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.
Positive
Clear disclosure of total beneficial ownership including warrant exposure (38,576,603 shares, 9.9%)
Structured blocker limits immediate dilution risk from warrant exercise by preventing conversion above 9.99%
Negative
Substantial warrant exposure (21,326,603) could convert into shares if the blocker is removed, increasing outstanding float
Concentrated ownership by affiliated entities approaches 10%, which could attract market or governance scrutiny
Insights
Yorkville-affiliated investors disclose a near-10% position in Strive, concentrated in shares plus exercisable warrants.
The group reports beneficial ownership of 38,576,603 shares, which the filing explains as 17,250,000 directly held shares plus 21,326,603 warrant-linked shares constrained by a 9.99% exercise blocker. This structure means the group currently counts warrants toward beneficial ownership for disclosure, while limiting actual conversion to avoid crossing the 10% threshold.
The position is material to investors because it approaches the ownership level that often draws regulatory or market attention. Watch for any amendment removing the exercise blocker or conversions that would change the reported 9.9% stake; such actions would be directly monitorable in subsequent filings over the near term (weeks to months).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Strive, Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
862945102
(CUSIP Number)
09/12/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
862945102
1
Names of Reporting Persons
YA II PN, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
38,576,603.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
38,576,603.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
38,576,603.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported holding consists of 17,250,000 shares of Class A Common Stock, $0.001 par value pr share (the "Common Stock") of Strive, Inc. (the "Issuer") plus 21,326,603 additional shares of Common Stock held in warrants exercisable for Common Stock with a blocker preventing exercise that would cause YA II to exceed 9.99%. The outstanding shares include (1) 364,825,582 shares of Common Stock outstanding as of September 12, 2025 as indicated in the registration statement published on September 15, 2025, and (2) 21,326,603 shares acquirable by YA II through exercise of warrants held, up to the conversion limit for a total of 386,152,185 shares outstanding.
SCHEDULE 13G
CUSIP No.
862945102
1
Names of Reporting Persons
YA Global Investments II (U.S.), LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
38,576,603.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
38,576,603.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
38,576,603.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported holding consists of 17,250,000 shares of Class A Common Stock, $0.001 par value pr share (the "Common Stock") of Strive, Inc. (the "Issuer") plus 21,326,603 additional shares of Common Stock held in warrants exercisable for Common Stock with a blocker preventing exercise that would cause YA II to exceed 9.99%. The outstanding shares include (1) 364,825,582 shares of Common Stock outstanding as of September 12, 2025 as indicated in the registration statement published on September 15, 2025, and (2) 21,326,603 shares acquirable by YA II through exercise of warrants held, up to the conversion limit for a total of 386,152,185 shares outstanding.
SCHEDULE 13G
CUSIP No.
862945102
1
Names of Reporting Persons
Yorkville Advisors Global, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
38,576,603.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
38,576,603.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
38,576,603.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported holding consists of 17,250,000 shares of Class A Common Stock, $0.001 par value pr share (the "Common Stock") of Strive, Inc. (the "Issuer") plus 21,326,603 additional shares of Common Stock held in warrants exercisable for Common Stock with a blocker preventing exercise that would cause YA II to exceed 9.99%. The outstanding shares include (1) 364,825,582 shares of Common Stock outstanding as of September 12, 2025 as indicated in the registration statement published on September 15, 2025, and (2) 21,326,603 shares acquirable by YA II through exercise of warrants held, up to the conversion limit for a total of 386,152,185 shares outstanding.
SCHEDULE 13G
CUSIP No.
862945102
1
Names of Reporting Persons
Yorkville Advisors Global II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
38,576,603.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
38,576,603.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
38,576,603.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported holding consists of 17,250,000 shares of Class A Common Stock, $0.001 par value pr share (the "Common Stock") of Strive, Inc. (the "Issuer") plus 21,326,603 additional shares of Common Stock held in warrants exercisable for Common Stock with a blocker preventing exercise that would cause YA II to exceed 9.99%. The outstanding shares include (1) 364,825,582 shares of Common Stock outstanding as of September 12, 2025 as indicated in the registration statement published on September 15, 2025, and (2) 21,326,603 shares acquirable by YA II through exercise of warrants held, up to the conversion limit for a total of 386,152,185 shares outstanding.
SCHEDULE 13G
CUSIP No.
862945102
1
Names of Reporting Persons
YAII GP, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
38,576,603.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
38,576,603.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
38,576,603.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported holding consists of 17,250,000 shares of Class A Common Stock, $0.001 par value pr share (the "Common Stock") of Strive, Inc. (the "Issuer") plus 21,326,603 additional shares of Common Stock held in warrants exercisable for Common Stock with a blocker preventing exercise that would cause YA II to exceed 9.99%. The outstanding shares include (1) 364,825,582 shares of Common Stock outstanding as of September 12, 2025 as indicated in the registration statement published on September 15, 2025, and (2) 21,326,603 shares acquirable by YA II through exercise of warrants held, up to the conversion limit for a total of 386,152,185 shares outstanding.
SCHEDULE 13G
CUSIP No.
862945102
1
Names of Reporting Persons
YAII GP II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
38,576,603.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
38,576,603.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
38,576,603.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported holding consists of 17,250,000 shares of Class A Common Stock, $0.001 par value pr share (the "Common Stock") of Strive, Inc. (the "Issuer") plus 21,326,603 additional shares of Common Stock held in warrants exercisable for Common Stock with a blocker preventing exercise that would cause YA II to exceed 9.99%. The outstanding shares include (1) 364,825,582 shares of Common Stock outstanding as of September 12, 2025 as indicated in the registration statement published on September 15, 2025, and (2) 21,326,603 shares acquirable by YA II through exercise of warrants held, up to the conversion limit for a total of 386,152,185 shares outstanding.
SCHEDULE 13G
CUSIP No.
862945102
1
Names of Reporting Persons
Mark Angelo
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
38,576,603.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
38,576,603.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
38,576,603.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported holding consists of 17,250,000 shares of Class A Common Stock, $0.001 par value pr share (the "Common Stock") of Strive, Inc. (the "Issuer") plus 21,326,603 additional shares of Common Stock held in warrants exercisable for Common Stock with a blocker preventing exercise that would cause YA II to exceed 9.99%. The outstanding shares include (1) 364,825,582 shares of Common Stock outstanding as of September 12, 2025 as indicated in the registration statement published on September 15, 2025, and (2) 21,326,603 shares acquirable by YA II through exercise of warrants held, up to the conversion limit for a total of 386,152,185 shares outstanding.
SCHEDULE 13G
CUSIP No.
862945102
1
Names of Reporting Persons
SC-Sigma Global Partners, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
38,576,603.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
38,576,603.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
38,576,603.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The reported holding consists of 17,250,000 shares of Class A Common Stock, $0.001 par value pr share (the "Common Stock") of Strive, Inc. (the "Issuer") plus 21,326,603 additional shares of Common Stock held in warrants exercisable for Common Stock with a blocker preventing exercise that would cause YA II to exceed 9.99%. The outstanding shares include (1) 364,825,582 shares of Common Stock outstanding as of September 12, 2025 as indicated in the registration statement published on September 15, 2025, and (2) 21,326,603 shares acquirable by YA II through exercise of warrants held, up to the conversion limit for a total of 386,152,185 shares outstanding.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Strive, Inc.
(b)
Address of issuer's principal executive offices:
100 Crescent Ct, 7th Floor, Dallas, TX 75201
Item 2.
(a)
Name of person filing:
YA II PN, Ltd.
(b)
Address or principal business office or, if none, residence:
1012 Springfield Ave., Mountainside, NJ 07092
(c)
Citizenship:
Cayman Islands
(d)
Title of class of securities:
Class A Common Stock, $0.001 par value per share
(e)
CUSIP No.:
862945102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
38,576,603
(b)
Percent of class:
9.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
38,576,603
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
38,576,603
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
YA II is beneficially owned by YA Global Investments II (U.S.), LP (the "YA Feeder"). Yorkville Advisors Global, LP (the "YA Advisor") is the investment manager to YA II. Yorkville Advisors Global II, LLC (the "YA Advisor GP") is the general partner to the YA Advisor. YAII GP, LP (the "YA GP") is the general partner to the YA Feeder. YAII GP II, LLC (the "Yorkville GP") is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of Class A Shares.
YAII GP, LP is the general partner of SC-Sigma Global Partners, LP ("SC-Sigma"), which is an investor in YA II. YAII GP II, LLC is the general partner of YAII GP, LP. The YA Advisor is the investment manager to SC-Sigma. Accordingly, SC-Sigma, the YA GP, the Yorkville GP, the YA Advisor, and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Class A Shares.
For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake did Yorkville report in Strive, Inc. (ASST)?
The Yorkville group reported beneficial ownership of 38,576,603 shares, equal to 9.9% of Class A common stock on a conversion-adjusted basis.
How is the 38,576,603 share figure composed?
It consists of 17,250,000 directly held Class A shares plus 21,326,603 shares acquirable upon exercise of warrants, subject to an exercise blocker.
What prevents immediate exercise of the warrants?
The filing states a blocker that prevents warrant exercise that would cause YA II to exceed 9.99% ownership.
What share counts were used to calculate the percentage ownership?
The filing uses 364,825,582 outstanding common shares as of September 12, 2025 and a conversion-adjusted total of 386,152,185 for the percentage calculation.
Who makes the investment decisions for the reporting group?
The filing names Mark Angelo as the individual who makes investment decisions on behalf of YA II.
