Elizabeth Muller - Jul 23, 2025 Form 3 Insider Report for Deep Isolation Nuclear, Inc.

Role
Director, 10%+ Owner
Signature
/s/ Elizabeth Muller
Transactions as of
Jul 23, 2025
Transactions value $
$0
Form type
3
Date filed
8/18/2025, 08:11 PM
Next filing
Sep 9, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Muller Elizabeth Director, 10%+ Owner C/O DEEP ISOLATION NUCLEAR, INC., 2001 ADDISON STREET, SUITE 300, BERKELEY /s/ Elizabeth Muller 2025-08-18 0002081850

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding Common Stock 11.7M Jul 23, 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding Stock Option (Right to Buy) Jul 23, 2025 Common Stock 904K $0.05 Direct F2, F3
holding Stock Option (Right to Buy) Jul 23, 2025 Common Stock 29.1K $0.21 Direct F4, F5
holding Stock Option (Right to Buy) Jul 23, 2025 Common Stock 25.8K $0.18 Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 11,700,104 of the reported shares were received in connection with the Issuer's merger (the "Merger") with Deep Isolation, Inc. ("Deep Isolation") in accordance with the terms of the Agreement and Plan of Merger and Reorganization dated as of July 23, 2025, by and among the Issuer (f/k/a Aspen-1 Acquisition Inc..), Deep Isolation Acquisition Corp. and Deep Isolation (the "Merger Agreement"), in exchange for 452,838 shares of Deep Isolation common stock. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Deep Isolation capital stock was converted into the right to receive 25.837283 shares of the Issuer's common stock (the "Conversion Ratio"), rounded to the nearest whole share. The Merger closed on July 23, 2025 (the "Merger Closing Date").
F2 The option fully vested as of July 1, 2020.
F3 Received in connection with Merger in accordance with the terms of the Merger Agreement, in exchange for options to acquire 35,000 shares of Deep Isolation common stock at an exercise price of $1.35 per share. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the number of shares of Deep Isolation common stock subject to each outstanding but unexercised option to purchase Deep Isolation common stock (each such option, an "Outstanding Option" and such number of shares of Deep Isolation common stock subject to such Outstanding Option, the "option shares") was converted into an option to purchase the number of shares of the Issuer's common stock equal to the option shares multiplied by the Conversion Ratio, rounded to the nearest whole share, and the exercise price of each Outstanding Option was divided by the Conversion Ratio, rounded to the nearest whole cent. The Merger closed on the Merger Closing Date.
F4 The option fully vested as of December 30, 2022.
F5 Received in connection with Merger in accordance with the terms of the Merger Agreement in exchange for options to acquire 1,125 shares of Deep Isolation common stock at an exercise price of $5.368 per share. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the number of option shares subject to each Outstanding Option was converted into an option to purchase the number of shares of the Issuer's common stock equal to the option shares multiplied by the Conversion Ratio, rounded to the nearest whole share, and the exercise price of each Outstanding Option was divided by the Conversion Ratio, rounded to the nearest whole cent. The Merger closed on the Merger Closing Date.
F6 In connection with the Merger, in accordance with the terms of the Merger Agreement and effective as of immediately prior to the effective time of the Merger, Deep Isolation's Board approved the accelerated vesting of all outstanding and unexercised stock options previously issued under Deep Isolation's 2018 Equity Incentive Plan (the "2018 EIP"). Prior to such acceleration, the stock option was subject to a 4-year vesting schedule, whereby 25% of the option shares vested as of February 2, 2024 and 1/48th of the remaining shares were scheduled to vest monthly over the 36-month period thereafter, subject to the Reporting Person's continued employment through each vesting date.
F7 Received in connection with Merger in accordance with the terms of the Merger Agreement in exchange for options to acquire 1,000 shares of Deep Isolation common stock at an exercise price of $4.61 per share. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the number of option shares subject to each Outstanding Option was converted into an option to purchase the number of shares of the Issuer's common stock equal to the option shares multiplied by the Conversion Ratio, rounded to the nearest whole share, and the exercise price of each Outstanding Option was divided by the Conversion Ratio, rounded to the nearest whole cent. The Merger closed on the Merger Closing Date.