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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 25, 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 7.01 Regulation FD Disclosure.
Effectiveness of
Registration Statement; Special Stockholder Meeting
As previously disclosed, on June 27, 2025, Asset
Entities Inc., a Nevada corporation (the “Company”), entered into an Amended and Restated Agreement and Plan of Merger (the
“Merger Agreement”) with Alpha Merger Sub, Inc., an Ohio corporation (formerly Alpha Merger Sub, LLC) (“Merger Sub”),
and Strive Enterprises, Inc., an Ohio corporation (“Strive”), pursuant to which, and subject to the satisfaction or waiver
of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Strive (the “Merger”), with Strive
continuing as a wholly owned subsidiary of the Company and the surviving company of the Merger. On August 25, 2025, the Company issued
a press release announcing that the U.S. Securities and Exchange Commission (the “SEC”) had declared the registration statement
on Form S-4 that was filed in connection with the transactions contemplated by the Merger Agreement effective as of August 22, 2025 (the
“Registration Statement”), and that a virtual special meeting of stockholders of record as of July 21, 2025 will be held on
September 9, 2025, at 1:00 p.m. Central Time (the “Special Meeting”), in order to consider and vote on proposals relating
to the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information furnished pursuant to this Item
7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except
as expressly set forth by specific reference in such a filing.
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 relevant materials with the SEC, including the Registration Statement to register the common stock to be issued by the
Company in connection with the proposed transaction, and a definitive 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. The 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT STRIVE, THE
COMPANY AND THE PROPOSED TRANSACTION AND RELATED MATTERS.
A copy of the Registration Statement, 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, when they are filed, free of charge, from the Company by accessing
the Company’s website at https://www.assetentities.com/. Copies of the Registration Statement, the Proxy Statement/Prospectus and
other filings with the SEC 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, will be 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 |
| 99.1 |
|
Press Release dated August 25, 2025 |
| 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 25, 2025 |
ASSET ENTITIES INC. |
| |
|
| |
/s/ Arshia Sarkhani |
| |
Name: |
Arshia Sarkhani |
| |
Title: |
Chief Executive Officer and President |
