Deep Isolation Nuclear Files S-1

TL;DR

Deep Isolation Nuclear is filing to go public. Get ready.

AI Summary

Deep Isolation Nuclear, Inc. filed an S-1 registration statement on August 18, 2025, to offer securities. The company, formerly Aspen-1 Acquisition Inc. until a name change on March 17, 2022, is incorporated in Delaware and has its principal executive offices in Berkeley, California. The filing indicates a fiscal year end of December 31.

Why It Matters

This S-1 filing signals Deep Isolation Nuclear's intent to go public, potentially raising capital and increasing its visibility in the market.

Risk Assessment

Risk Level: medium — As a newly public company, Deep Isolation Nuclear faces inherent risks associated with market volatility and operational execution.

Key Numbers

• 333-289689 — SEC File Number (Identifies this specific SEC filing)
• 87-4225965 — EIN (Employer Identification Number for tax purposes)

Key Players & Entities

• Deep Isolation Nuclear, Inc. (company) — Registrant
• August 18, 2025 (date) — Filing Date
• Aspen-1 Acquisition Inc. (company) — Former Company Name
• March 17, 2022 (date) — Date of Name Change
• Delaware (jurisdiction) — State of Incorporation
• Berkeley, CA (location) — Principal Executive Offices
• Rodney Baltzer (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $0.0001 — 9,146 shares of common stock, par value $0.0001 per share, of Deep Isolation Nuclear, I
• $2,489,206.67 — kholders. However, we may receive up to $2,489,206.67 in aggregate gross proceeds from sales
• $3.00 — to this prospectus at a fixed price of $3.00 per share, the price per share in the P
• $175,107,438 — d above, for a total offering amount of $175,107,438. At and after such time, the selling st

Filing Documents

• ea0252778-s1_deep.htm (S-1) — 2529KB
• ea025277801ex23-1_deep.htm (EX-23.1) — 2KB
• ea025277801ex23-2_deep.htm (EX-23.2) — 2KB
• ea025277801ex-fee_deep.htm (EX-FILING FEES) — 13KB
• fin_001.jpg (GRAPHIC) — 3KB
• image_001.jpg (GRAPHIC) — 5KB
• image_002.jpg (GRAPHIC) — 17KB
• image_003.jpg (GRAPHIC) — 10KB
• image_004.jpg (GRAPHIC) — 3KB
• ex23-2_001.jpg (GRAPHIC) — 7KB
• 0001213900-25-077917.txt ( ) — 4310KB
• ck0001918080-20250630.xsd (EX-101.SCH) — 16KB
• ck0001918080-20250630_cal.xml (EX-101.CAL) — 14KB
• ck0001918080-20250630_def.xml (EX-101.DEF) — 56KB
• ck0001918080-20250630_lab.xml (EX-101.LAB) — 105KB
• ck0001918080-20250630_pre.xml (EX-101.PRE) — 69KB
• ea0252778-s1_deep_htm.xml (XML) — 138KB
• ea025277801ex-fee_deep_htm.xml (XML) — 5KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS iii PROSPECTUS SUMMARY 1 THE OFFERING 6 SUMMARY FINANCIAL DATA 7

RISK FACTORS

RISK FACTORS 9 DESCRIPTION OF THE MERGER, PRIVATE PLACEMENT AND RELATED TRANSACTIONS 30

USE OF PROCEEDS

USE OF PROCEEDS 35 DIVIDEND POLICY 35 DETERMINATION OF SALE PRICE 35 MARKET INFORMATION FOR OUR COMMON STOCK 35 DESCRIPTION OF BUSINESS 36

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 53 MANAGEMENT 63 COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS 69 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 79

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 81 SELLING STOCKHOLDERS 83 PLAN OF DISTRIBUTION 91

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 94 SHARES ELIGIBLE FOR FUTURE SALE 100 LEGAL MATTERS 104 EXPERTS 104 WHERE YOU CAN FIND MORE INFORMATION 104 INDEX TO FINANCIAL STATEMENTS F-1 PART II II-1 EXHIBIT INDEX II-7

SIGNATURES

SIGNATURES II-8 i ABOUT THIS PROSPECTUS General We have not, and the selling stockholders have not, authorized anyone to give you any information or to make any representations other than the information contained in this prospectus, the information incorporated by reference herein, any applicable prospectus supplement or any free writing prospectus filed with the U.S. Securities and Exchange Commission (the "SEC"). Neither we nor the selling stockholders take responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. Neither we nor the selling stockholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. Neither we nor the selling stockholders are offering to sell, nor seeking offers to buy, shares of our common stock in jurisdictions where offers and sales are not permitted. You should assume that the information appearing in this prospectus, any applicable prospectus supplement and any related free writing prospectus is accurate only as of the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should read both this prospectus together with the other information contain

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This prospectus, including the sections titled " Risk Factors, " " Management's Discussion and Analysis of Financial Condition and Results of Operations " and " Description of Business, " includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements relate to, among others, our plans, objectives and expectations for our business, operations and financial performance and condition, and can be identified by terminology such as "may," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "will," "could," "project," "target," "potential," "continue" and similar expressions not relating solely to historical matters or actual results.

Forward-looking statements are based on management's

Forward-looking statements are based on management's belief and assumptions and on information currently available to management. Although we believe that the expectations reflected in forward-looking results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements.

Forward-looking statements include, but are not

Forward-looking statements include, but are not limited to, statements about: the impact of current and future laws and regulations, especially those related to nuclear energy and nuclear waste storage and disposal; our ability to achieve profitability; changes in domestic and foreign business, market, financial, political and legal conditions; our pursuit of an emerging, highly regulated market, with no commercial project operating as of the date of this prospectus; our ability to protect and enforce our intellectual property rights and the scope and duration of such rights; our reliance on third-parties, including suppliers, licensing partners, government entities and strategic partners, and our ability to maintain our relationships with such parties and enter into additional strategic partnerships in the future; our ability to commercialize our products and services on a large scale and grow effectively; our management team's ability to successfully achieve our business objectives; our ability to capture sufficient market share to realize the expected disposal value of estimated quantities of existing spent fuel inventories or to capture a meaningful portion of the total addressable market for nuclear waste disposal; our ability to raise additional capital to continue to maintain sufficient liquidity, develop our technology and scale our operations; changes to applicable policies, regulations, mandates and funding levels of the government entities that regulate the Company's business or with whom the Company does business; the impact to the Company and its potential customers from changes in interest rates, inflation, tariffs, trade policies and rising costs, including commodity and labor costs; developments and projections relating to our business and our industry; our ability to adequately control the costs associated with our operations; iii the impact of increased global power demand and the need for increased power grid reliabil

Forward-looking statements relate to future events

Forward-looking statements relate to future events or our future operational or financial performance. Our forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual results, performance or achievements to be materially and adversely different from any future results, performance or achievements expressed, anticipated, or implied by these

forward-looking statements. Some of such risks, uncertainties, and assumptions are described in

forward-looking statements. Some of such risks, uncertainties, and assumptions are described in the section below titled " Risk Factors " and elsewhere in this prospectus, in any applicable prospectus supplement and in any related free writing prospectus. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially and adversely from those in any express or implied forward-looking Accordingly, you should not rely upon forward-looking or occur. We base such statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, operating results, business strategy, short-term and long-term business operations and objectives, and financial needs. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of our forward-looking or to conform these statements to actual results or revised expectations, except as required by law. This prospectus contains, and any applicable prospectus supplement and any related free writing prospectus may contain, estimates, projections and other information concerning our industry, our business and the markets for nuclear waste disposal. Information based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumst

View Full Filing

View this S-1 filing on SEC EDGAR