FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/23/2025 |
3. Issuer Name and Ticker or Trading Symbol
Deep Isolation Nuclear, Inc. [ NONE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 1,291,864(1) | D | |
Common Stock | 4,611,567(2) | I | Self, as Trustee of the Spieker Living Trust UAD 3/12/02 |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. 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 50,000 shares of Deep Isolation common stock held directly 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, rounded to the nearest whole share. The Merger closed on July 23, 2025. |
2. Received in connection with the Issuer's Merger with Deep Isolation in accordance with the terms of the Merger Agreement, in exchange for 178,485 shares of Deep Isolation common stock indirectly beneficially owned 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, rounded to the nearest whole share. The Merger closed on July 23, 2025. |
/s/ Warren E. Spieker, Jr. | 08/12/2025 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |