M&A - Asset Entities Inc.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000095010325006406

Filing Summary: On May 27, 2025, Strive Asset Management and Asset Entities Inc. announced a proposed business combination involving a $750 million private investment in public equity (PIPE), with potential additional financing available upon warrant exercises. This transaction aims to raise up to $1.5 billion to support the company's first wave of Bitcoin acquisitions, positioning Strive Asset Management as a major Bitcoin treasury corporation utilizing unique alpha-generating strategies. The agreement convenes institutional investors alongside Strive's management, with the goal of transforming the nature of Bitcoin investments through leveraging both beta strategies and novel acquisition tactics. Following the transaction, the combined entity is expected to maintain a debt-free status and facilitate a market-leading approach to Bitcoin accumulation. Strive will provide readers with a detailed presentation of their strategies at the Bitcoin for Corporations Symposium on the same day. The completion of the merger is subject to standard closing conditions and shareholder approvals from both companies.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000095010325006407

Filing Summary: Strive Enterprises, Inc. plans to present its proposed business combination with Asset Entities Inc. (ASST) during the Bitcoin Conference on May 27, 2025. This proposed merger is aimed at creating a leading company in Bitcoin asset management through a substantial $750 million private investment for Bitcoin accumulation. The expected transaction will raise up to $1.5 billion through warrants, enhancing Strive's capacity in Bitcoin treasury management while maintaining a debt-free status for financial flexibility. The merger highlights potential strategic and financial benefits, such as improving future earnings and integrating operations. However, multiple risks are noted that could affect the transaction's closure and anticipated benefits, including regulatory hurdles and market conditions.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000095010325006436

Filing Summary: Strive Enterprises, Inc. has filed a Form 425 communication related to its proposed business combination with Asset Entities Inc. The announcement was made on May 27, 2025, and indicates that the transaction involves the registration of common stock to be issued by Asset Entities in connection with the merger. The communication highlights forward-looking statements regarding the strategic and financial benefits of the proposed merger, including anticipated impacts on earnings, timing of the closing, and integration challenges. Risks associated with the merger are discussed, noting potential delays, the possibility of not closing as expected, and the integration's complexities. The document also warns investors to carefully read the forthcoming Proxy Statement/Prospectus, which will contain important information regarding the transaction. The filing emphasizes the need for stockholder approval for the merger to proceed and outlines the channels through which further information can be obtained.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000095010325006437

Filing Summary: On May 27, 2025, Strive Enterprises Inc. filed a communication regarding its proposed business combination with Asset Entities Inc. (ASST). The document outlines forward-looking statements about the anticipated benefits and challenges associated with the merger, including the expected financial impact, timeline for completion, and potential risks that could affect the transaction, such as market conditions and integration difficulties. The statement warns investors about reliance on such forward-looking statements and encourages them to read further details in upcoming official filings, including a Registration Statement and Proxy Statement/Prospectus, which will provide critical information regarding the proposed transaction.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000095010325006438

Filing Summary: Strive Enterprises, Inc. has filed a Form 425 in relation to its proposed business combination with Asset Entities Inc. The document includes cautionary statements regarding forward-looking statements as identified under relevant securities legislation. It outlines the inherent risks and uncertainties associated with the proposed merger, emphasizing potential delays, integration challenges, and market conditions impacting the anticipated benefits of the transaction. Strive and ASST aim to register common stock via a Form S-4 registration statement, and intend to seek stockholder approval through a definitive Proxy Statement/Prospectus. The document stresses the importance for stockholders to read these filings for crucial information. Participants in the solicitation of proxies are also mentioned, along with the information required for interested parties to obtain relevant documents free of charge.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000095010325006440

Filing Summary: Strive Enterprises, Inc. has filed a Form 425 in connection with its proposed business combination with Asset Entities Inc. The communication, posted by Chief Financial Officer Benjamin Pham on May 27, 2025, outlines potential risks and uncertainties associated with the transaction, including possible delays or failures in closing, integration challenges, and adverse reactions from customers. Strive and ASST intend to file a Registration Statement on Form S-4 with the SEC to register common stock for the transaction and include a proxy statement. Investors are urged to read the forthcoming documents regarding the proposed merger carefully for important information about Strive and ASST. The filing stresses that the statements made are forward-looking and subject to various factors that could lead to different actual results compared to those anticipated.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000095010325006441

Filing Summary: Strive Enterprises, Inc. filed a material document regarding its proposed business combination with Asset Entities Inc. (ASST) on May 27, 2025. The document includes a cautionary statement regarding forward-looking statements, highlighting potential risks and uncertainties surrounding the transaction. Key points include expectations about financial performance and integration challenges, potential delays or legal issues, and the importance of stockholder approval through a Proxy Statement/Prospectus that will be filed with the SEC. Strive and ASST intend to disclose additional details in their Registration Statement and Proxy Statement/Prospectus, which will include information about management interests and stockholder matters related to the transaction. Investors are cautioned to review all relevant materials once available, given the complexities and uncertainties involved.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000095010325006442

Filing Summary: Strive Enterprises, Inc. has filed a 425 form previously deemed filed pursuant to Rule 14a-12 concerning their proposed business combination with Asset Entities Inc. (ASST). This document includes cautionary statements regarding forward-looking predictions related to the merger, warning that actual results may differ due to various risks and uncertainties associated with the proposed transaction, including difficulties in integrating the companies, the capability to achieve anticipated synergies, and the potential for legal challenges. Additionally, the filing mentions that ASST intends to register common stock with the SEC for the transaction and will issue a definitive Proxy Statement/Prospectus to be sent to ASST stockholders for their approval. The expected benefits, timelines, and outcomes of the merger are also discussed, emphasizing the importance of not overly relying on the forward-looking statements provided. Investors are advised to read the forthcoming Registration Statement and Proxy Statement/Prospectus for detailed and critical information.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000095010325006443

Filing Summary: Strive Enterprises, Inc. filed a Form 425 regarding its proposed business combination with Asset Entities Inc. The filing includes forward-looking statements concerning the potential merger, outlining various risks and uncertainties associated with the transaction. Key points include expectations about the strategic and financial benefits of the merger, such as earnings per share accretion and operating metrics. It mentions potential hurdles to closing the merger, including termination rights, legal proceedings, and the timely satisfaction of closing conditions. There are risks associated with economic conditions, integration challenges, and competitor reactions. The document also notes plans for a future Registration Statement on Form S-4 which will include a proxy statement/prospectus for ASST stockholders. Furthermore, participants in the proxy solicitation and their interests will be disclosed in the upcoming filings. The filing advises investors to thoroughly review the proxy materials and that this communication does not constitute an offer to sell or buy securities.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000095010325006444

Filing Summary: Strive Enterprises, Inc. has filed this document in connection with its proposed business combination with Asset Entities Inc. (ASST). The filing outlines Cautionary Statements regarding Forward-Looking Statements, indicating that certain assertions may involve risks and uncertainties. It emphasizes the expected financial benefits and strategic advantages of the merger, despite inherent risks that could affect closing and integration. Key risks include potential delays in closing, legal proceedings, challenges in achieving anticipated operational synergies, and adverse reactions from customers. The document also states that ASST intends to file a Registration Statement on Form S-4, which will include a Proxy Statement/Prospectus seeking stockholder approval for the merger, along with a caution to investors to not overly rely on forward-looking statements made herein. Additionally, participation in the solicitation of proxies for stockholder approval involves key personnel from both Strive and ASST, with details to be included in the forthcoming Proxy Statement/Prospectus.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000095010325006445

Filing Summary: Strive Enterprises, Inc. has filed this document in connection with its proposed merger with Asset Entities Inc. (ASST). The communication includes cautionary statements about forward-looking statements related to the merger, detailing risks and uncertainties that might affect the transaction's closure, potential benefits, and future performance of the combined entity. Factors such as legal proceedings, economic conditions, integration challenges, and customer reactions are noted as possible risks that could impact the anticipated benefits of the merger. Furthermore, the document outlines the intention to file a Registration Statement on Form S-4 with the SEC, including a proxy statement for ASST's stockholders to approve the transaction. It emphasizes the importance of reading detailed documents ahead of making any investment decisions.

Form Type: 425

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025047574

Filing Summary: On May 26, 2025, Asset Entities Inc. entered into subscription agreements with accredited investors to issue and sell approximately 346 million shares of Class A common stock at $1.35 each, and pre-funded warrants to purchase 209 million shares. The Private Placement is linked to a Merger Agreement dated May 6, 2025, with Strive Enterprises and is expected to close concurrently with the merger, pending certain conditions and shareholder approval. The projected gross proceeds from this Private Placement are around $750.3 million. The agreements include registration requirements for resale of the issued securities. Strategic anti-dilution and transfer restrictions apply during a specified restricted period following issuance. Legal and operational risks related to the merger are acknowledged.

Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025047570

Filing Summary: On May 26, 2025, Asset Entities Inc. entered into subscription agreements with certain accredited investors for the purchase of approximately 346 million shares of Class A common stock at a price of $1.35 per share and pre-funded warrants for 209 million shares at a price of $1.3499. The financing is part of a Private Placement expected to close concurrently with a Merger Agreement initially announced on May 6, 2025, involving Strive Enterprises, an Ohio corporation. The total gross proceeds from this Private Placement are projected to be around $750.3 million, subject to certain conditions. The Company has committed to register the shares for resale and make reasonable efforts to ensure that registration is effective shortly after the closing, with expected timings outlined in the agreement. Restrictions on share offerings are also described, limiting activities during a specified restricted period unless consent is provided by the majority of the subscribers.

Form Type: 425

Filing Date: 2025-05-21

Corporate Action: Merger

Type: New

Accession Number: 000095010325006305

Filing Summary: Strive Enterprises, Inc. filed this document in connection with its proposed business combination with Asset Entities Inc. on May 21, 2025. The communication, made via LinkedIn, emphasizes Strive's innovative wealth management strategies and highlights its ambition to become the first asset manager with a Bitcoin treasury strategy. It discusses the transformative nature of the proposed merger, the expected synergies, and the commitment to delivering financial performance and benefits to clients. The filing contains cautionary statements regarding forward-looking assertions about the merger, mentioning potential risks and uncertainties affecting the anticipated benefits, integration, and legal proceedings. A registration statement on Form S-4 will be filed with the SEC to register common stock to be issued in connection with the merger, accompanied by a proxy statement.

Form Type: 425

Filing Date: 2025-05-20

Corporate Action: Merger

Type: New

Accession Number: 000095010325006216

Filing Summary: On May 20, 2025, Strive Enterprises, Inc. announced a strategic partnership with 117 Castell Advisory Group LLC to evaluate distressed Bitcoin claims, including those from the Mt. Gox estate totaling approximately 75,000 BTC. This partnership aims to allow Strive to acquire Bitcoin at discounted prices, thereby enhancing its value per share and contributing to its goal of outperforming Bitcoin long-term. The document discusses potential forward-looking statements related to the transaction, identifying various risks and uncertainties including the possibility of a delay or failure in closing the merger and the challenges involved with integrating Strive and Asset Entities, Inc. (ASST). Investors are cautioned against overly relying on these projections and are encouraged to review further details that will be filed with the SEC, including a Registration Statement and Proxy Statement/Prospectus, which will outline more information pertinent to the proposed merger.

Form Type: 425

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000095010325005825

Filing Summary: Strive Enterprises, Inc. has announced a proposed business combination with Asset Entities Inc. (ASST), with cautionary forward-looking statements indicating potential risks and uncertainties surrounding the merger. Key points include the importance of strategic and financial benefits anticipated from the transaction, risks of the merger closing when expected, and challenges related to integrating the two companies. The companies may file significant documents, including a Registration Statement on Form S-4 to register common stock that will be issued in relation to this merger. Investors are urged to consider the details in future filings before making decisions regarding the merger.

Form Type: 425

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000095010325005826

Filing Summary: On May 7, 2025, Strive Enterprises, Inc. announced a proposed business combination with Asset Entities Inc. (ASST). The announcement included cautionary statements regarding forward-looking statements that could involve risks and uncertainties, impacting financial performance expectations and the timing of the transaction. Key risks highlighted were related to the potential failure to close the transaction, integration difficulties, management distractions, and market conditions. Strive and ASST emphasized the importance of reading their forthcoming Registration Statement on Form S-4 and Proxy Statement/Prospectus, which will detail the transaction and seek stockholder approval. They stressed that this communication does not constitute an offer to sell or solicit votes, and the completion of the transaction is subject to various conditions. The emphasis was placed on potential legal proceedings and changes in ASST’s share price prior to closing as factors that could affect the finalized merger outcome.

Form Type: 425

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000095010325005827

Filing Summary: Strive Enterprises, Inc. has proposed a business combination with Asset Entities Inc. (ASST). This document outlines forward-looking statements related to the merger, emphasizing inherent risks and uncertainties. Key considerations include the timing of the merger, potential legal proceedings, anticipated benefits like cost savings, and challenges related to integration. The document also mentions that ASST will file a Registration Statement on Form S-4 to register common stock to be issued in the transaction, accompanied by a proxy statement. Investors are advised to read the forthcoming Registration Statement and Proxy Statement/Prospectus once available for important details about the merger. It contains caution regarding reliance on forward-looking statements and disclaims any offers to sell securities prior to proper registration.

Form Type: 425

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000095010325005830

Filing Summary: On May 7, 2025, Strive Enterprises, Inc. announced a proposed business combination with Asset Entities Inc. (ASST). This communication was intended to inform prospective partners about the merger and provide a press release for further information. Strive clarified that there would be no anticipated changes to fund operations or service capabilities as a result of the merger. The document outlines potential forward-looking statements regarding the transaction's timing, benefits, and the complexities of integration between the two firms. It highlights risks that could affect closure timing, regulatory challenges, and financial performance expectations. The document also notes the intention to file a Registration Statement on Form S-4 with the SEC to register shares and seek ASST stockholder approval through a definitive Proxy Statement/Prospectus. Additionally, it identifies Strive and ASST's management as potential participants in the solicitation of proxies related to the merger, and emphasizes that this communication does not constitute an offer or solicitation to buy or sell securities.

Form Type: 425

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000095010325005840

Filing Summary: Strive Enterprises, Inc. has filed a communication regarding its proposed business combination with Asset Entities Inc. (ASST). This transaction is characterized by forward-looking statements that lay out expectations regarding the possible strategic, financial benefits, and operational integration between the two companies. The document outlines numerous risks and uncertainties that could impact the success of the merger, such as the condition of the market, legal proceedings, and the potential for conditions that could delay or prevent the transaction's completion. Strive and ASST expect to file a Registration Statement on Form S-4 that will include a Proxy Statement/Prospectus to inform ASST shareholders about the merger. The document also advises shareholders to read these future filings carefully before making voting decisions, emphasizing the importance of understanding the implications and conditions surrounding the proposed transaction. Additionally, it mentions that certain key directors and executives may participate in the solicitation of proxies related to the merger.

Form Type: 425

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000121390025040746

Filing Summary: Asset Entities Inc. announced a proposed business combination with Strive Enterprises, Inc. The document highlights potential risks and uncertainties associated with the transaction, including the possibility of not meeting closing conditions, potential legal proceedings, and the challenges in integrating the two companies. It emphasizes that forward-looking statements made by the companies regarding the expected benefits, performance, and timing of the merger may not be realized as anticipated. The companies will file a Registration Statement on Form S-4 with the SEC, which will include a proxy statement/prospectus for stockholder approval. Investors are cautioned to await the definitive proxy materials and other relevant documents for complete information about the transaction.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325005810

Filing Summary: On May 7, 2025, Strive Enterprises, Inc. filed a Form 425 in connection with its business combination with Asset Entities Inc. The communication involved an email directed to prospective accredited investors, positioning the transaction as a unique investment opportunity allowing the purchase of shares in Strive Asset Management using Bitcoin while maintaining tax efficiency. The email elucidated on the provisions of Section 351 of the Internal Revenue Code facilitating this transaction, which is limited to accredited investors. The document also contained cautionary statements regarding forward-looking statements, highlighting risks related to the merger, including potential termination of the Merger Agreement, delays in closing, legal proceedings risks, and integration challenges post-merger. Additionally, it informed readers about upcoming SEC filings including a Registration Statement on Form S-4 and a definitive Proxy Statement/Prospectus, emphasizing the necessity for stockholders to review these documents for significant information regarding the proposed transaction.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325005811

Filing Summary: On May 7, 2025, Strive Enterprises, Inc. announced a business combination with Asset Entities Inc. (ASST). The company reached out to accredited investors regarding an innovative exchange of Bitcoin-for-shares in Strive Asset Management. This exchange aims to comply with Section 351 of the US Internal Revenue Code, with potential tax advantages for investors. The document outlines concerns about forward-looking statements and various risks associated with the merger process, including potential challenges in closing the transaction, legal proceedings, and changing market conditions. The companies are preparing to file a Registration Statement on Form S-4 with the SEC, which will include a proxy statement and prospectus for ASST's stockholders. Investors are advised to read all relevant documents when they become available as they will contain significant information regarding the transaction.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325005812

Filing Summary: On May 7, 2025, Strive Enterprises, Inc. and Asset Entities Inc. announced their definitive merger agreement to create the first publicly traded Bitcoin treasury company. Strive Asset Management plans to utilize innovative strategies for Bitcoin accumulation, aiming to maximize Bitcoin exposure per share for investors. The merger is designed to facilitate a tax-free exchange of Bitcoin for shares under Section 351 of the U.S. tax code and to secure public equity for future funding needs, with an effective shelf registration statement planned to be expanded to at least $1 billion after closing. Matt Cole, Strive’s CEO, will lead the combined entity and emphasized focusing on long-term shareholder value through unique financial strategies. The merger positions the new organization to leverage its strengths in Bitcoin and asset management, with an aim to advocate for Bitcoin adoption among publicly traded companies. Strive Enterprises will retain a controlling share of approximately 94.2% post-merger, while the legacy shareholders of Asset Entities will hold 5.8%. This merger represents a strategic effort to reshape corporate strategies around Bitcoin treasury management.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325005813

Filing Summary: Strive Enterprises, Inc. has announced a definitive agreement to merge with Asset Entities Inc. through a reverse merger, which is expected to create the first publicly traded Bitcoin treasury asset management company. This proposed combination aims to advocate for Bitcoin treasuries in corporate America, building on Strive's established brand of innovation and capitalism. Details include a communication distributed to individual investors on May 7, 2025, indicating a significant operational shift for Strive towards managing Bitcoin-related assets. The filing mentions the anticipated strategic benefits, including potential enhancements to financial performance measured by earnings per share and other metrics upon the closing of the transaction. Additionally, Strive and ASST will be filing relevant documents with the SEC to solicit stockholder approval for the proposed merger. Investors are urged to critically assess any forward-looking statements given the inherent risks and uncertainties involved in such transactions.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325005814

Filing Summary: On May 7, 2025, Strive Enterprises, Inc., led by CEO Matt Cole, communicated to investors regarding its proposed business combination with Asset Entities Inc. Strive has expressed significant growth in assets under management, now exceeding $2 billion since its Series B financing. The company is advocating for a new strategy focused on integrating Bitcoin into corporate balance sheets and has established Strive Wealth Management. Strive plans to take Strive Asset Management public through a reverse merger, with Strive Enterprises remaining privately held. The document outlines potential risks and uncertainties associated with the transaction, including timing, legal proceedings, and financial projections. Strive intends to file relevant documents with the SEC to register common stock related to the transaction, and urges stakeholders to review these documents for important information.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325005815

Filing Summary: On May 7, 2025, Strive Enterprises, Inc. proposed a business combination with Asset Entities Inc. This communication includes an email sent to non-accredited investors regarding a potential exchange of shares to enable them to become shareholders of Strive Asset Management. Strive aims to become the first publicly traded asset manager under a Bitcoin standard while implementing innovative methods to acquire Bitcoin, which may differentiate them in the market. The communication also includes a cautionary statement regarding forward-looking statements, indicating the risks and uncertainties associated with the proposed transaction, potential delays, and offers no assurances about expected outcomes. Furthermore, Strive and ASST plan to file a Registration Statement on Form S-4 to register common stock for the transaction, accompanied by a definitive Proxy Statement/Prospectus, which will provide important details regarding the proposed transaction. Potential investors are urged to read the filed documents upon availability as they will contain detailed information regarding the companies and the merger. The document does not constitute an offer or solicitation for securities.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325005816

Filing Summary: Strive Enterprises, Inc. is providing an update on its proposed business combination with Asset Entities Inc. as communicated by CEO Matt Cole. Following the close of their Series B financing, Strive has expanded its assets under management from over $1.5 billion to more than $2 billion. Strive advocates for Bitcoin adoption on corporate balance sheets and is restructuring its business by separating Strive Wealth Management from Strive Asset Management, which will focus on Bitcoin treasury management. The document includes forward-looking statements regarding the potential outcomes of the merger, risks associated with the transaction, and emphasizes the importance of reading the forthcoming Registration Statement and Proxy Statement/Prospectus for detailed information on the proposed transaction. Strive and ASST are deemed participants in the solicitation of proxies from ASST stockholders for the merger.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325005817

Filing Summary: On May 7, 2025, Strive Enterprises, Inc. filed a communication relating to its proposed business combination with Asset Entities Inc. The email sent to prospective investors outlines the opportunity to become a shareholder of Strive Asset Management via a 351 exchange, particularly focusing on a Bitcoin-for-shares exchange mechanism aimed at accredited investors. The message emphasizes the strategic benefits expected from this tax-efficient structure, aiming to distinguish Strive among Bitcoin treasury companies. It includes cautionary statements regarding forward-looking assertions about the proposal, highlighting inherent risks and uncertainties, including potential legal proceedings, integration challenges, and market conditions that could affect the merger's closure and success. Furthermore, it notes that ASST will file a Registration Statement with the SEC, which will include proxy statements and related documents essential for ASST's stockholders regarding the merger. The communication also affirms that it does not constitute an offer or solicitation of securities sales or votes.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325005818

Filing Summary: On May 7, 2025, Strive Enterprises, Inc. announced a definitive merger agreement with Asset Entities Inc., which has been unanimously approved by both companies' boards. The merger aims to create the first publicly traded Asset Management Bitcoin Treasury Company, leveraging Strive’s asset management capabilities and Asset Entities’ expertise in social media marketing. The combined entity will aim to maximize Bitcoin exposure per share with a proposed tax-free exchange of Bitcoin for equity under Section 351 of the U.S. tax code, anticipated to be valued at about $1 billion. The merger will provide access to a shelf registration statement for raising capital and is expected to close in the second half of 2025, pending customary closing conditions and ASST shareholder approval.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325005819

Filing Summary: On May 7, 2025, Strive Enterprises, Inc. announced its proposed business combination with Asset Entities Inc. The announcement includes forward-looking statements regarding the expected strategic and financial benefits of the merger, such as anticipated earnings per share growth and the value generated from the combined company's operations. There are significant risks and uncertainties associated with the merger, including potential legal challenges, integration difficulties, and changes in economic conditions that may affect the transaction's success. Strive and ASST will file a Registration Statement on Form S-4 with the SEC to provide further details, including a Proxy Statement/Prospectus that will be distributed to ASST's stockholders for their approval.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325005820

Filing Summary: On May 7, 2025, Strive Enterprises, Inc. filed a communication regarding a proposed business combination with Asset Entities Inc. This communication emphasizes the anticipated strategic and financial benefits of the merger, highlighting elements such as expected earnings accretion and operational integration challenges. Key risks associated with the transaction include potential delays in closing and the realization of benefits not meeting expectations due to changing market conditions. Furthermore, it is noted that a Registration Statement on Form S-4 will be filed with the SEC to facilitate this transaction, which will include a Proxy Statement/Prospectus for ASST stockholders to review. The document also specifies that participants in the solicitation include directors and executive officers from both companies. No offers or solicitations are made in this communication, and shareholders are urged to read the official documents that will be available later for more detailed information.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325005821

Filing Summary: On May 7, 2025, Strive Enterprises, Inc. posted a communication regarding their proposed business combination with Asset Entities Inc. (ASST). The communication includes forward-looking statements about potential impacts on financial performance, timing of transaction closing, and integration challenges. Strive and ASST highlight that the transaction is subject to various risks and uncertainties that may affect expected outcomes, including conditions to close, legal proceedings, and market conditions. They plan to file a Registration Statement on Form S-4 with the SEC, which will include a proxy statement and prospectus. Stakeholders are encouraged to read these documents when available, as they will contain essential information regarding the transaction. Furthermore, the communication states that it does not constitute an offer to sell or solicitation. ASST's directors and executive officers may be deemed participants in the proxy solicitation pertaining to this merger, and their interests will be detailed in related SEC filings.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325005822

Filing Summary: On May 7, 2025, Strive Enterprises, Inc. filed a communication related to its proposed business combination with Asset Entities Inc. The filing emphasizes the intention to merge, highlighting the anticipated benefits including strategic advantages and financial performance improvements. The document addresses the risks and uncertainties associated with the merger, such as potential delays, legal proceedings, and the integration challenges of the two companies. It notes the necessity for stockholder approval via a forthcoming proxy statement/prospectus. Strive intends to file a Registration Statement on Form S-4 with the SEC to register the common stock to be issued in the transaction. A thorough disclosure to stockholders is encouraged, outlining the importance of understanding the future implications of the merger, including expected economic impacts and management focus post-transaction.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325005823

Filing Summary: Strive Enterprises, Inc. has proposed a merger with Asset Entities Inc., wherein Strive will reverse merge into the public company Asset Entities. The speech by CEO Matt Cole highlights Strive's innovative approach in leveraging Bitcoin as a treasury asset, aiming to drive corporate adoption of Bitcoin across America. Cole discusses strategies designed to maximize value for shareholders, such as tax-free exchanges of Bitcoin for shares, merging undervalued companies, and employing options strategies for risk management. He emphasizes the significant potential for value creation through these tactics, positioning the merged entity as a leader in the Bitcoin treasury space. The proposed transaction is strategically designed to expedite corporate access to educational efforts and shareholder benefits in the continually evolving Bitcoin landscape. The company has outlined their commitment to exceed performance expectations in the sector through innovation and strong corporate governance.

Form Type: 425

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000121390025040422

Filing Summary: On May 6, 2025, Asset Entities Inc. entered into a Merger Agreement with Alpha Merger Sub, LLC, Strive Enterprises, Inc., and Strive Asset Management, LLC. Under the agreement, Alpha Merger Sub will merge with Strive Asset Management, which will continue as a wholly owned subsidiary of Asset Entities Inc. The transaction requires stockholder approval and is contingent on several conditions, including the conversion of Class A Common Stock into Class B Common Stock and regulatory compliance. The closing is targeted for November 6, 2025. Additionally, a Voting and Support Agreement was executed where stockholders owning approximately 42.7% of voting power agreed to vote in favor of the merger and made commitments for stock conversion in exchange for a $2.5 million payment. Press release on May 7, 2025, announced the merger agreement and filings with the SEC will follow.

Form Type: 8-K

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000121390025040419

Filing Summary: On May 6, 2025, Asset Entities Inc. entered into a Merger Agreement with Alpha Merger Sub, LLC, Strive Enterprises, Inc., and Strive Asset Management, LLC. The agreement stipulates that Strive Asset Management will merge into Alpha Merger Sub, with Strive continuing as a wholly-owned subsidiary of Asset Entities. The Merger Agreement, unanimously approved by the board, includes significant conditions such as obtaining stockholder approvals and conforming to amended articles of incorporation. Subject to these conditions, Strive is to receive shares of Company Consideration Stock, equating to 94.2% of the then outstanding common stock post-merger. Additionally, a Voting and Support Agreement was signed by certain stockholders of Asset Entities, which guarantees their votes in favor of the Merger Agreement. A press release announcing the Merger Agreement was issued on May 7, 2025, detailing forward-looking statements and regulatory statements. Both companies will also file a Registration Statement on Form S-4 with the SEC regarding the stock to be issued in the transaction.