M&A - Asset Entities Inc.

Form Type: 425

Filing Date: 2025-07-09

Corporate Action: Merger

Type: New

Accession Number: 000095010325008615

Filing Summary: On July 8, 2025, Strive Enterprises, Inc., represented by CEO Matt Cole, announced at the Bitcoin Treasuries Digital Conference their strategic plan to transform Strive into a Bitcoin Treasury company following a reverse merger with Asset Entities Inc. This action is positioned as a superior alternative to SPAC transactions and aims to facilitate corporate growth and value maximization for shareholders. The merger will enable immediate equity and fixed income securities issuance under an existing shelf registration. Notably, Strive has successfully raised $750 million through a private investment in public equity (PIPE), aimed at Bitcoin acquisition, and has rejected less favorable convertible debt options. The firm's leadership comprises experienced professionals focused on driving Bitcoin adoption within corporate frameworks.

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325008504

Filing Summary: On July 6, 2025, Jeff Walton, Vice President of Bitcoin Strategy at Strive Enterprises, announced a new position joining Strive Asset Management. The announcement coincides with strategic developments in the merger between Strive and Asset Entities Inc. Strive has recently raised $750 million in equity with no debt, signaling a strong financial position for continued growth in Bitcoin strategy. Walton transitions from being an independent board member of Asset Entities Inc. to an observer role, maintaining influence while focusing on his new responsibilities. The proposed merger is highlighted with forward-looking statements regarding anticipated benefits, including financial performance enhancements and the integration of the two companies. There are risks regarding the closing of the merger agreement and potential delays or legal challenges. Walton expresses the goal of using his experience to help build Strive into a major force in Bitcoin accumulation, urging shareholders to stay informed about the upcoming SEC filings related to the merger with Asset Entities Inc.

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325008505

Filing Summary: Strive Enterprises, Inc. has filed Form 425 with respect to its proposed business combination with Asset Entities Inc. (ASST) on July 6, 2025. The filing includes forward-looking statements regarding expectations for the merger, potential benefits, and challenges associated with the integration of the two companies. The document cautions that actual results may differ from these projections due to various risks, including the potential lack of timely closing of the merger, legal proceedings, changes in market conditions, and challenges in integrating operations. Notably, it mentions plans for ASST to file a Registration Statement on Form S-4, including a Proxy Statement/Prospectus, to facilitate the transaction. Stockholders of ASST are advised to read these documents once available. Additionally, Strive and ASST will seek stockholder approval for the proposed transaction, underscoring the importance of the merger for both companies' future performance.

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325008506

Filing Summary: Strive Enterprises, Inc. filed a communication in connection with its proposed business combination with Asset Entities Inc. The document includes forward-looking statements related to the anticipated benefits of the merger, potential risks, and uncertainties affecting the transaction. It outlines that Strive intends to file a Registration Statement to register common stock to be issued in connection to the merger, which will contain a prospectus and proxy statement for approval by ASST stockholders. Risks and uncertainties outlined involve potential delays or failure in closing the transaction, integration challenges, market conditions, and the potential impact on business operations. The document also addresses the importance of reading the forthcoming Registration Statement and Proxy Statement/Prospectus for complete information regarding the merger.

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325008508

Filing Summary: Strive Enterprises, Inc. has filed this communication regarding its proposed business combination with Asset Entities Inc. (ASST). Matt Cole, the CEO of Strive, provided insights into forward-looking statements concerning the anticipated transaction. These statements involve risks and uncertainties, including the possibility of the merger not closing as expected due to unmet conditions or adverse legal proceedings. Furthermore, Strive and ASST anticipate potential challenges such as integration difficulties, fluctuating share prices, or adverse reactions from customers and employees related to the merger announcement. They emphasize that actual results may differ from projected outcomes. ASST plans to file a Registration Statement on Form S-4 to register common stock to be issued as part of this merger. Shareholders are encouraged to read the forthcoming Proxy Statement/Prospectus related to the transaction, which will contain critical information about the businesses and the merger process.

Form Type: 425

Filing Date: 2025-07-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025061474

Filing Summary: Asset Entities Inc. has entered into an Amended and Restated Agreement and Plan of Merger (the 'A&R Merger Agreement') on June 27, 2025, with Alpha Merger Sub, Inc. and Strive Enterprises, Inc. The agreement follows an initial merger agreement from May 6, 2025, and is aimed at allowing Strive to continue as a wholly owned subsidiary of Asset Entities while involving a stock exchange and cash consideration for Strive shareholders. Key changes include an extended deadline for the merger to February 6, 2026, to accommodate potential delays, and a unanimous board approval for the stock issuance related to the merger. The company plans to file a proxy statement and a registration statement on Form S-4 in connection with the transaction, which is expected to merge Strive and Asset Entities by early Fall 2025.

Form Type: 8-K

Filing Date: 2025-07-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025061470

Filing Summary: Asset Entities Inc. filed an 8-K on July 3, 2025, detailing the Amended and Restated Agreement and Plan of Merger (A&R Merger Agreement) dated June 27, 2025, with Strive Enterprises, Inc. and its wholly-owned subsidiary, Alpha Merger Sub, Inc. The merger will result in Strive becoming a wholly owned subsidiary of Asset Entities. The merger exchange ratio will convert Strive's shares into new Class B Common Stock of Asset Entities. This revision to the original merger agreement was initiated by Strive's election to restructure its operations to focus on maximizing its Bitcoin holdings. The company has extended the end date of the merger process to February 6, 2026, to accommodate potential delays. The board of directors has unanimously approved the A&R Merger Agreement and aims to secure stockholder approval for related transactions. The proposed merger is expected to close in early Fall 2025, and a registration statement will be filed with the SEC to support the transaction.

Form Type: 425

Filing Date: 2025-06-25

Corporate Action: Merger

Type: New

Accession Number: 000095010325007816

Filing Summary: Strive Enterprises, Inc. has filed Form 425 referring to a proposed business combination with Asset Entities Inc. (ASST). The document includes a cautionary statement regarding forward-looking statements, identifying risks and uncertainties related to the anticipated merger. Various risks are outlined, including potential failure to close the transaction, unexpected costs, and challenges in integrating the companies. A Registration Statement on Form S-4 will be filed with the SEC to facilitate the transaction, including a Proxy Statement/Prospectus to be sent to ASST's stockholders for approval. Investors are advised to read these documents, along with any future amendments, as they will contain vital information about both companies and the transaction details.

Form Type: 425

Filing Date: 2025-06-20

Corporate Action: Merger

Type: New

Accession Number: 000095010325007673

Filing Summary: Strive Enterprises, Inc. has filed a Form 425 in connection with a proposed business combination with Asset Entities Inc. (ASST) on June 20, 2025. The document highlights a cautionary statement regarding forward-looking statements related to the transaction, emphasizing inherent risks and uncertainties that could affect the expected outcomes. It discusses potential challenges such as the possibility of the merger not closing on time, legal proceedings against either entity, and the realization of expected benefits. The document mentions that ASST plans to file a Registration Statement on Form S-4 with the SEC, which will include a Proxy Statement/Prospectus seeking stockholder approval for the transaction. Investors are advised to read the relevant documents once available for important information regarding the merger. The communication also notes that certain directors and executives may participate in the proxy solicitation, and reiterates that this document does not constitute an offer or solicitation for securities.

Form Type: 425

Filing Date: 2025-06-20

Corporate Action: Merger

Type: New

Accession Number: 000095010325007674

Filing Summary: On June 20, 2025, Strive Enterprises, Inc. filed a Form 425 regarding a significant corporate action involving Asset Entities Inc. (ASST). The announcement highlights Strive's recent $750 million capital raise, aimed at enhancing their Bitcoin acquisition strategy. CEO Matt Cole elaborated on the implications of Bitcoin for corporations, emphasizing that more than 20% of companies are expected to hold Bitcoin on their balance sheets within the next five years—a substantial increase from the current rate of less than 1%. He discussed the differentiation of Strive’s asset management approach through unique alpha strategies designed to outperform Bitcoin and improve shareholder value. The filing also alluded to potential risks associated with the merger and financial integration between Strive and ASST, alongside the strategic benefits anticipated from the merger. Furthermore, various forward-looking statements were included, addressing investment risks and expectations concerning market conditions. The document underlines regulatory considerations and urges investors to review additional materials that will be filed concerning the merger, including a Registration Statement and Proxy Statement/Prospectus.

Form Type: 425

Filing Date: 2025-06-20

Corporate Action: Merger

Type: New

Accession Number: 000095010325007675

Filing Summary: Strive Enterprises, Inc. has filed a communication regarding its proposed business combination with Asset Entities Inc. (ASST) as of June 20, 2025. The document discusses the potential benefits and risks associated with the merger, including strategic and financial synergies, and the anticipated impact on the future performance of the combined entity. Forward-looking statements indicate the expected benefits and timelines for the proposed transaction; however, they are subject to uncertainties and risks that could affect the closing of the deal or the realization of anticipated benefits. The document emphasizes the need for stockholders to read the upcoming Registration Statement on Form S-4 and Proxy Statement/Prospectus carefully when they become available, as they will provide important information regarding the transaction and its implications for stakeholders. Strive and ASST may also file additional documents with the SEC related to the merger. The communication also clarifies that it does not constitute an offer to sell or solicit votes for the transaction prior to proper registration or qualification under relevant securities laws.

Form Type: 425

Filing Date: 2025-06-13

Corporate Action: Merger

Type: New

Accession Number: 000095010325007334

Filing Summary: Asset Entities Inc. is engaged in a reverse merger with Strive Enterprises, Inc., in an effort to leverage the benefits of a Bitcoin Treasury strategy. The company plans to enhance its market position by acquiring Bitcoin holdings and utilizing innovative financial strategies to gain shareholder value. Recent announcements include raising $750 million in a PIPE deal with additional warrants that could bring the total to $1.5 billion, aiming for significant size in the Bitcoin Treasury space. The merger emphasizes the integration of unique financial strategies and seeks to drive alpha for shareholders through creative capital use. This transaction signals an advantageous positioning against traditional investment models, promoting a pushback against ESG constraints and advocating for the incorporation of Bitcoin as a staple on corporate balance sheets. The discussion highlights the current market landscape for Bitcoin Treasury companies, where less than 1% of publicly traded companies have Bitcoin assets, stressing the need for more corporations to adopt Bitcoin to maximize long-term value for shareholders.

Form Type: 425

Filing Date: 2025-06-12

Corporate Action: Merger

Type: New

Accession Number: 000095010325007327

Filing Summary: Strive Enterprises, Inc. filed Form 425 on June 12, 2025, regarding a proposed business combination with Asset Entities Inc. This document outlines the forward-looking statements related to the transaction and notes various risks and uncertainties that could affect the expected benefits of the merger, including the potential for delays or unforeseen circumstances that could impact completion. It emphasizes the importance of reading the forthcoming Registration Statement on Form S-4 and Proxy Statement/Prospectus for detailed information about Strive, ASST, and the proposed transaction. The filing also indicates that Strive and ASST may solicit proxies from ASST's stockholders concerning the merger, and it clarifies that this communication does not constitute an offer to sell or solicit votes or approvals without proper registration or qualification under relevant securities laws.

Form Type: 425

Filing Date: 2025-06-12

Corporate Action: Merger

Type: New

Accession Number: 000095010325007330

Filing Summary: Strive Enterprises, Inc. has filed a communication concerning their proposed business combination with Asset Entities Inc. The communication includes forward-looking statements regarding expectations for the transaction, strategic and financial benefits, anticipated closing timelines, and potential integration challenges. Risks that could affect the merger include the possibility of not closing on time, adverse reactions from customers, changes in market conditions, and legal proceedings. Strive and Asset Entities will file a Registration Statement on Form S-4 with the SEC to register common stock related to the merger, including a proxy statement and prospectus to seek approval from stockholders. Investors are encouraged to read these documents for important information regarding the proposed transaction.

Form Type: 425

Filing Date: 2025-06-12

Corporate Action: Merger

Type: New

Accession Number: 000095010325007332

Filing Summary: Strive Enterprises, Inc. has filed a communication regarding its proposed business combination with Asset Entities Inc. (ASST). The document discusses forward-looking statements related to the anticipated benefits and strategic advantages of the merger, including expected improvements in financial performance and risks that may affect the completion and success of the transaction. Key risks outlined include potential delays in closing the merger, challenges in integration, unexpected costs, and market conditions impacting share prices. Strive and ASST intend to file a Registration Statement on Form S-4 with the SEC in connection with the transaction, which will include a Proxy Statement/Prospectus for the approval of ASST's stockholders. The communication emphasizes the importance of stakeholders reading all relevant documents once they are available to understand the implications of the transaction.

Form Type: 425

Filing Date: 2025-06-09

Corporate Action: Merger

Type: New

Accession Number: 000095010325007143

Filing Summary: Strive Enterprises, Inc. has announced a proposed business combination with Asset Entities Inc. The communication, made by CFO Benjamin Pham, indicates that this transaction is subject to various conditions, and its closing is not guaranteed. Forward-looking statements suggest expected benefits related to earnings growth, book value recovery, and operational metrics post-merger. However, risks including challenges in obtaining necessary approvals, integration difficulties, and the impact of market conditions were noted, which could affect the anticipated advantages of the merger. ASST plans to file a Registration Statement on Form S-4 with the SEC to register the stock to be issued in connection with the merger and will provide a definitive Proxy Statement/Prospectus for approval from ASST’s stockholders.

Form Type: 425

Filing Date: 2025-06-09

Corporate Action: Merger

Type: New

Accession Number: 000095010325007144

Filing Summary: Strive Enterprises, Inc. filed under Rule 425 regarding its proposed business combination with Asset Entities Inc. The communication highlights the forward-looking statements regarding the anticipated transaction, including its timing, strategic and financial benefits, potential risks, and uncertainties that may affect the closing and integration of the two companies. It ensues that conditions fostering the transaction must be met and warns that stakeholders should be cautious in their reliance on such forward-looking statements. Additionally, it states that the companies intend to file a Registration Statement on Form S-4 to register common stock to be issued in connection with the merger and urges stockholders to read the relevant documents when available for important information regarding the transaction.

Form Type: 425

Filing Date: 2025-06-09

Corporate Action: Merger

Type: New

Accession Number: 000095010325007145

Filing Summary: Strive Enterprises, Inc. filed a communication regarding its proposed business combination with Asset Entities Inc. This document highlights various forward-looking statements relating to the anticipated benefits and risks of the transaction. The merger aims to create strategic and financial advantages, including expected improvements in earnings per share and integrate the operations effectively. There are several risks associated, such as potential delays in closing the transaction, legal challenges, and market responses that may impact the expected outcomes. Additionally, Strive plans to file a Registration Statement on Form S-4 with the SEC to register shares related to this transaction and provide a detailed Proxy Statement/Prospectus to ASST's stockholders for their approval. Stakeholders are urged to review all forthcoming documents for information on the companies and the proposed transaction.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000095010325007071

Filing Summary: On June 5, 2025, Strive Enterprises, Inc. announced their merger with Asset Entities Inc., indicating their strategic shift towards establishing a publicly traded Bitcoin treasury company. CEO Matt Cole emphasized the motivation behind this merger is to address concerns about fiat currency and to better leverage Bitcoin as a stable asset in the current economic environment. The conversation highlighted the growing interest in Bitcoin treasury management, the potential for significant corporate adoption, and the evolving landscape around environmental, social, and governance (ESG) issues. Cole discussed Strive's prior focus on ETFs and how the company is now pivoting towards maximizing shareholder value through direct Bitcoin investments and corporate treasury strategies. Moreover, Cole articulated a broader trend of corporate America moving away from traditional ESG mandates toward a more mission-driven, value-maximizing approach, reflecting the potential market opportunities presented by Bitcoin. The merger is seen as a pivotal move towards becoming a leader in Bitcoin treasury management and corporate engagement strategies. Strive aims to innovate financial practices while avoiding excessive debt, as they explore different strategies to build a durable Bitcoin war chest over the coming years, emphasizing shareholder value throughout the transition.

Form Type: 425

Filing Date: 2025-05-28

Corporate Action: Merger

Type: New

Accession Number: 000095010325006505

Filing Summary: Strive Enterprises, Inc. disclosed communication related to a proposed business combination with Asset Entities Inc. on May 28, 2025. The communication includes forward-looking statements regarding the transaction's strategic and financial benefits, integration of the companies, and potential risks such as delays in closing, legal proceedings, and integration challenges. Strive and ASST intend to file a Registration Statement on Form S-4 to register shares in connection with the transaction, which will include a proxy statement/prospectus for ASST's stockholders to approve the merger. Investors are encouraged to review these documents carefully once available, as they contain important information regarding the proposed transaction. The communication emphasizes that this is not an offer for securities, and details the participation of executives in the solicitation of proxies related to the transaction.

Form Type: 425

Filing Date: 2025-05-28

Corporate Action: Merger

Type: New

Accession Number: 000095010325006506

Filing Summary: Strive Enterprises, Inc. has filed a communication in relation to their proposed business combination with Asset Entities Inc. (ASST). The document outlines a statement from Matt Cole, CEO of Strive, which emphasizes the forward-looking nature of the statements regarding the proposed transaction. It highlights potential risks and uncertainties associated with the merger, including the possibility of delays in closing, legal challenges, and the realization of anticipated benefits. Furthermore, it mentions that Strive intends to file a Registration Statement on Form S-4 to register common stock linked to the transaction and seek stockholder approval through a Proxy Statement/Prospectus. Investors are advised to read those documents closely for vital information related to the proposed merger.

Form Type: 425

Filing Date: 2025-05-28

Corporate Action: Merger

Type: New

Accession Number: 000095010325006509

Filing Summary: Strive Enterprises, Inc. has filed a communication regarding its proposed business combination with Asset Entities Inc. The document discusses forward-looking statements related to the outlook and expectations for the anticipated merger. It details potential risks and uncertainties that could impact the proposed transaction's timeline and successful integration, such as the possibility of the merger agreement being terminated, the timing of the transaction's closure, the outcome of legal proceedings, and potential market condition impacts. It emphasizes that while Strive and ASST anticipate benefits from the merger, actual results may differ significantly due to various factors. Investors are cautioned to consider these risks and encouraged to read forthcoming filings related to the transaction for more detailed information.

Form Type: 425

Filing Date: 2025-05-28

Corporate Action: Merger

Type: New

Accession Number: 000095010325006510

Filing Summary: Strive Enterprises, Inc. filed this communication related to its proposed business combination with Asset Entities Inc. (ASST) on May 27, 2025. The document outlines forward-looking statements regarding the merger, highlighting inherent risks and uncertainties that might affect the anticipated outcomes of the transaction. Key risks include the potential termination of the Merger Agreement, delays in closing the transaction, the outcome of any legal proceedings, and challenges in integrating the two companies. Strive and ASST are preparing a Registration Statement on Form S-4 to register common stock to be issued in connection with this transaction. A definitive Proxy Statement/Prospectus will be distributed to ASST stockholders seeking their approval of the merger, urging them to review the relevant documents once available. The communication emphasizes caution against over-reliance on forward-looking statements, which are subject to change based on various factors.

Form Type: 425

Filing Date: 2025-05-28

Corporate Action: Merger

Type: New

Accession Number: 000095010325006511

Filing Summary: On May 28, 2025, Strive Enterprises, Inc. filed a Form 425 regarding its proposed business combination with Asset Entities Inc. (ASST). The document includes a cautionary statement about forward-looking statements made in connection to the merger. These statements involve risks and uncertainties regarding the successful completion and integration of the merger, potential legal proceedings, and expected benefits such as financial performance and operational efficiencies. Strive and ASST indicate that their assumptions and expectations may not come to fruition due to various factors, including market conditions and other unforeseen events. Additionally, the document mentions that ASST plans to file a Registration Statement on Form S-4, which will include a Proxy Statement/Prospectus to seek stockholder approval for the transaction. The communication highlights the necessity for stakeholders to read the relevant documents once available, as they will contain important information about the companies and the merger.

Form Type: 425

Filing Date: 2025-05-28

Corporate Action: Merger

Type: New

Accession Number: 000095010325006512

Filing Summary: On May 28, 2025, Strive Enterprises, Inc. filed a communication related to its proposed business combination with Asset Entities Inc. (ASST). This document includes cautionary statements regarding forward-looking statements, outlining the concerns associated with the anticipated merger. It discusses the parties' expectations and potential risks, such as the possibility of the transaction not closing on time or at all due to unmet conditions, the impact of economic and market conditions, and potential complications during the integration process. The document highlights the importance of reading forthcoming filings and the registration statement on Form S-4 intended for SEC review, which will include substantive details pertinent to ASST's stockholders regarding the merger. Furthermore, the solicitation of proxies from ASST's stockholders is mentioned, reiterating that detailed information related to the transaction will be available in the definitive Proxy Statement/Prospectus when filed.

Form Type: 425

Filing Date: 2025-05-28

Corporate Action: Merger

Type: New

Accession Number: 000095010325006501

Filing Summary: On May 28, 2025, Strive Enterprises, Inc. announced its merger with Asset Entities Inc. (ASST) to create a new Bitcoin treasury company. The merger, which was initially announced 20 days prior, aims to leverage both beta and alpha investment strategies in Bitcoin. Strive highlighted the closing of a pipe deal amounting to $750 million, with potential for an additional $750 million, marking a significant fundraise for Bitcoin treasury companies. The CEO of Strive, Matt Cole, shared insights on differentiating strategies they plan to employ, including acquiring distressed biotech companies and distressed Bitcoin claims that trade at a significant discount. The document discusses potential strategic and financial benefits of the merger and asserts that the newly formed entity will enhance shareholder value by deploying innovative investment techniques. A cautionary note indicated the inherent risks and uncertainties associated with forward-looking statements regarding the merger's successful integration and performance.

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.