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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 22, 2025
| ASSET ENTITIES INC. |
| (Exact name of Company as specified in its charter) |
| Nevada |
|
001-41612 |
|
88-1293236 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 100 Crescent Ct, 7th Floor, Dallas, TX |
|
75201 |
| (Address of principal executive offices) |
|
(Zip Code) |
| (214) 459-3117 |
| (Company’s telephone number, including area code) |
| |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class B Common Stock, $0.0001 par value per share |
|
ASST |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the Company is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company ☒
If an emerging growth company, indicate by check
mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On August 22, 2025, Asset Entities, Inc., a Nevada
corporation (the “Company”), and Strive Enterprises, Inc., an Ohio corporation (“Strive”), entered into exchange
agreements (each an “Exchange Agreement” and together the “Exchange Agreements”) with certain accredited investors
(the “Investors”), pursuant to which the Company agreed to issue and exchange, an aggregate of 2,681,893 shares (the “Exchange
Shares”) of the Company’s Class A common stock, $0.001 par value per share (after giving effect to the transactions contemplated
by the Merger Agreement (as defined herein), including the redesignation of the Company's current Class B Common Stock to Class A Common
Stock) (the “Class A Common Stock”), pursuant to amended and restated articles of incorporation of the Company to be adopted
and approved in accordance with the Merger Agreement (as defined below), for the aggregate amount of 69 bitcoin. The exchange ratio was
determined based on the price of bitcoin as of 4:00 p.m. New York City time on August 22, 2025 and an assumed per share price of $3.00
of the Class A Common Stock. The issuance of the Exchange Shares pursuant to the Exchange Agreements is expected to qualify as a tax-free
exchange under Section 351 of the Internal Revenue Code of 1986, as amended. The transactions contemplated by the Exchange Agreements
are referred to herein as the “351 Exchange.”
The Exchange Agreements were entered into following
the execution of the previously announced Amended and Restated Agreement and Plan of Merger, dated June 27, 2025 (the “Merger Agreement”),
by and among the Company, Strive and Alpha Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of the Company.
The 351 Exchange is expected to close substantially
concurrent with the transactions under the Merger Agreement, subject to the satisfaction of conditions precedent to the Company’s
and Strive’s obligations to consummate the transactions under the Merger Agreement being satisfied or waived and such transactions
being consummated, the Company obtaining shareholder approval for the issuance of the Exchange Shares as required by the applicable rules
of The Nasdaq Stock Market LLC, as well as the satisfaction of certain customary closing conditions. The Company expects to receive aggregate
gross proceeds from the 351 Exchange of approximately 69 bitcoin.
Pursuant to the terms of the Exchange Agreements,
the Company agreed to register for resale the Exchange Shares (the “Registrable Securities”), including an obligation to file
a registration statement (the “Registration Statement”) covering the resale by the Investors of their Registrable Securities
no later than 30 days following the closing of the transactions contemplated by the Merger Agreement. The Company has agreed to use commercially
reasonable efforts to cause the Registration Statement to be declared effective as soon as practicable (and in no event later than the
earlier of (i) the 45th day after the closing of the 351 Exchange or (ii) the 120th day after the closing of the 351 Exchange, if the
Securities and Exchange Commission staff determines to review the Registration Statement) and to keep the Registration Statement effective
until the date that all Registrable Securities covered by the Registration Statement have been sold or can be sold without restriction
pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereof) promulgated under
the Securities Act of 1933, as amended (the “Securities Act”). The Company has agreed to be responsible for all fees and expenses
incurred in connection with the registration of the Registrable Securities.
The representations, warranties and covenants
contained in the Exchange Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon
by the contracting parties. Accordingly, the Exchange Agreements are incorporated herein by reference only to provide investors with information
regarding the terms thereof and not to provide investors with any other factual information regarding the Company or its business, and
should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
The foregoing description of the Exchange Agreements
do not purport to be complete and are qualified in its entirety by reference to the form of the Exchange Agreements, which is filed as
Exhibit 10.1 and incorporated by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference. The Securities were issued and sold in reliance upon the exemption from
registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated
thereunder. Each Investor represented that it is an “accredited investor” as defined in Rule 501(a) under the Securities
Act or “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act. The Securities have not
been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements herein and the documents incorporated
herein by reference may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995, Section 27A of the Securities Act, and Rule 175 promulgated thereunder, and Section 21E of the Exchange Act, and Rule 3b-6
promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but
are not limited to, statements regarding the outlook and expectations of Strive and the Company, respectively, with respect to the proposed
transaction, the strategic benefits and financial benefits of the proposed transaction, including the expected impact of the proposed
transaction on the combined company’s future financial performance (including anticipated accretion to earnings per share, the tangible
book value earn-back period and other operating and return metrics), the timing of the closing of the proposed transaction, and the ability
to successfully integrate the combined businesses. Such statements are often characterized by the use of qualified words (and their derivatives)
such as “may,” “will,” “anticipate,” “could,” “should,” “would,”
“believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,”
“project,” “predict,” “potential,” “assume,” “forecast,” “target,”
“budget,” “outlook,” “trend,” “guidance,” “objective,” “goal,”
“strategy,” “opportunity,” and “intend,” as well as words of similar meaning or other statements concerning
opinions or judgment of Strive, the Company or their respective management about future events. Forward-looking statements are based on
assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with
regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated
results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, among others, the
following:
| ● | the occurrence of any event, change or other circumstances
that could give rise to the right of one or both of the parties to terminate the Merger Agreement between Strive, the Company and the
other parties thereto; |
| ● | the possibility that the proposed transaction does not close
when expected or at all because the conditions to closing are not received or satisfied on a timely basis or at all; |
| ● | the outcome of any legal proceedings that may be instituted
against Strive or the Company or the combined company; |
| ● | the possibility that the anticipated benefits of the proposed
transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result
of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and
regulations and their enforcement, and the degree of competition in the geographic and business areas in which Strive or the Company
operate; |
| ● | the possibility that the integration of the two companies
may be more difficult, time-consuming or costly than expected; |
| ● | the possibility that the proposed transaction may be more
expensive or take longer to complete than anticipated, including as a result of unexpected factors or events; |
| ● | the diversion of management’s attention from ongoing
business operations and opportunities; |
| ● | potential adverse reactions of Strive’s or the Company’s
customers or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed
transaction; |
| ● | changes in the Company’s share price before closing;
and |
| ● | other factors that may affect future results of Strive, the
Company or the combined company. |
These factors are not necessarily all of the factors
that could cause Strive’s, the Company’s or the combined company’s actual results, performance or achievements to differ
materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable
factors, also could harm Strive’s, the Company’s or the combined company’s results.
Although each of Strive and the Company believes
that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing
knowledge of its business and operations, there can be no assurance that actual results of Strive or the Company will not differ materially
from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results
to differ materially from those described above can be found in the Company’s most recent annual report on Form 10-K for the fiscal
year ended December 31, 2024, quarterly reports on Form 10-Q, and other documents subsequently filed by the Company with the SEC. The
actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects
on Strive, the Company or their respective businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking
statements. Forward-looking statements speak only as of the date they are made and Strive and the Company undertake no obligation to update
or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent
required by applicable law.
Additional Information and Where to Find It
In connection with the proposed transaction, the
Company has filed with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) to register the common
stock to be issued by the Company in connection with the proposed transaction and that includes a proxy statement of the Company and a
prospectus of the Company (the “Proxy Statement/Prospectus”), and each of Strive and the Company may file with the SEC other
relevant documents concerning the proposed transaction. A definitive Proxy Statement/Prospectus will be sent to the stockholders of the
Company to seek their approval of the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS
OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT STRIVE, THE COMPANY AND THE PROPOSED TRANSACTION AND RELATED MATTERS.
A copy of the Registration Statement, and Proxy
Statement/Prospectus, as well as other filings containing information about Strive and the Company, may be obtained, free of charge, at
the SEC’s website (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from the Company by accessing
the Company’s website at https://assetentities.gcs-web.com/. Copies of the Registration Statement and the Proxy Statement/Prospectus
can also be obtained, without charge, by directing a request to the Company’s Investor Relations department at 100 Crescent Court,
7th floor, Dallas, TX 75201 or by calling (214) 459-3117 or emailing web@assetentities.com. The information on Strive’s or the Company’s
respective websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company
makes with the SEC.
Participants in the Solicitation
Strive, the Company and certain of their respective
directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of the
Company in connection with the proposed transaction. Information about the interests of the directors and executive officers of Strive
and the Company and other persons who may be deemed to be participants in the solicitation of stockholders of the Company in connection
with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, is included
in the Proxy Statement/Prospectus related to the proposed transaction, which has been filed with the SEC. Information about the directors
and executive officers of the Company, their ownership of the Company common stock, and the Company’s transactions with related
persons is set forth in the section entitled “Board of Directors and Corporate Governance,” “Executive Officers of the
Company,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” “Executive
Compensation,” and “Certain Relationships and Related Transactions” included in the Company’s definitive proxy statement in connection with its 2024 Annual Meeting of Stockholders, as filed with the SEC on August 22, 2024.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation
of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or pursuant to an exemption from, or
in a transaction not subject to, such registration requirements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Exchange Agreement, dated August 22, 2025, by and among Asset Entities Inc., Strive Enterprises, Inc. and the investors party thereto |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: August 28, 2025 |
ASSET ENTITIES INC. |
| |
|
| |
/s/ Arshia Sarkhani |
| |
Name: |
Arshia Sarkhani |
| |
Title: |
Chief Executive Officer and President |
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