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ASP Isotopes Inc

For the period ended Nov 20, 2024. Filed Oct 21, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 20, 2024 · Filed Oct 21, 2024

ASPI$2.08+20.6%Stored close · as of Nov 6, 2026
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DEF 14A 1 aspi_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

ASP Isotopes Inc.

(Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

601 Pennsylvania Avenue NW

South Building, Suite 900

Washington, DC 20004

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

AND PROXY STATEMENT

Dear Stockholder:

The Annual Meeting of Stockholders (the “Annual Meeting”) of ASP Isotopes Inc. (the “Company”) will be held on Wednesday, November 20, 2024, at 10:00 a.m., Eastern time. The Annual Meeting will be held in a virtual format via live webcast over the internet. You will be able to join the Annual Meeting and vote and submit your questions online during the Annual Meeting by visitinghttps://web.lumiconnect.com/253072518. We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. Reference to “in person” attendance or voting in our proxy materials refers, therefore, to attending or voting at the Annual Meeting virtually.

The Annual Meeting will take place for the following purposes:

1.To elect two directors to serve as Class II directors for a three-year term to expire at the 2027 annual meeting of stockholders;
2.To consider and vote upon the approval of the Quantum Leap Energy LLC 2024 Equity Incentive Plan, as amended;
3.To consider and vote upon the ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and
4.To transact such other business as may be properly brought before the annual meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. Our board of directors has fixed the close of business on September 23, 2024 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

Your vote is important. Whether or not you expect to attend the Annual Meeting, we encourage you to read the proxy statement accompanying this notice and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the section entitled “General Information About the Annual Meeting and Voting” beginning on page 1 of the proxy statement accompanying this notice. If you plan to attend our Annual Meeting and wish to vote your shares at the meeting, you may do so at any time before the proxy is voted.

All stockholders are cordially invited to attend the meeting.

By Order of the Board of Directors,

Paul E. Mann

Chair of the Board

Washington, DC

October 18, 2024

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to submit your proxy or voting instructions via the Internet, telephone or mail as soon as possible.

This notice of annual meeting and proxy statement and form of proxy are first being distributed on or about October 18, 2024. The proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 can be accessed as of October 18, 2024 by visiting http://www.astproxyportal.com/ast/27081.

TABLE OF CONTENTS

Page
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE6
PROPOSAL 1: ELECTION OF DIRECTORS14
PROPOSAL 2: APPROVAL OF QUANTUM LEAP ENERGY LLC 2024 EQUITY INCENTIVE PLAN, AS AMENDED15
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT24
EXECUTIVE OFFICERS26
EXECUTIVE COMPENSATION AND OTHER INFORMATION27
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS34
STOCKHOLDER PROPOSALS37
STOCKHOLDERS SHARING THE SAME ADDRESS38
OTHER MATTERS38
EXHIBIT A - QUANTUM LEAP ENERGY LLC 2024 EQUITY INCENTIVE PLAN, AS AMENDED

601 Pennsylvania Avenue NW, South Building, Suite 900

Washington, DC 20004

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Wednesday, November 20, 2024

The board of directors of ASP Isotopes Inc. (the “Company” or “ASPI”) is soliciting proxies for use at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, November 20, 2024, at 10:00 a.m., Eastern time, and any postponements or adjournments thereof. The Annual Meeting will be held in a virtual format only, via live webcast over the internet. You will be able to join the Annual Meeting and vote and submit your questions online during the Annual Meeting by visitinghttps://web.lumiconnect.com/253072518. We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. Reference to “in person” attendance or voting in our proxy materials refers, therefore, to attending or voting at the Annual Meeting virtually.

ContentsView on SEC.gov

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