SEC FORM 3 SEC Form 3
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*
Parker Christopher Lombard

(Last) (First) (Middle)
C/O DEEP ISOLATION NUCLEAR, INC.
2001 ADDISON STREET, SUITE 300

(Street)
BERKELEY CA 94704

(City) (State) (Zip)
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 ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CCO
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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 581,338(1) I By CS Transform Limited(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (Right to Buy) 07/23/2025(3) 07/19/2031 Common Stock 85,263(4) $0.19(4) D
Stock Option (Right to Buy) 07/23/2025(5) 07/18/2032 Common Stock 22,608(6) $0.2(6) D
Stock Option (Right to Buy) 07/23/2025(7) 11/13/2033 Common Stock 129,186(8) $0.18(8) D
Stock Option (Right to Buy) 07/23/2025(9) 05/14/2034 Common Stock 77,512(10) $0.18(10) D
Stock Option (Right to Buy) 07/23/2025(11) 08/19/2034 Common Stock 31,005(12) $0.18(12) D
Stock Option (Right to Buy) 07/23/2025(13) 04/09/2035 Common Stock 171,172(14) $0.2(14) D
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 22,500 shares of Deep Isolation common stock held by CS Transform Limited 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.
2. The Reporting Person is a director and shareholder of CS Transform Limited and shares voting and investment power over the shares of common stock held thereby.
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 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 February 1, 2021 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 options to acquire 3,300 shares of Deep Isolation common stock at an exercise price of $4.88 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.
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 August 1, 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.
6. Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for options to acquire 875 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 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 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.
8. Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for options to acquire 5,000 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.
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 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.
10. 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 $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.
11. 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 May 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.
12. Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for options to acquire 1,200 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.
13. 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.
14. Received in connection with the Merger in accordance with the terms of the Merger Agreement in exchange for options to acquire 6,625 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.
/s/ Christopher Parker 08/18/2025
** 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).
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