officer, President, Chief Financial Officer, Secretary and Director of Surfside Acquisition Inc., 55 NE 5th Ave., Suite 401, Boca Raton, Florida 33432; Telephone: +1-561-989-2208.
| By Order of the Board of Directors, | |
| /s/ Ian Jacobs | |
| President, Chief Executive Officer, Chief Financial Officer, Secretary and Director |
Boca Raton, Florida
August 25, 2025
INTRODUCTION
This Information Statement is being mailed on or about August 25, 2025, to the holders of record as of August 25, 2025, of shares of common stock, par value $0.0001 per share (the “Common Stock”), of Surfside Acquisition Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), in accordance with the requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 promulgated thereunder. This Information Statement relates to an anticipated change in the composition of our Board of Directors (the “Board”) that is expected to occur in connection with a proposed merger to be completed by and among the Company, a newly formed wholly-owned subsidiary of the Company (“Merger Sub”), and Deep Fission, Inc., a privately held Delaware corporation (“Deep Fission”), pursuant to which Merger Sub would merge with and into Deep Fission, with Deep Fission continuing as the surviving entity (the “Merger”) and as our wholly-owned subsidiary. The Merger would occur pursuant to an Agreement and Plan of Merger and Reorganization expected to be entered into by and among the Company, Deep Fission and Merger Sub (the “Merger Agreement”). In connection with the Merger, the Company intends to change its name to “Deep Fission, Inc.” and Deep Fission intends to change its name to Deep Fission Nuclear Corporation.
Pursuant to the terms of the proposed Merger Agreement, it is expected that all outstanding shares of capital stock of Deep Fission, will be converted into shares of our Common Stock, such that the holders of Deep Fission equity before the proposed Merger will own approximately 95.6% of the outstanding shares of our Common Stock after the Merger (before giving effect to a potential private placement offering of Common Stock by the Company that we expect will be consummated simultaneously with or immediately after the proposed Merger (the “Proposed Offering”)).
The proposed Merger Agreement contemplates a change in the composition of the entire Board at the closing of the Merger (the “Effective Time”), which will be no earlier than the tenth day following the date this Schedule 14F-1 is filed with the Securities and Exchange Commission (the “SEC”) and mailed to our stockholders. Pursuant to the terms of the proposed Merger Agreement, immediately following the Effective Time, the Board, which currently consists of Ian Jacobs and Mark Tompkins, will appoint Elizabeth Muller and Richard Muller as directors to serve on the Board, and Mr. Jacobs and Mr. Tompkins will resign from all officer and director positions with the Company, as applicable, immediately prior to such appointments taking effect.
The foregoing description of the proposed Merger Agreement does not purport to be complete and is qualified in its entirety by the terms of the actual Merger Agreement, which has yet to be agreed-upon or executed. We plan to file a copy of the executed version of the Merger Agreement as an exhibit to a Current Report on Form 8-K that will be filed with the SEC following the execution and consummation of such agreement.
No action is required by our stockholders in connection with this Information Statement. However, Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder require that we mail to our stockholders of record the information set forth in this Information Statement at least ten (10) days prior to the date a change in a majority of our directors occurs (otherwise than at a meeting of our stockholders). Accordingly, the change in a majority of our directors will not occur until at least ten (10) days following the mailing of this Information Statement.
Please read this Information Statement carefully. It describes the terms of the proposed Merger Agreement and contains certain biographical and other information concerning our executive officers and directors after completion of the proposed Merger. All Company filings and exhibits thereto are available to the public at the SEC’s website at http://www.sec.gov.
VOTING SECURITIES
As of the date of this Information Statement, our Common Stock is the only class of equity securities that is currently outstanding and entitled to vote at a meeting of our stockholders. Each share of Common Stock entitles the holder thereof to one vote. As of August 25, 2025, there were 5,000,000 shares of our Common Stock issued and outstanding. No vote or other action of our stockholders is required in connection with this Information Statement.
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CHANGE OF CONTROL
Pursuant to the terms of the proposed Merger Agreement by and among the Company, Merger Sub and Deep Fission, at the Effective Time of the Merger, Deep Fission will become our wholly-owned subsidiary.
The transactions contemplated by the proposed Merger Agreement are intended to be a reorganization pursuant to the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.
We anticipate that the shares of our Common Stock to be issued in connection with the proposed Merger will be issued in reliance upon exemptions from registration pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D under the Securities Act.
In addition, under Rule 145a of the Securities Act, the Merger would be deemed to involve an offer and sale of shares of our Common Stock to you. These transactions will also not be registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and Rule 506(b) of Regulation D promulgated by the SEC thereunder.
As described above, the proposed Merger Agreement contemplates a change in the composition of the entire Board at the Effective Time. Pursuant to the terms of the proposed Merger Agreement, immediately following the Effective Time, the Board, which currently consists of Ian Jacobs and Mark Tompkins, will appoint Elizabeth Muller and Richard Muller to serve on the Board, and Mr. Jacobs and Mr. Tompkins will resign from all officer and director positions with the Company, as applicable, immediately prior to such appointments taking effect. Because of the issuance of securities contemplated by the proposed Merger Agreement as well as the election of the directors proposed to take office as of the Effective Time, the consummation of the proposed Merger would result in a change-of-control of the Company.
Our completion of the transactions contemplated under the proposed Merger Agreement is subject to the execution and delivery of the proposed Merger Agreement by the parties thereto and to the satisfaction or waiver of the conditions to closing to be set forth in the proposed Merger Agreement, including, among other things, preparation, filing and distribution to our stockholders of this Information Statement. There can be no assurance that the proposed Merger Agreement will be executed and delivered or that the Merger will be completed.
DIRECTORS AND EXECUTIVE OFFICERS
The following discussion sets forth information regarding our current directors and executive officer and our proposed directors and executive officers after completing the transactions contemplated by the proposed Merger Agreement. If any proposed director listed in the tables below should become unavailable for any reason, which we do not currently anticipate, the directors will vote for any substitute nominee or nominees who may be designated by Deep Fission prior to the Effective Time.
Current Directors and Executive Officer
The following table sets forth certain information regarding our current directors and executive officer as of the date of this Information Statement:
| Name | Age | Position | ||
| Ian Jacobs | 48 | Chief Executive Officer, President, Chief Financial Officer, Secretary and Director | ||
| Mark Tompkins | 62 | Director |
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Ian Jacobs has served as the Company’s President, Secretary, Chief Executive Officer, Chief Financial Officer and Director since inception in December 2021. Mr. Jacobs has also served as President, Secretary, Chief Executive Officer, Chief Financial Officer and as a Director of Range Acquisition Corp. since July 3, 2025, Var Acquisition Corp. since June 5, 2025, and Orielle Acquisition Corp. since January 2, 2025. Mr. Jacobs previously served as the President, Secretary, Chief Executive Officer, Chief Financial Officer and Director of Max-1 Acquisition Corporation, now known as Exicure, Inc. [Nasdaq: XCUR], from February 2017 to September 2017, of Lola One Acquisition Corporation, now known as Amesite Inc. [Nasdaq: AMST], from April 2017 to April 2018, of Peninsula Acquisition Corporation, subsequently known as Transphorm, Inc. [formerly Nasdaq: TGAN; acquired by Renesas Electronics Corporation TYO: 6723], from June 2017 to February 2020, of Olivia Ventures, Inc., now known as Compass Therapeutics, Inc. [Nasdaq: CMPX], from March 2018 to June 2020, of Malo Holdings Corporation, subsequently known as Augmedix, Inc. [formerly Nasdaq: AUGX; acquired by Commure, Inc.], from December 2018 to October 2020, of Odyssey Semiconductor Technologies, Inc. [formerly OTCQB: ODII], from April 2019 to June 2019, of Parasol Investments Corporation, now known as SmartKem, Inc. [Nasdaq: SMTK], from May 2020 to February 2021, of Parc Investments, Inc., now known as Aeluma, Inc. [Nasdaq: ALMU], from August 2020 to June 2021, of Laffin Acquisition Corp., now known as Guerrilla RF, Inc., from November 2020 to October 2021, of Perfect Moment Ltd. [NYSE: PMNT] from January 2021 to March 2021, of Patricia Acquisition Corp., now known as Serve Robotics Inc. [Nasdaq: SERV], from November 9, 2020 to July 31, 2023, of Venetian-1 Acquisition Corp., now known as Lomond Therapeutics Holdings, Inc., from September 24, 2021 to November 1, 2024, and of Aspen-1 Acquisition Inc., now known as Deep Isolation Nuclear, Inc., from December 10, 2021 to July 23, 2025. Mr. Jacobs has also been an associate of Montrose Capital Partners Limited, or Montrose Capital, since 2008. Montrose Capital is a privately held company, which focuses on identifying public markets venture capital investment opportunities in high growth early stage companies. Montrose Capital is a sector agnostic privately held firm which has identified and invested, through its principal owners, in a wide spectrum of global industries, including in biotechnology, specialty pharmaceuticals, medical devices, robotics, and technology. Mr. Jacobs received a B.S. in Finance from the University of South Florida. Mr. Jacobs’ past experience identifying investment opportunities and investing in early stage companies is beneficial to the Company as it seeks to identify a business combination target which led to the conclusion that he should serve as a director of the Company.
Mark Tompkins has served as a Director of the Company since inception in December 2021. Mr. Tompkins has also served as a Director of Range Acquisition Corp. since July 3, 2025, Var Acquisition Corp. since June 5, 2025, and Orielle Acquisition Corp. since January 2, 2025. Mr. Tompkins previously served as a Director of Max-1 Acquisition Corporation, now known as Exicure, Inc. [Nasdaq: XCUR], from February 2017 to September 2017, of Lola One Acquisition Corporation, now known as Amesite Inc. [Nasdaq: AMST], from April 2017 to April 2018, of Peninsula Acquisition Corporation, subsequently known as Transphorm, Inc. [formerly Nasdaq: TGAN; acquired by Renesas Electronics Corporation TYO: 6723], from June 2017 to February 2020, of Olivia Ventures, Inc., now known as Compass Therapeutics, Inc. [Nasdaq: CMPX], from March 2018 to June 2020, of Malo Holdings Corporation, subsequently known as Augmedix, Inc. [formerly Nasdaq: AUGX; acquired by Commure, Inc.], from December 2018 to October 2020, of Odyssey Semiconductor Technologies, Inc. [formerly OTCQB: ODII], from April 2019 to June 2019, of Parasol Investments Corporation, now known as SmartKem, Inc. [Nasdaq: SMTK], from May 2020 to February 2021, of Parc Investments, Inc., now known as Aeluma, Inc. [Nasdaq: ALMU], from August 2020 to June 2021, of Laffin Acquisition Corp., now known as Guerrilla RF, Inc., from November 2020 to October 2021, of Perfect Moment Ltd. [NYSE: PMNT] from January 2021 to March 2021, of Patricia Acquisition Corp., now known as Serve Robotics Inc. [Nasdaq: SERV], from November 9, 2020 to July 31, 2023, of Venetian-1 Acquisition Corp., now known as Lomond Therapeutics Holdings, Inc., from September 24, 2021 to November 1, 2024, and of Aspen-1 Acquisition Inc., now known as Deep Isolation Nuclear, Inc., from December 10, 2021 to July 23, 2025. Mr. Tompkins is a founder of Montrose Capital and has served as its President since its inception in 2001. Montrose Capital is a privately held company, which focuses on identifying public markets venture capital investment opportunities in high growth early stage companies. Montrose Capital is a sector agnostic privately held firm which has identified and invested, through its principal owners, in a wide spectrum of global industries, including in biotechnology, specialty pharmaceuticals, medical devices, robotics, and technology. Mr. Tompkins’ past experience identifying investment opportunities and investing in early stage companies is beneficial to the Company as it seeks to identify a business combination target which led to the conclusion that he should serve as a director of the Company.
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Directors and Executive Officers Following the Merger
Upon the consummation of the Merger, the following individuals are proposed to be appointed to the Board and to serve as executive officers with the positions named below:
| Name | Age | Positions | ||
| Executive Officers | ||||
| Elizabeth Muller | 47 | Chief Executive Officer, Board Member | ||
| William (Mark) Schmitz | 74 | Chief Financial Officer | ||
| Richard Muller | 81 | Chief Technology Officer, Board Member |
Proposed Executive Officers and Significant Employees
Elizabeth Muller is the co-founder and chief executive officer of Deep Fission, a role she has held since June 2024 . She is also the co-founder of Deep Isolation, Inc., a nuclear waste disposal company and has served as the chair of Deep Isolation’s board of directors since its inception in 2016 and as an executive advisor since June 2024. Previously, Ms. Muller served as the chief executive officer of Deep Isolation from 2016 until June 2024. Ms. Muller was also formerly an Executive Director of Berkeley Earth, a former director at Gov3 and was a Policy Advisor at the Organization for Economic Co-Operation and Development (OECD). Ms. Muller is also a co-author of several of Deep Isolation’s patents. Ms. Muller is an environmentalist with expertise on global warming, stakeholder engagement, strategy, and communications. She holds a degree in Mathematics from the University of California, San Diego and an MBA from ESCP Business School in Paris.
William (Mark) Schmitz is the Chief Financial Officer of Deep Fission Inc. Mr. Schmitz has over forty years of experience as a finance professional in the energy technology, automotive, life safety, banking and manufacturing industries. Mr. Schmitz previously served as Chief Financial Officer of Gru Energy Lab, Inc. from May 2021 until February 2025, Chief Financial Officer of Itron, Inc. from September 2014 until April 2017 and Chief Financial Officer of Alghanim Industries from April 2009 until May 2014. He has also served as Chief Financial Officer of Goodyear and Plug Power, and has held positions based in China, Brazil, the U.K. and the Middle East. Mr. Schmitz is experienced at scaling growth-oriented companies and preparing them for public company reporting. Mr. Schmitz has undergraduate and MBA degrees from Ohio State University.
Dr. Richard A. Muller is the co-founder and chief technology officer of Deep Fission, a role he has held since June 2024. Previously, Dr. Muller served as the chief executive officer of Deep Fission from June 2023 to June 2024. He is also the co-founder of Deep Isolation Inc., a nuclear waste disposal company. Dr. Muller is a Professor of Physics emeritus at the University of California, at Berkeley. He is also a prolific inventor (over 80 patents issued), and has written more than 100 scientific articles in peer- reviewed journals, including five on the safety of deeply buried nuclear waste. Dr. Muller’s academic research has led to numerous awards, including a MacArthur Prize, the National Science Foundation Alan T. Waterman Award, the Breakthrough Prize, and election to the American Academy of Arts and Sciences. In addition, Dr. Muller has won numerous awards for excellence in teaching and authored ten books, including “Physics for Future Presidents” and “Energy for Future Presidents.” Dr. Muller was a member of JASON, an independent scientific advisory group that provides consulting services to the US government on matters of defense science and technology, for 34 years. Dr. Muller received his A. B. degree from Columbia University, and his Ph.D. at the University of California, at Berkeley.
William (Mark) Schmitz is the chief financial officer of Deep Fission. Mr. Schmitz has over forty years of experience as a finance professional in the energy technology, automotive, life safety, banking and manufacturing industries. Mr. Schmitz has served as CFO of Goodyear (2004-2007), Itron, Plug Power (2001-2003) and Alghanim Industries, and has held positions based in China, Brazil, the U.K. and the Middle East. Mr. Schmitz is experienced at scaling growth-oriented companies and preparing them for public company reporting. Mr. Schmitz has undergraduate and MBA degrees from Ohio State University.
Family Relationships and Other Arrangements
Richard Muller, a post-Merger director and proposed chief technology officer, is the father of Elizabeth Muller, a post-Merger director and proposed Chief Executive Officer. There are no other family relationships among our proposed directors and executive officers. All of the proposed directors would be appointed to the Board pursuant to the Merger Agreement.
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CORPORATE GOVERNANCE
Board Composition
The Board, which currently consists of Ian Jacobs and Mark Tompkins, will consist of two (2) authorized directors as of immediately following the Effective Time. Our bylaws provide that the number of directors may be increased or decreased from time to time by action of the stockholders or of the directors. Directors are elected to the Board at each annual meeting of our stockholders and serve until their successors are elected or appointed, unless their office is vacated earlier. The term of office for each of the directors will expire at the time of our next annual meeting of stockholders.
In connection with the Merger, we expect that we will amend and restate our Certificate of Incorporation to, among other things, provide that the Board will be divided into three staggered classes of directors, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Elizabeth Muller and Richard Muller will be appointed to serve as Class III directors, with terms expiring at the Company’s third annual meeting of stockholders following the Effective Time. There will be no Class I or Class II directors serving as of the Effective Time, but upon appointment of any additional directors such directors shall be assigned to such classes in a manner to result in as nearly equal a number of directors per class as possible.
We expect that our amended and restated Certificate of Incorporation and amended and restated Bylaws to be in effect upon the completion of the Merger will authorize only the Board to fill vacancies on the Board, and any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The classification of our Board may have the effect of delaying or preventing changes in control of the Company.
Transactions with Related Persons
Surfside Acquisition Inc.
On December 10, 2021, the Company issued (i) an aggregate of 4,750,000 shares of Common Stock to Mark Tompkins, a director of the Company, for an aggregate purchase price equal to $475 representing amounts advanced by Mr. Tompkins to counsel for the Company in connection with the formation and organization of the Company and (ii) an aggregate of 250,000 shares of Common Stock to Ian Jacobs, an officer and director of the Company, for an aggregate cash purchase price equal to $25, pursuant to the terms and conditions set forth in the Common Stock Purchase Agreement with each person. The Company issued these shares of Common Stock under the exemption from registration provided by Section 4(a)(2) of the Securities Act.
On December 10, 2021, in connection with advances made in connection with costs incurred by the Company, the Company issued a promissory note to Mark Tompkins, a stockholder and director of the Company, pursuant to which the Company agreed to repay Mr. Tompkins the sum of any and all amounts that Mr. Tompkins may advance to the Company on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Exchange Act). The Company has used the proceeds from the note to cover its expenses. Although Mr. Tompkins has no obligation to advance funds to the Company under the terms of the note, it is anticipated that he may advance funds to the Company as fees and expenses are incurred in the future. As a result, the Company issued the note in anticipation of such advances. Interest shall not accrue on the outstanding principal amount of the note except if an Event of Default (as defined in the note) has occurred. In the event of an Event of Default, the entire note shall automatically become due and payable (the “Default Date”) and starting from five (5) days after the Default Date, the interest rate on the note shall accrue at the rate of eighteen percent (18%) per annum. As of June 30, 2025, the total amount due under the note was $172,025.
The Company currently uses the office space and equipment of its management at no cost.
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Deep Fission, Inc.
As described above, our proposed new members of the Board are Elizabeth Muller and Richard Muller, each of whom are directors of Deep Fission. In addition, Elizabeth Muller and Mark Schmitz, our proposed Chief Executive Officer and Chief Financial Officer, respectively, following the Merger, are currently the Chief Executive Officer and Chief Financial Officer of Deep Fission.
Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons
We do not have any special committee, policy or procedure related to the review, approval or ratification of transactions with related persons that are required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than as required by the General Corporation Law of the State of Delaware.
Insider Trading Policy
No securities of the Company are publicly traded or listed or quoted on any exchange or quotation system, and all of its outstanding securities are restricted securities (as defined in Rule 144 under the Securities Act) bearing customary legends and restrictions on transfer and are held by two holders, who management believes are familiar with the applicable insider trading laws, rules and regulation; therefore, management believes that insider trading policies and procedures governing the purchase, sale and/or other dispositions of its securities by directors, officers and employees, or the Company itself, are not necessary at this time, and the Company has not adopted any such policies or procedures.
Director Independence
The Company is not a listed issuer whose securities are listed on a national securities exchange or an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. We evaluate independence by the standards for director independence set forth in the Nasdaq Marketplace Rules. Under these rules, a director is not considered to be independent if he or she also is an executive officer or employee of the Company. Accordingly, one of our current directors, Ian Jacobs, is not an independent director as he also serves as an executive officer of the Company. In addition, none of the directors to be elected following the proposed Merger would be considered to be independent directors under the standards for director independence set forth in the Nasdaq Marketplace Rules.
Board Meetings; Annual Meeting Attendance
The Company was formed on December 10, 2021, and selected December 31st as its fiscal year end. The Board did not meet and the Company did not hold an annual meeting during its current fiscal year ending December 31, 2025. The Board has conducted all of its business and approved all corporate action through unanimous written consents of its directors, in the absence of formal board meetings.
Holders of our securities can send communications to the Board via mail or telephone to the Secretary at the Company’s principal executive offices. The Company has not yet established a policy with respect to our directors’ attendance at annual meetings. A stockholder who wishes to communicate with the Board may do so by directing a written request addressed to our President and director at the address appearing on the first page of this Information Statement.
Committees of the Board of Directors
As our Common Stock is not presently listed for trading on a national securities exchange or quoted on an over-the-counter market, we are not presently required to have board committees.
The Board performs the functions of the audit committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert.
Due to our small size and limited operations to date, we do not presently have a nominating committee or other committee performing similar functions. As we have only two stockholders, we have not adopted any procedures by which security holders may recommend nominees to the Board. We do not have a diversity policy.
Because the Board has not compensated our officers and directors since inception and has no intention of doing so prior to the Merger, we do not have a compensation committee or committee performing similar functions.
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Board Leadership Structure and Role in Risk Oversight
Ian Jacobs currently serves as our President, Secretary, Chief Executive Officer, Chief Financial Officer and as a director, and Mark Tompkins currently serves as a director. We do not have a Chairman of the Board or a lead independent director. At present, we have determined that this leadership structure is appropriate for the Company due to our small size and limited operations and resources as a shell company.
The Board recognizes that the leadership structure and combination or separation of the President and Chairman roles is driven by the needs of the Company at any point in time. We have no policy requiring combination or separation of these leadership roles and our governing documents do not mandate a particular structure. This has allowed the Board the flexibility to establish the most appropriate structure for the Company at any given time.
After the closing of the proposed Merger and at least ten (10) days following the mailing of this Information Statement, the Board will consist of two directors, Elizabeth Muller and Richard Muller.
Legal Proceedings
The Company is not aware of any material proceedings in which any director, executive officer or affiliate of the Company, any owner of record or beneficially of more than 5% of our Common Stock, or any associate of any such director, officer, affiliate or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
Stockholder Communication with the Board of Directors
Stockholders may send communications to the Board by writing to Surfside Acquisition Inc., 55 NE 5th Ave., Suite 401, Boca Raton, Florida 33432, Attention: Board of Directors. Following the proposed Merger, stockholders may send communications to the Board by writing to Deep Fission, Inc., 2705 Webster St., PO Box 5895, Berkely, CA 95705, Attention: Board of Directors.
Executive Compensation
Since our inception, we have not paid any cash or other compensation to our executive officers or directors. We have not established nor maintained any stock option or other equity incentive plans since our inception. In addition, we have not established nor maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement, including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax qualified deferred contribution plans and nonqualified deferred contribution plans. Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officer or any other persons following, or in connection with, the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer’s responsibilities following a change in control.
Compensation of Directors
No director of the Company has received any compensation of any nature on account of services rendered in such capacity. We have not established a policy to provide compensation to our directors for their respective services in such capacity.
Employment Agreements
We have no employment agreements with our executive officers.
Equity Compensation Plan
In connection with the Merger, we expect to adopt a new equity incentive plan and a new employee stock purchase plan proposed by Deep Fission that would be effective upon completion of the proposed Merger.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Prior to the Proposed Merger
The following table sets forth the number of shares of our Common Stock beneficially owned as of August 25, 2025, by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock, (ii) each director and named executive officer of the Company and (iii) all directors and executive officers as a group.
As of August 25, 2025, 5,000,000 shares of our Common Stock were issued and outstanding. Unless otherwise indicated in the table, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the stockholder’s name, subject to community property laws, where applicable. Beneficial ownership is determined in accordance with the rules of the SEC. The address of each stockholder is listed in the table.
| Name and Address | Title | Shares of Common Stock Beneficially Owned Pre-Merger |
Percentage of Common Stock Beneficially Owned Pre-Merger |
|||||||
| Directors and Named Executive Officers: | ||||||||||
| Ian Jacobs 55 NE 5th Ave, Suite 401, Boca Raton, Florida 33432 |
President, Secretary, Chief Executive Officer, Chief Financial Officer and Director | 250,000 | 5.0 | % | ||||||
| Mark Tompkins App 1, Via Guidino 23 6900 Lugano-Paradiso Switzerland |
Director | 4,750,000 | 95.0 | % | ||||||
| All directors and executive officers as a group (2 persons) | 5,000,000 | 100.0 | % | |||||||
| Other More than 5% Stockholders: | ||||||||||
| N/A | — | — | ||||||||
Following the Proposed Merger
The following table sets forth anticipated information regarding the number of shares of our Common Stock expected to be beneficially owned as of August 25, 2025, assuming the consummation of the proposed Merger on such date, by (i) each person expected by the Company to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock, (ii) each person expected to be a director or named executive officer of the Company and (iii) all expected directors and executive officers as a group. In determining the percentage of shares of Common Stock beneficially owned, the following table assumes 42,251,667 shares of Common Stock issued and outstanding following the proposed Merger, which includes the anticipated cancellation of 2,833,333 shares of our Common Stock held by Mr. Tompkins and Mr. Jacobs, but does not include shares of Common Stock to be issued upon the consummation of the Proposed Offering.
One or more persons in the table below may purchase shares of Common Stock in the Proposed Offering or decline to do so, resulting in changes to the percentage of Common Stock that they beneficially own immediately following the Proposed Offering. In addition, other third parties not listed in the table below may acquire shares of Common Stock that may result in beneficial ownership of more than 5% of the outstanding shares of Common Stock prior to or after the Proposed Offering.
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Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise indicated in the table or its footnotes, the persons and entities named in the table would have sole voting and sole investment power with respect to the shares set forth opposite the stockholder’s name, subject to community property laws, where applicable. Unless otherwise indicated in the table’s footnotes, the address of each stockholder listed in the table is c/o Deep Fission, Inc., 2705 Webster St., PO Box 5895, Berkely, CA 95705.
Unless otherwise noted, all shares are owned directly of record by the named persons, their spouses and minor children, or by other entities controlled by the named persons.
| Name | Shares of Common Stock Beneficially Owned | Percentage of Common Stock Beneficially Owned | ||||||
| Expected 5% stockholders: | ||||||||
| Elizabeth Muller(1)(2) | 23,363,080 | 55.3 | % | |||||
| Richard Muller(1) | 11,839,399 | 28.0 | % | |||||
| Expected directors and named executive officers: | ||||||||
| Elizabeth Muller(1)(2) | 23,363,080 | 55.3 | % | |||||
| Richard Muller(1) | 11,839,399 | 28.0 | % | |||||
| All expected directors and executive officers as a group (3 persons) | 83.3 | % | ||||||
| (1) | Does not reflect the conversion of Deep Fission’s outstanding simple agreements for future equity, which Deep Fission anticipates will convert in connection with the closing of the proposed Merger. |
| (2) | Includes 11,523,681 shares of common stock held by the Muller Family Trust (the “Muller Trust”). In her capacity as trustee, Ms. Muller controls the right to vote and dispose of the shares held by the Muller Trust and accordingly, may be deemed to beneficially own the shares held by the Muller Trust. Ms. Muller expressly disclaims beneficial ownership of all securities held by the Muller Trust except to the extent of her pecuniary interest therein. |
Changes in Control
Except as contemplated by the proposed Merger Agreement, we do not currently have any arrangements which if consummated may result in a change of control of our Company.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain a copy of these reports by accessing the SEC’s website at http://www.sec.gov.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this information statement on Schedule 14F-1 to be signed on its behalf by the undersigned hereunto duly authorized.
| Surfside Acquisition Inc. | ||
| Dated: August 25, 2025 | By: | /s/ Ian Jacobs |
| Name: | Ian Jacobs | |
| Title: | Chief Executive Officer, President, Chief Financial Officer, Secretary and Director | |
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