Asset Entities Inc. SEC Filings

Strive issued a Form 425 communication about its proposed business combination with Semler Scientific (SMLR). Strive plans to file a Form S-4 to register Class A common stock to be issued in the transaction, which will include an information statement, a proxy statement for Semler Scientific stockholders, and a prospectus.

Semler Scientific stockholders will receive definitive materials to vote on the deal. The notice emphasizes forward-looking statement risks and directs investors to forthcoming SEC filings. It also states the communication is not an offer or solicitation.

Strive, Inc. and Semler Scientific, Inc. entered into a two-step merger under which each Semler share will convert into 21.05 shares of Strive Class A common stock. Based on the closing price of Strive on September 19, 2025, that exchange ratio represented approximately $90.52 per Semler share. After the Mergers, existing Strive stockholders are expected to hold roughly 80.6% and Semler stockholders 19.4% of the combined company.

The transactions are subject to Semler stockholder approval, HSR clearance and other customary closing conditions and have an End Date of March 22, 2026. Semler's $100.0 million 4.25% convertible notes will remain outstanding with conversion terms adjusted by the Exchange Ratio. The Merger Agreement includes a $49.0 million termination fee payable by Semler in specified circumstances. Both boards unanimously approved the Merger Agreement and recommend approval.

Strive, Inc. filed a prospectus supplement registering up to 1,283,904,392 shares of Class A common stock for potential resale by selling stockholders; the Company is not selling shares or receiving proceeds. The registerable shares arise from subscription agreements (May 26, 2025), exchange agreements (August 22, 2025) and a registration rights agreement (September 12, 2025). As of September 12, 2025, there were 364,825,582 Class A shares and 270,514,708 Class B shares outstanding. Class B shares carry 10 votes per share versus 1 vote per share for Class A, and certain significant holders control majority voting power as of September 30, 2025.

The prospectus describes demand and piggyback registration rights, underwriter lock-ups, and that the Company must file a Form S-3 shelf registration within 30 days of the Asset Entities Merger closing. The filing lists material risks tied to merger integrations, bitcoin treasury strategy execution, cybersecurity, regulatory change, transaction costs, dilution from issuances, and that management expects no cash dividends in the foreseeable future. The Class A stock trades on NASDAQ under ASST; last reported sale price on October 9, 2025 was $1.81 per share.

YA II and affiliated entities reported beneficial ownership of 38,576,603 shares of Class A common stock of Strive, Inc., representing 9.9% of the class. The total includes 17,250,000 outstanding Class A shares directly held plus 21,326,603 shares acquirable on exercise of warrants subject to a blocker that prevents exercise above 9.99%. The filing cites a base share count of 364,825,582 common shares outstanding as of September 12, 2025 and a conversion-limit adjusted total of 386,152,185 for calculating the percentage. The reporting persons are affiliated investment vehicles and principals within the Yorkville group; Mark Angelo is named as the individual who makes investment decisions. Signatures are dated October 7, 2025.

Matthew Ryan Cole, the Chief Executive Officer and a director of Strive, Inc. (ASST), reported multiple transactions related to Restricted Stock Units and common stock on October 1, 2025 (with one item dated September 12, 2025). Time‑ and performance‑based Restricted Stock Units vested and were settled into 18,459,504 shares of Class B common stock on October 1, 2025. A portion of shares, 7,262,330, were withheld by the company to cover required tax withholding in connection with the settlement. The filing also shows a gift of 3,691,901 Class B shares to a charitable organization controlled by the reporting person and spouse; those shares were transferred without consideration and are no longer beneficially owned by them. The Form 4 notes a prior administrative correction (previously reported as 57,183 RSUs) and explains the conversion mechanics between Class B and Class A shares under the company charter.

Strive, Inc. (ASST) reported insider transactions by CFO and director Benjamin Pham. On 10/01/2025, 1,359,496 Restricted Stock Units settled into Class B Common Stock; 1,359,496 and 212,930 shares of Class B were converted into the same number of Class A shares pursuant to the company’s conversion terms. The filing also shows 534,153 shares withheld to cover tax obligations at $2.5 per share.

Footnotes state the reporting person did not voluntarily sell Class A or Class B shares in connection with these events. Vesting for restricted stock and RSUs follows a 25% first‑anniversary schedule with the remainder vesting quarterly, subject to continued employment.

Brian Logan Beirne, Chief Legal Officer and Director of Strive, Inc. (ASST), reported the settlement of time‑vested restricted stock units into common stock on October 1, 2025. The filing discloses the conversion/settlement of 87,903 RSUs that yielded 87,903 Class A shares and an additional 494,430 RSUs that yielded 494,430 Class A shares, resulting in a reported total of 582,333 Class A shares beneficially owned following the transactions. The filing also shows 228,393 shares of Class B common stock were withheld by the registrant to satisfy tax withholding obligations in connection with RSU settlement. The RSUs originally time‑vested on June 15, 2025, and were settled on the October date; the report states the reporter did not voluntarily sell any shares in these transactions.