[D] Asset Entities Inc. SEC Filing

Rhea-AI Filing Summary

Asset Entities Inc. reported a Form D notice for a Regulation D, Rule 506(c) equity offering conducted by the Nevada corporation formed in 2022. The issuer sold 2,681,893 shares of Class A common stock in exchange for an aggregate 69 bitcoin, representing total offering proceeds of $8,045,679 and leaving $0 remaining to be sold. The offering minimum per outside investor was $58,303. Nine investors participated. The filing notes the offering was made in connection with a business combination transaction described in a Current Report filed by the company.

Positive

• Completed offering: Total offering amount of $8,045,679 was sold and $0 remained to be sold
• Non-cash consideration: Issuer received an aggregate of 69 bitcoin in exchange for 2,681,893 Class A common shares
• Exemption used: Offering claimed under Rule 506(c)
• Investor participation: 9 investors subscribed
• No sales commissions or finders' fees: Reported amounts are $0

Negative

• None.

Insights

Securities Analyst

TL;DR Asset Entities completed an $8.05M equity exchange denominated in bitcoin under Rule 506(c), fully subscribed by nine investors.

The transaction raises a material amount of capital via non-cash consideration: 69 bitcoin for 2,681,893 Class A shares, recorded as aggregate proceeds of $8,045,679 with no remaining offering. Use of Rule 506(c) indicates reliance on an accredited-investor exemption while permitting general solicitation. The minimum investment reported was $58,303 and sales commissions/finders' fees were reported as $0.

Corporate Governance Expert

TL;DR Filing discloses issuer officers, directors and promoters and identifies the offering as tied to a business combination transaction.

The Form D lists multiple executive officers and directors by name and address and clarifies the offering relates to a tax-free exchange under Section 351 as described in a Current Report. Signature is provided by the CEO. The filing provides clear identification of related persons and states no payments to officers/directors from proceeds.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001920406

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Asset Entities Inc.

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2022
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Asset Entities Inc.
Street Address 1		Street Address 2
100 CRESCENT CT		7TH FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
DALLAS	TEXAS	75201	214-459-3117

3. Related Persons

Last Name	First Name	Middle Name
Sarkhani	Arshia
Street Address 1	Street Address 2
100 Crescent Court, 7th Floor
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gaubert	Michael
Street Address 1	Street Address 2
100 Crescent Court, 7th Floor
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Krueger	Matthew
Street Address 1	Street Address 2
100 Crescent Court, 7th Floor
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fairbanks	Kyle
Street Address 1	Street Address 2
100 Crescent Court, 7th Floor
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sarkhani	Arman
Street Address 1	Street Address 2
100 Crescent Court, 7th Floor
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: X Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lee	Jason
Street Address 1	Street Address 2
100 Crescent Court, 7th Floor
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Reynolds	David
Street Address 1	Street Address 2
100 Crescent Court, 7th Floor
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jack II	John	A.
Street Address 1	Street Address 2
100 Crescent Court, 7th Floor
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Burton	Richard	A
Street Address 1	Street Address 2
100 Crescent Court, 7th Floor
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
McDonald	Scott	K
Street Address 1	Street Address 2
100 Crescent Court, 7th Floor
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fairbanks	Jackson
Street Address 1	Street Address 2
100 Crescent Court, 7th Floor
City	State/Province/Country	ZIP/PostalCode
Dallas	TEXAS	75201

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
		Rule 506(b)
	X	Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-22				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? X Yes No

Clarification of Response (if Necessary):

Tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended, as described in the Current Report on Form 8-K filed by Asset Entities Inc. with the Securities and Exchange Commission on August 28, 2025.

11. Minimum Investment

Minimum investment accepted from any outside investor $58,303 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$8,045,679	USD	or Indefinite
Total Amount Sold	$8,045,679	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Offering of 2,681,893 shares of Class A Common Stock in exchange for an aggregate amount of 69 bitcoin. The exchange ratio was determined by the price of bitcoin as of 4:00 p.m. New York City time on August 22, 2025 and an assumed share price of $3.00.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

9

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Asset Entities Inc.	Arshia Sarkhani	Arshia Sarkhani	CEO	2025-09-05

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Asset Entities Inc. (ASST) raise in this Form D filing?

The offering raised an aggregate of $8,045,679, with $0 remaining to be sold.

How many shares and what non-cash consideration were exchanged in the ASST offering?

The issuer offered 2,681,893 shares of Class A common stock in exchange for an aggregate of 69 bitcoin.

Under what exemption was Asset Entities' offering conducted?

The offering was conducted under Rule 506(c) of Regulation D.

What was the minimum investment for outside investors in the ASST offering?

The minimum investment accepted from any outside investor was $58,303.

How many investors participated in the offering?

A total of 9 investors invested in the offering.

Were any sales commissions or finders' fees paid in this offering?

The filing reports sales commissions and finders' fees as $0.