Rodney Baltzer - 23 Jul 2025 Form 3 Insider Report for Deep Isolation Nuclear, Inc.

Role
President and CEO, Director
Signature
/s/ Rodney Baltzer
Issuer symbol
N/A
Transactions as of
23 Jul 2025
Net transactions value
$0
Form type
3
Filing time
12 Aug 2025, 16:22:56 UTC
Next filing
03 Oct 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Baltzer Rodney President and CEO, Director C/O DEEP ISOLATION NUCLEAR, INC., 2001 ADDISON STREET, SUITE 300, BERKELEY /s/ Rodney Baltzer 12 Aug 2025 0002080757

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding Common Stock 994,710 23 Jul 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) 23 Jul 2025 Common Stock 4,315 $0.2000 Direct F2, F3
holding Stock Option (Right to Buy) 23 Jul 2025 Common Stock 53,845 $0.1800 Direct F4, F5
holding Stock Option (Right to Buy) 23 Jul 2025 Common Stock 290,669 $0.1800 Direct F6, F7
holding Stock Option (Right to Buy) 23 Jul 2025 Common Stock 77,512 $0.2000 Direct F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 38,499 shares of Deep Isolation common stock 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, 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
F2 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 Equity Incentive Plan (the "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 January 29, 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.
F3 Received in connection with the Merger in accordance with the terms of the Merger Agreement, in exchange for options to acquire 167 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 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.
F4 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.
F5 Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for options to acquire 2,084 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.
F6 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.
F7 Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for options to acquire 11,250 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.
F8 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.
F9 Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for options to acquire 3,000 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.