Sec Form 3 Filing - Sloane Jesse @ Deep Isolation Nuclear, Inc. - 2025-07-23

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Sloane Jesse
2. Issuer Name and Ticker or Trading Symbol
Deep Isolation Nuclear, Inc. [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP Engineering
(Last) (First) (Middle)
C/O DEEP ISOLATION NUCLEAR, INC., 2001 ADDISON STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
07/23/2025
(Street)
BERKELEY, CA94704
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 0.2 ( 2 ) 07/23/2025( 1 ) 03/14/2032 Common Stock 51,675 ( 2 ) D
Stock Option (Right to Buy) $ 0.18 ( 4 ) 07/23/2025( 3 ) 11/13/2033 Common Stock 77,512 ( 4 ) D
Stock Option (Right to Buy) $ 0.18 ( 6 ) 07/23/2025( 5 ) 05/14/2034 Common Stock 77,512 ( 6 ) D
Stock Option (Right to Buy) $ 0.18 ( 8 ) 07/23/2025( 7 ) 08/19/2034 Common Stock 49,091 ( 8 ) D
Stock Option (Right to Buy) $ 0.2 ( 10 ) 07/23/2025( 9 ) 04/09/2035 Common Stock 105,933 ( 10 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sloane Jesse
C/O DEEP ISOLATION NUCLEAR, INC.
2001 ADDISON STREET, SUITE 300
BERKELEY, CA94704
EVP Engineering
Signatures
/s/ Jesse Sloane 08/18/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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"), 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 March 14, 2023 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 service through each vesting date.
( 2 )Received in accordance with the terms of the Merger Agreement, in exchange for Outstanding Options to acquire 2,000 shares of Deep Isolation common stock at an exercise price of $5.20 per share held by the Reporting Person immediately prior to the effective time of the Merger. 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 25.837283 (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.
( 3 )In connection with the Merger and effective as of immediately prior to the effective time of the Merger, Deep Isolation's Board of Directors approved the accelerated vesting of all outstanding and unexercised stock options previously issued under Deep Isolation's 2018 EIP, including the stock options reported herein. 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 service through each vesting date.
( 4 )Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for Outstanding Options to acquire 3,000 shares of Deep Isolation common stock at an exercise price of $4.61 per share held by the Reporting Person immediately prior to the effective time of the Merger. 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.
( 5 )In connection with the Merger and effective as of immediately prior to the effective time of the Merger, Deep Isolation's Board of Directors approved the accelerated vesting of all outstanding and unexercised stock options previously issued under Deep Isolation's 2018 EIP, including the stock options reported herein. Prior to such acceleration, the stock option was subject to a 4-year vesting schedule, whereby 25% of the option shares vested as of June 1, 2025 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 service through each vesting date.
( 6 )Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for Outstanding Options to acquire 3,000 shares of Deep Isolation common stock at an exercise price of $4.61 per share held by the Reporting Person immediately prior to the effective time of the Merger. 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.
( 7 )In connection with the Merger and effective as of immediately prior to the effective time of the Merger, Deep Isolation's Board of Directors approved the accelerated vesting of all outstanding and unexercised stock options previously issued under Deep Isolation's 2018 EIP, including the stock options reported herein. Prior to such acceleration, the stock option was subject to a 4-year vesting schedule, whereby 1/48th of the option shares vested monthly over a 48-month period, subject to the Reporting Person's continued service through each vesting date.
( 8 )Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for Outstanding Options to acquire 1,900 shares of Deep Isolation common stock at an exercise price of $4.61 per share held by the Reporting Person immediately prior to the effective time of the Merger. 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.
( 9 )In connection with the Merger and effective as of immediately prior to the effective time of the Merger, Deep Isolation's Board of Directors approved the accelerated vesting of all outstanding and unexercised stock options previously issued under Deep Isolation's 2018 EIP, including the stock options reported herein. Prior to such acceleration, the stock option was subject to a 4-year vesting schedule, whereby 25% of the option shares were scheduled to vest as of April 1, 2026 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 service through each vesting date.
( 10 )Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for Outstanding Options to acquire 4,100 shares of Deep Isolation common stock at an exercise price of $5.13 per share held by the Reporting Person immediately prior to the effective time of the Merger. 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.

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