What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-02 compared with 2023-03-31 · 1845 added, 1312 removed, 404 unchanged (89% of the section changed)

CONTROLS AND PROCEDURES.

of Disclosure Controls and Procedures

maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Disclosure controls and procedures

refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the

SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial

Officer, as appropriate, to allow timely decisions regarding required disclosure.

required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision

of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls

and procedures, as of December 31, 2022.

Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial

Officer determined that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us

in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified

in applicable rules and forms and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial

Officer, to allow timely decisions regarding required disclosure.

Annual Report on Internal Control over Financial Reporting

Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly

public companies.

in Internal Controls over Financial Reporting

regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls

and increase efficiency, while ensuring that we maintain an effective internal control environment.

Changes may include such activities

as implementing new, more efficient systems, consolidating activities, and migrating processes.

have been no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2022 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our

Chief Executive Officer and Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act) prior to the filing of this Annual Report.

Based on that evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures

were, in design and operation, effective at a reasonable assurance level.

Management’s Annual Report on Internal

Control over Financial Reporting

Management is responsible

for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) of

the Exchange Act.

Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation

of financial statements for external purposes in accordance with generally accepted account principles.

All internal control systems,

no matter how well designed, have inherent limitations and can provide only reasonable assurance that the objectives of the internal

control system are met.

Management assessed

the effectiveness of our internal control over financial reporting as of December 31, 2023.

In making this assessment, management used

the framework set forth in the report entitled Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission, or COSO.

The COSO framework summarizes each of the components of a company’s internal control system,

including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

Based on this evaluation,

our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s internal control over financial reporting

as of December 31, 2023 was effective.

This Annual Report does not include an attestation

report of our independent registered public accounting firm regarding internal control over financial reporting.

Pursuant to Item 308(b)

of Regulation S-K, management’s report is not subject to attestation by our independent registered public accounting firm because

the Company is neither an “accelerated filer” nor a “large accelerated filer” as those terms are defined by the

Changes in Internal Controls over Financial

There were no changes in our internal control

over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Control.

The effectiveness of any system of internal control

over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing,

operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

Accordingly, any system

of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable,

not absolute assurances.

In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you

that such improvements will be sufficient to provide us with effective internal control over financial reporting.

OTHER INFORMATION .

have no information to disclose that was required to be disclosed in a report on Form 8-K during the fourth quarter of fiscal year 2022

but was not reported.

We have no information to disclose that was required

to be disclosed in a report on Form 8-K during the fourth quarter of fiscal year 2023 but was not reported other than as disclosed below.

The information relating to the Second Triton

Amendment in Item 5.

“ Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities – Recent Sales Of Unregistered Securities ” is incorporated by reference herein.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

and Executive Officers

following sets forth information about our directors and executive officers:

Experience Officer

Chairman and Director

Executive Officer, President and Director

Financial Officer, Treasurer and Secretary

Marketing Officer

Operating Officer

Vice-Chairman and Director

Directors and Executive Officers

The following sets forth information about our

directors and executive officers:

Chief Experience Officer

Michael Gaubert

Executive Chairman and Director

Arshia Sarkhani

Chief Executive Officer, President and Director

Matthew Krueger

Chief Financial Officer,

Treasurer and Secretary

Arman Sarkhani

Chief Operating Officer

Kyle Fairbanks

Chief Marketing Officer,

Executive Vice-Chairman and Director

Chief Technology Officer

Derek Dunlop has served as our Chief Experience Officer since September 2021.

35 unchanged sentences

degree in Electronic and Electrical Engineering from Robert Gordon University.

Gaubert has served as our Executive Chairman since January 2022 and as our General Counsel since September 2021.

has been a licensed attorney for 28 years.

Michael Gaubert has served as our

Executive Chairman since January 2022 and as our General Counsel since September 2021.

Gaubert has been a licensed attorney for 28

Since July 2016, Mr.

Gaubert has been the President of Gaubert Law Group, PC, where he provides

legal services to his clients.

Gaubert has been the President of Gaubert Law Group, PC, where he provides legal services to his clients.

Prior to establishing Gaubert Law Group, PC, from March 2015 to July 2016, Mr.

Gaubert was a partner at

the national law firm of Lewis Brisbois Bisgaard & Smith, LLP, ranked in the top 20 largest law firms in the country.

Gaubert has been a manager of the rideshare company Get It Holdings, LLC.

Gaubert was a partner at the national law firm of Lewis

Brisbois Bisgaard & Smith, LLP, ranked in the top 20 largest law firms in the country.

Since August 2017, Mr.

Gaubert has been a

manager of the rideshare company Get It Holdings, LLC.

From February 2015 to December 2017, Mr.

was the chairman and chief executive officer of Get Me, LLC, a rideshare/delivery software app operator, and he resumed the position

of chairman in April 2018.

Gaubert has litigation and trial experience working on complex cases in a variety of areas relating to

management contracts, termination agreements, loan agreements, real estate sale and purchase contracts, and various other agreements.

Gaubert has represented large real estate companies, hotel owners and operators, including, publicly- and privately-held businesses,

in litigation in multiple U.S.

Gaubert represents clients in complex commercial and business litigation, business and real

estate, and other transactions.

Gaubert’s areas of practice include general contract, business torts, real estate litigation

and transactions, hotel and hospitality law, construction contracts and litigation, personal services contracts, consulting agreements,

bankruptcy litigation, intellectual property, e-commerce and Internet-related issues, and certain aspects of entertainment law and related

Gaubert is admitted to practice law in all of the Courts of the State of Texas, the United States District Court for the

Northern District of Texas, the United States District Court for the Eastern District of Texas, the United States Court of Appeals for

the Third Circuit, and the United States Court of Appeals for the Fifth Circuit.

Gaubert received his JD from Georgetown University

Law Center and his Bachelor’s degree in History with a minor in Business Administration and African American Studies from Southern

Methodist University.

Sarkhani is a co-founder of Asset Entities, and has served as our Chief Executive Officer and a director since September 2021

and President since March 2022.

Sarkhani was our Head of Monetization from August 2020, when we began our operations as a general

partnership, until September 2021.

Gaubert was the chairman and chief executive

officer of Get Me, LLC, a rideshare/delivery software app operator, and he resumed the position of chairman in April 2018.

has litigation and trial experience working on complex cases in a variety of areas relating to management contracts, termination agreements,

loan agreements, real estate sale and purchase contracts, and various other agreements.

Gaubert has represented large real estate

companies, hotel owners and operators, including, publicly- and privately-held businesses, in litigation in multiple U.S.

Gaubert represents clients in complex commercial and business litigation, business and real estate, and other transactions.

areas of practice include general contract, business torts, real estate litigation and transactions, hotel and hospitality law, construction

contracts and litigation, personal services contracts, consulting agreements, bankruptcy litigation, intellectual property, e-commerce

and Internet-related issues, and certain aspects of entertainment law and related disputes.

Gaubert is admitted to practice law in

all of the Courts of the State of Texas, the United States District Court for the Northern District of Texas, the United States District

Court for the Eastern District of Texas, the United States Court of Appeals for the Third Circuit, and the United States Court of Appeals

for the Fifth Circuit.

Gaubert received his JD from Georgetown University Law Center and his Bachelor’s degree in History with

a minor in Business Administration and African American Studies from Southern Methodist University.

Arshia Sarkhani is a co-founder

of Asset Entities, and has served as our Chief Executive Officer and a director since September 2021 and President since March 2022.

Sarkhani was our Head of Monetization from August 2020, when we began our operations as a general partnership, until September 2021.

Since April 2020 and July 2020, Mr.

Sarkhani has also been sole owner and chief executive officer

of Sarkhani Inc.

and Shiazon Inc., respectively.

Sarkhani has also been sole owner and chief executive officer of Sarkhani Inc.

and Shiazon Inc.,

respectively.

Before co-founding Asset Entities, Mr.

Sarkhani actively invested and developed a social

media following which he and his co-founders utilized when starting Asset Entities.

Sarkhani actively invested and developed a social media following which he and his

co-founders utilized when starting Asset Entities.

From May 2019 to September 2020, Mr.

a legal intern at The RDM Legal Group.

Sarkhani was a legal intern at The RDM Legal

From September 2015 to May 2018, Mr.

Sarkhani attended the University of California, Merced, and

subsequently, from September 2018 to May 2019, Grossmont Community College.

Sarkhani attended the University of California, Merced, and subsequently, from September

2018 to May 2019, Grossmont Community College.

From September 2019 to May 2021, Mr.

Sarkhani attended San

Diego State University where he received his Bachelor’s degree in Humanities.

Sarkhani attended San Diego State University where

he received his Bachelor’s degree in Humanities.

We believe that Mr.

Sarkhani is qualified to serve

on our board of directors as a co-founder with deep knowledge of Asset Entities.

Krueger has served as our Chief Financial Officer since September 2021 and became Secretary and Treasurer in March 2022.

December 2018, Mr.

Krueger has been the manager and chief executive officer of his consulting company Xcelerated Consulting, LLC where

he provides business and management services to clients in the technology, oil and gas, and real estate industry.

From March 2015 to

December 2018, Mr.

Krueger was the director of finance at Get Me, LLC.

From 2010 to 2015, he had roles as the director of finance, controller,

and assistant controller at Technology Resource Center of America, LLC.

Krueger received his Bachelor’s degree in Business

Administration, with a minor in Accounting, summa cum laude, from Finlandia University.

Sarkhani is qualified to serve on our board of directors as

a co-founder with deep knowledge of Asset Entities.

Matthew Krueger has served as our

Chief Financial Officer since September 2021 and became Secretary and Treasurer in March 2022.

Since December 2018, Mr.

Krueger has been

the manager and chief executive officer of his consulting company Xcelerated Consulting, LLC where he provides business and management

services to clients in the technology, oil and gas, and real estate industry.

From March 2015 to December 2018, Mr.

Krueger was the director

of finance at Get Me, LLC.

From 2010 to 2015, he had roles as the director of finance, controller, and assistant controller at Technology

Resource Center of America, LLC.

Krueger received his Bachelor’s degree in Business Administration, with a minor in Accounting,

summa cum laude, from Finlandia University.

Krueger holds a Texas CPA license.

Fairbanks is a co-founder of Asset Entities, and has served as our Chief Marketing Officer since we began our operations as a

general partnership in August 2020.

Arman Sarkhani is a co-founder

of Asset Entities, and has served as our Chief Operating Officer since January 2022.

Before co-founding Asset Entities, Mr.

Fairbanks actively invested and developed a social media following

which he and his co-founders utilized when starting Asset Entities.

From August 2019 to May 2020, Mr.

Fairbanks attended San Diego State

From September 2018 to August 2019, Mr.

Fairbanks worked as an instructional aide for the Humboldt County Office of Education.

In May 2019, Mr.

Fairbanks graduated from Fortuna Union High School.

Sarkhani is a co-founder of Asset Entities, and has served as our Chief Operating Officer since January 2022.

Before co-founding

Asset Entities, Mr.

Sarkhani actively invested and developed a social media following which he and his co-founders utilized when starting

Asset Entities.

From October 2019 to November 2020, Mr.

Sarkhani was a tutor with AVID, a nonprofit educational service, at Mount Carmel

From August 2018 to May 2021, Mr.

actively invested and developed a social media following which he and his co-founders utilized when starting Asset Entities.

2019 to November 2020, Mr.

Sarkhani was a tutor with AVID, a nonprofit educational service, at Mount Carmel High School.

2018 to May 2021, Mr.

Sarkhani attended Miramar Community College.

Sarkhani has been attending University

of California – San Diego since September 2021, and expects to earn a Bachelor’s degree in Marketing and Marketing Management

Fairbanks is a co-founder of Asset Entities, and has served as our Executive Vice-Chairman since January 2022.

was our Executive Chairman from August 2020, when we began our operations as a general partnership, until January 2022.

Before co-founding

Asset Entities, Mr.

Fairbanks actively invested and developed a social media following which he and his co-founders utilized when starting

Asset Entities.

Sarkhani has been attending University of California – San

Diego since September 2021, and expects to earn a Bachelor’s degree in Marketing and Marketing Management in May 2024.

Kyle Fairbanks is a co-founder

of Asset Entities, has served as our Executive Vice-Chairman since January 2022 and has served as our Chief Marketing Officer since November

Fairbanks was our Executive Chairman from August 2020, when we began our operations as a general partnership, until January

Before co-founding Asset Entities, Mr.

Fairbanks actively invested and developed a social media following which he and his co-founders

utilized when starting Asset Entities.

From December 2019 to December 2020, Mr.

Fairbanks worked as a certified personal trainer with Associated Students, a

student-led nonprofit auxiliary of California State University, Chico.

Fairbanks worked as a certified personal trainer with

Associated Students, a student-led nonprofit auxiliary of California State University, Chico.

From September 2017 to May 2018, Mr.

Fairbanks worked as a part-time

instructional aide at the Humboldt County Office of Education Juvenile Hall Court.

From September to October 2019, Mr.

Fairbanks worked

as a dining hall student-employee at California State University, Chico.

Fairbanks received his Bachelor’s degree in Business

Administration and Management from California State University, Chico in May 2020.

worked as a part-time instructional aide at the Humboldt County Office of Education Juvenile Hall Court.

From September to October 2019,

Fairbanks worked as a dining hall student-employee at California State University, Chico.

Fairbanks received his Bachelor’s

degree in Business Administration and Management from California State University, Chico in May 2020.

We believe that Mr.

Fairbanks is qualified to serve

on our board of directors as a co-founder with deep knowledge of Asset Entities.

Burton became a member of our board of directors in February 2023.

Burton is also the chairman of our compensation committee

and a member of our audit committee and nominating and corporate governance committee.

qualified to serve on our board of directors as a co-founder with deep knowledge of Asset Entities.

Jason Lee has served as our Chief

Technology Officer since November 2023.

In July 2020, Mr.

Lee founded Ternary, a Discord community business management service, and served

as its Chief Executive Officer until November 2023 when its business and assets were acquired by the Company.

In August 2019, Mr.

co-founded OptionsSwing, an educational Discord options trading service, and served as its Chief Executive Officer until November 2023

when its business and assets were also acquired by the Company.

Lee was placed on the Forbes Next 1000 list and received

the GFEL Excellence in Education Award for his work at OptionsSwing.

From April 2014 to November 2020, Mr.

Lee worked for Salesforce

CRM), where from February 2017 he was a Lead Solution Engineer after previously working as an Associate Solution Engineer,

Solution Engineer, and Senior Solution Engineer from April 2014 to February 2017.

Lee holds several Salesforce certifications, which

underscore his expertise in customer relationship management (CRM) technologies.

Lee received his bachelor’s degree in U.S.

History from Syracuse University.

Burton became a member

of our board of directors in February 2023.

Burton is also the chairman of our compensation committee and a member of our audit committee

and nominating and corporate governance committee.

Burton is licensed to practice law in Texas.

Since 2009, Mr.

Burton has served as general counsel and executive vice president for Landmark Management Group, LLC.

As part of his

duties, he manages the corporate and regulatory affairs of companies in the financial services industry, in addition to managing the

human resources department and acting as the company’s spokesperson.

Burton has served

as general counsel and executive vice president for Landmark Management Group, LLC.

As part of his duties, he manages the corporate and

regulatory affairs of companies in the financial services industry, in addition to managing the human resources department and acting

as the company’s spokesperson.

From 1996 to 2008, Mr.

Burton was general counsel and executive

vice president for Marketing Investors Corporation, Inc.

where he managed the corporate and litigation affairs of businesses operating

in the real estate, apparel, direct to consumer sales and restaurant industries.

Burton has been a director on several boards over

the years, including CreditAssociates, LLC, CID Resources, Inc.

Burton was general counsel and executive vice president for Marketing Investors

Corporation, Inc.

where he managed the corporate and litigation affairs of businesses operating in the real estate, apparel, direct to

consumer sales and restaurant industries.

Burton has been a director on several boards over the years, including CreditAssociates,

LLC, CID Resources, Inc.

and BayLab USA, LLC.

Burton received his JD from the Albany Law School

of Union University and his Bachelor’s degree in Finance and Economics from State University of New York at Albany.

Burton is qualified to serve on our board of directors due to his extensive legal career and board of director experience.

Jack II became a member of our board of directors in February 2023.

Burton received his JD from the Albany Law School of Union University and his Bachelor’s

degree in Finance and Economics from State University of New York at Albany.

We believe that Mr.

Burton is qualified to serve on our

board of directors due to his extensive legal career and board of director experience.

Jack II became

a member of our board of directors in February 2023.

Jack is an attorney licensed to practice law in Florida.

Jack is also a member of our compensation committee and nominating and corporate governance committee.

Jack is also a

member of our compensation committee and nominating and corporate governance committee.

Since 1998, Mr.

Jack has been

an Allstate Insurance Agent with offices in Boca Raton and Delray Beach, Florida.

Throughout this time, these offices have won numerous

awards from Allstate, including the Honor Ring for six years, Circle of Champions Award for three years, Inner Circle Elite Award for

two years and the National Conference Award for one year.

Jack served on the Advent Lutheran School Board from 2012 to 2016, and

is currently serving on the Advent Luther Church Executive Committee.

Jack received his JD from Georgetown University Law Center

and his Bachelor’s degree in Communication and Economics from the University of Miami.

Jack played Division 1 College football

for the famed Miami Hurricanes from 1985 to 1989 winning a national championship under the nationally known former coach, Jimmy Johnson,

before attending law school at Georgetown.

Jack has been an Allstate Insurance

Agent with offices in Boca Raton and Delray Beach, Florida.

Throughout this time, these offices have won numerous awards from Allstate,

including the Honor Ring for six years, Circle of Champions Award for three years, Inner Circle Elite Award for two years and the National

Conference Award for one year.

Jack served on the Advent Lutheran School Board from 2012 to 2016, and is currently serving on the

Advent Luther Church Executive Committee.

Jack received his JD from Georgetown University Law Center and his Bachelor’s degree

in Communication and Economics from the University of Miami.

Jack played Division 1 College football for the famed Miami Hurricanes

from 1985 to 1989 winning a national championship under the nationally known former coach, Jimmy Johnson, before attending law school

at Georgetown.

We believe that Mr.

Jack is qualified to serve on our board of directors due to his record

of business team management and successes.

McDonald became a member of our board of directors in February 2023.

McDonald is also the chairman of our nominating and

corporate governance committee and a member of our audit committee.

Jack is qualified to serve on our board of directors due to his record of business team management

and successes.

McDonald became

a member of our board of directors in February 2023.

McDonald is also the chairman of our nominating and corporate governance committee

and a member of our audit committee.

McDonald is licensed to practice law in Texas.

Over the course

of the four decades Mr.

McDonald has been practicing law, he has represented buyers and sellers of real property and lenders in a variety

of transactions, including clients who buy, sell and develop unimproved real property and who buy and sell improved property such as

multifamily projects, retail projects and office buildings.

McDonald has also been lender’s counsel for banks, savings and

loans and private lenders.

From 2001 to 2007, and again from 2019 to present, Mr.

McDonald has served on the Planning and Zoning Commission

for the City of DeSoto.

McDonald received his JD from the University of Texas and his Bachelor’s degree in Political Science

and Mathematics from Southern Methodist University.

Over the course of the four decades Mr.

has been practicing law, he has represented buyers and sellers of real property and lenders in a variety of transactions, including clients

who buy, sell and develop unimproved real property and who buy and sell improved property such as multifamily projects, retail projects

and office buildings.

McDonald has also been lender’s counsel for banks, savings and loans and private lenders.

2007, and again from 2019 to present, Mr.

McDonald has served on the Planning and Zoning Commission for the City of DeSoto.

received his JD from the University of Texas and his Bachelor’s degree in Political Science and Mathematics from Southern Methodist

We believe that Mr.

McDonald is qualified to serve on our board of directors due

to his extensive legal career and commission experience.

Regli became a member of our board of directors in February 2023.

Regli is also the chairman of our audit committee and a

member of our compensation committee.

McDonald is qualified to serve on our board of directors due to his extensive legal career and commission

Brian Regli became a

member of our board of directors in February 2023.

Regli is also the chairman of our audit committee and a member of our compensation

Since 2012, Mr.

Regli has been the chief executive officer of Revere Suburban Realty.

has also been the chief financial officer of DVNC LLC since 2020.

Regli has also been the chief financial

officer of DVNC LLC since 2020.

From 2006 to 2012, Mr.

Regli was the chief executive officer of Drakontas

LLC, from which he transitioned to being the Director of Commerce for Montgomery County, Pennsylvania from 2012 to 2014 during which

time he was also the Executive Director for Montgomery County Industrial Development Authority.

Regli has been on many boards and

committees over the years, including being a member of the Board of Trustees for Gwynedd Mercy University since 2020 and a director on

the Cheltenham Township Community Development Corporation since 2017.

Regli was the chief executive officer of Drakontas LLC, from which he transitioned

to being the Director of Commerce for Montgomery County, Pennsylvania from 2012 to 2014 during which time he was also the Executive Director

for Montgomery County Industrial Development Authority.

Regli has been on many boards and committees over the years, including being

a member of the Board of Trustees for Gwynedd Mercy University since 2020 and a director on the Cheltenham Township Community Development

Corporation since 2017.

Regli received his Ph.D.

and Master’s degree in Comparative

Politics and International Economic Development from The Fletcher School of Law and Diplomacy, Tufts University, and his Bachelor’s

degree in Philosophy and Government from Georgetown University.

and Master’s degree in Comparative Politics and International Economic Development

from The Fletcher School of Law and Diplomacy, Tufts University, and his Bachelor’s degree in Philosophy and Government from Georgetown

We believe that Mr.

Regli is qualified to serve on our board of directors

due to his long record of executive and board experience.

directors currently have terms which will end at our next annual meeting of the stockholders or until their successors are elected and

qualify, subject to their prior death, resignation or removal.

Regli is qualified to serve on our board of directors due to his long record of executive and board experience.

Our directors currently have terms which will

end at our next annual meeting of the stockholders or until their successors are elected and qualify, subject to their prior death, resignation

Officers serve at the discretion of the board of directors.

arrangement or understanding between any director or executive officer and any other person pursuant to which he was or is to be selected

as a director, nominee or officer.

Relationships

Sarkhani, who is our Chief Operating Officer, and Arshia Sarkhani, who is our Chief Executive Officer and President and a director, are

Jackson Fairbanks, who is our Chief Marketing Officer, and Kyle Fairbanks, who is our Executive Vice-Chairman, are brothers.

Michael Gaubert, who is our Executive Chairman, and Brian Regli, who is a nominee for our board of directors, are cousins.

no other family relationships among any of our executive officers or directors.

in Certain Legal Proceedings

the best of our knowledge, except as described below, none of our directors or executive officers has, during the past ten years:

convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding

traffic violations and other minor offences);

any bankruptcy petition filed by or against the business or property of the person, or of

any partnership, corporation or business association of which he was a general partner or

executive officer, either at the time of the bankruptcy filing or within two years prior

to that time;

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,

of any court of competent jurisdiction or federal or state authority, permanently or temporarily

enjoining, barring, suspending or otherwise limiting, his involvement in any type of business,

securities, futures, commodities, investment, banking, savings and loan, or insurance activities,

or to be associated with persons engaged in any such activity;

found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity

Futures Trading Commission to have violated a federal or state securities or commodities

law, and the judgment has not been reversed, suspended, or vacated;

the subject of, or a party to, any federal or state judicial or administrative order, judgment,

decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement

of a civil proceeding among private litigants), relating to an alleged violation of any federal

or state securities or commodities law or regulation, any law or regulation respecting financial

institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent

cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended

or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange

Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the

Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity

or organization that has disciplinary authority over its members or persons associated with

of the Board of Directors

board established the Company’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, each

with its own charter approved by the board.

There is no arrangement or understanding between any director

or executive officer and any other person pursuant to which he was or is to be selected as a director, nominee or officer.

Family Relationships

Arman Sarkhani, our Chief Operating Officer,

and Arshia Sarkhani, our Chief Executive Officer and President and a director, are brothers.

Michael Gaubert, our Executive Chairman,

and Brian Regli, a member of our board of directors, are cousins.

There are no other family relationships among any of our executive

officers or directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, except as described

below, none of our directors or executive officers has, during the past ten years:

● been convicted in a criminal proceeding

or been subject to a pending criminal proceeding (excluding traffic violations and other

minor offences);

● had any bankruptcy petition filed

by or against the business or property of the person, or of any partnership, corporation

or business association of which he was a general partner or executive officer, either at

the time of the bankruptcy filing or within two years prior to that time;

● been subject to any order, judgment,

or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction

or federal or state authority, permanently or temporarily enjoining, barring, suspending

or otherwise limiting, his involvement in any type of business, securities, futures, commodities,

investment, banking, savings and loan, or insurance activities, or to be associated with

persons engaged in any such activity;

● been found by a court of competent

jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission

to have violated a federal or state securities or commodities law, and the judgment has not

been reversed, suspended, or vacated;

● been the subject of, or a party

to, any federal or state judicial or administrative order, judgment, decree, or finding,

not subsequently reversed, suspended or vacated (not including any settlement of a civil

proceeding among private litigants), relating to an alleged violation of any federal or state

securities or commodities law or regulation, any law or regulation respecting financial institutions

or insurance companies including, but not limited to, a temporary or permanent injunction,

order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist

order, or removal or prohibition order, or any law or regulation prohibiting mail or wire

fraud or fraud in connection with any business entity;

● been the subject of, or a party

to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))),

any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary

authority over its members or persons associated with a member.

Committees of the Board of Directors

Our board established the Company’s Audit

Committee, Compensation Committee, and Nominating and Corporate Governance Committee, each with its own charter approved by the board.

Each committee’s charter is also available on our website at https://www.assetentities.com/.

addition, our board of directors may, from time to time, designate one or more additional committees, which shall have the duties and

powers granted to it by our board of directors.

further related discussion, see “Item 13.

Certain Relationships and Related Transactions, and Director Independence –

Director Independence – Committees of the Board of Directors ”.

Committee Members

Regli, Richard Burton, and Scott McDonald, each of whom satisfies the “independence” requirements of Rule 10A-3 under

the Exchange Act and Nasdaq’s rules, serve on our audit committee, with Mr.

In addition, our board of directors may, from

time to time, designate one or more additional committees, which shall have the duties and powers granted to it by our board of directors.

For further related discussion, see “Item

Certain Relationships and Related Transactions, and Director Independence – Director Independence – Committees of

the Board of Directors ”.

Audit Committee Members

Brian Regli, Richard Burton, and Scott McDonald,

each of whom has been determined by the board of directors to satisfy the “independence” requirements of Rule 10A-3

under the Exchange Act and Nasdaq’s rules, serve on our audit committee, with Mr.

Regli serving as the chairman.

Our Board has determined

Our board has

determined that Mr.

Regli qualifies as an “audit committee financial expert.”

Changes to Director Nomination Procedures

have been no material changes to the procedures by which stockholders may recommend nominees to our board of directors since such procedures

were last disclosed.

of Ethics and Business Conduct

have adopted a Code of Ethics and Business Conduct that applies to all of our directors, officers and employees, including our principal

executive officer, principal financial officer and principal accounting officer.

Such Code of Ethics and Business Conduct addresses,

among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure

requirements under the federal securities laws, and reporting of violations of the code.

full text of the Code of Ethics and Business Conduct is attached as Exhibit 14.1 to this Annual Report and posted on our website at https://www.assetentities.com/.

Any waiver of the Code of Ethics and Business Conduct for directors or executive officers must be approved by our Audit Committee.

will disclose future amendments to our Code of Ethics and Business Conduct, or waivers from our Code of Ethics and Business Conduct for

our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar

functions, on our website within four business days following the date of the amendment or waiver.

In addition, we will disclose

any waiver from our Code of Ethics and Business Conduct for our other executive officers and our directors on our website.

our Code of Ethics and Business Conduct will also be provided free of charge upon request to:

Secretary, Asset Entities Inc., 100

Crescent Ct, 7th Floor, Dallas, TX 75201.

Section 16(a) Reports

16(a) of the Exchange Act requires our directors and executive officers and beneficial holders of more than 10% of our shares of common

stock to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities.

We were not subject

to Section 16(a) of the Exchange Act during the year ended December 31, 2022.

Material Changes to Director Nomination Procedures

There have been no material changes to the procedures

by which stockholders may recommend nominees to our board of directors since such procedures were last disclosed.

Code of Ethics and Business Conduct

We have adopted a Code of Ethics and Business

Conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial

officer and principal accounting officer.

Such Code of Ethics and Business Conduct addresses, among other things, honesty and ethical

conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities

laws, and reporting of violations of the code.

The full text of the Code of Ethics and Business

Conduct is attached as Exhibit 14.1 to this Annual Report and posted on our website at https://www.assetentities.com/.

Any waiver of

the Code of Ethics and Business Conduct for directors or executive officers must be approved by our Audit Committee.

We will disclose

future amendments to our Code of Ethics and Business Conduct, or waivers from our Code of Ethics and Business Conduct for our principal

executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions,

on our website within four business days following the date of the amendment or waiver.

In addition, we will disclose any waiver

from our Code of Ethics and Business Conduct for our other executive officers and our directors on our website.

A copy of our Code of

Ethics and Business Conduct will also be provided free of charge upon request to:

Secretary, Asset Entities Inc., 100 Crescent Ct, 7th

Floor, Dallas, TX 75201.

Insider Trading Policy

Effective March 28, 2023, we adopted an insider trading policy that

applies to all our executive officers, directors and key employees.

The insider trading policy codifies the legal

and ethical principles that govern trading in our securities by persons associated with the Company that may possess material nonpublic

information relating to the Company.

A copy of the insider trading policy is filed as Exhibit 99.1 to this report.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our

directors and executive officers and beneficial holders of more than 10% of our shares of common stock to file with the SEC initial reports

of ownership and reports of changes in ownership of our equity securities.

Based solely on a review of our records, publicly available

information, and written representations by the persons required to file such reports, we believe that during the fiscal year ended December

31, 2023, there were no delinquent Section 16(a) reports.

EXECUTIVE COMPENSATION.

Compensation Table - Years Ended December 31, 2022 and 2021

following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons

for services rendered in all capacities during the noted periods.

No other executive officers received total compensation in excess

Summary Compensation Table - Years Ended December 31, 2023 and

The following table sets forth information concerning

all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during

the noted periods.

No other executive officers received total compensation in excess of $100,000.

Name and Principal Position

2 unchanged sentences

Arshia Sarkhani,

Chief Executive Officer and President

Derek Dunlop,

Chief Experience Officer

other compensation consisted of consulting fees.

Employment and Consulting Agreements

the employment letter agreement between the Company and the Company’s Chief Executive Officer and President, Arshia Sarkhani, dated

as of April 21, 2022, the term of the agreement commenced as of the closing of the IPO on February 7, 2023, and will continue for two

years unless terminated earlier in accordance with its terms.

Executive Officer and

Michael Gaubert,

Executive Chairman

Kyle Fairbanks,

Executive Vice-Chairman and

Chief Marketing

(1) On February 7, 2023, Arshia Sarkhani was granted 200,000 shares

of common stock subject to vesting as to approximately one-third of the total granted shares on each of the first three anniversaries

of the grant date.

The aggregate grant date fair value of this award was computed in accordance with FASB ASC Topic 718 based on the

assumptions described in Note 2 to the Company’s financial statements beginning on page F-1 of this Annual Report.

(2) All other compensation consisted of health

(3) All other compensation consisted of consulting

(4) On February 7, 2023, Michael Gaubert was

granted 225,500 shares of common stock subject to vesting as to approximately one-third of

the total granted shares on each of the first three anniversaries of the grant date.

aggregate grant date fair value of this award was computed in accordance with FASB ASC Topic

718 based on the assumptions described in Note 2 to the Company’s financial statements

beginning on page F-1 of this Annual Report.

(5) All other compensation consisted of consulting

fees and health insurance.

(6) On February 7, 2023, Kyle Fairbanks was granted

200,000 shares of common stock subject to subject to vesting as to approximately one-third

of the total granted shares on each of the first three anniversaries of the grant date.

aggregate grant date fair value of this award was computed in accordance with FASB ASC Topic

718 based on the assumptions described in Note 2 to the Company’s financial statements

beginning on page F-1 of this Annual Report.

Executive Employment and Consulting Agreements

Under the employment letter agreement between

the Company and the Company’s Chief Executive Officer and President, Arshia Sarkhani, dated as of April 21, 2022, the term of the

agreement commenced as of the closing of our initial public offering on February 7, 2023, and will continue for two years unless terminated

earlier in accordance with its terms.

During the term of the agreement, the Company will pay Mr.

annual salary of $240,000 and an initial cash bonus of $10,000.

Sarkhani will be eligible to receive an annual cash bonus as determined

by the Company’s board of directors.

Pursuant to the employment letter agreement, following the closing of the IPO, on February

Sarkhani an annual salary of $240,000

and paid an initial cash bonus of $10,000.

Sarkhani will be eligible to receive an annual cash bonus as determined by the Company’s

board of directors.

Pursuant to the employment letter agreement, following the closing of the initial public offering, on February 7,

2023, the Company entered into its standard form of restricted stock award agreement with Mr.

Sarkhani granting restricted stock under

the Plan in the amount of 200,000 shares of Class B Common Stock to vest equally over three years on each anniversary of the agreement.

Upon a change of control of the Company, all of the shares will vest immediately.

the Plan in the amount of 200,000 shares of Class B Common Stock subject to vesting as to approximately one-third of the total granted

shares on each of the first three anniversaries of the grant date.

Upon a change of control of the Company, all of the shares will vest

Under the employment letter agreement, Mr.

will be eligible to participate in standard benefits plans offered to similarly-situated employees by the Company from time to time,

subject to plan terms and generally applicable Company policies.

The employment letter agreement also has certain confidentiality and

non-competition provisions.

The Company previously entered into its standard form of directors and officers indemnification agreement

Sarkhani, and provided standard directors and officers liability insurance, in accordance with the employment letter agreement.

the employment letter agreement between the Company and the Company’s Chief Experience Officer, Derek Dunlop, dated as of April

21, 2022, the term of the agreement commenced as of the closing of the IPO on February 7, 2023, and will continue for two years unless

terminated earlier in accordance with its terms.

Sarkhani will be eligible to participate in standard benefits plans offered to

similarly-situated employees by the Company from time to time, subject to plan terms and generally applicable Company policies.

The employment

letter agreement also has certain confidentiality and non-competition provisions.

The Company previously entered into its standard form

of directors and officers indemnification agreement with Mr.

Sarkhani, and provided standard directors and officers liability insurance,

in accordance with the employment letter agreement.

Under the employment letter agreement between

the Company and the Company’s Chief Experience Officer, Derek Dunlop, dated as of April 21, 2022, the term of the agreement commenced

as of the closing of the initial public offering on February 7, 2023, and will continue for two years unless terminated earlier in accordance

with its terms.

During the term of the agreement, the Company will pay Mr.

Dunlop an annual salary of

$220,000 and an initial cash bonus of $10,000.

Dunlop will be eligible to receive an annual cash bonus as determined by the Company’s

board of directors.

Pursuant to the employment letter agreement, following the closing of the IPO, on February 7, 2023, the Company entered

Dunlop an annual salary of $220,000 and paid an initial cash

bonus of $10,000.

Dunlop will be eligible to receive an annual cash bonus as determined by the Company’s board of directors.

Pursuant to the employment letter agreement, following the closing of the initial public offering, on February 7, 2023, the Company entered

into its standard form of restricted stock award agreement with Mr.

Dunlop granting restricted stock under the Plan in the amount of

225,500 shares of Class B Common Stock to vest equally over three years on each anniversary of the agreement.

Upon a change of control

of the Company, all of the shares will vest immediately.

Under the employment letter agreement, Mr.

Dunlop will be eligible to participate

in standard benefits plans offered to similarly-situated employees by the Company from time to time, subject to plan terms and generally

applicable Company policies.

The employment letter agreement also has certain confidentiality and non-competition provisions.

previously entered into its standard form of directors and officers indemnification agreement with Mr.

Dunlop, and provided standard

directors and officers liability insurance, in accordance with the employment letter agreement.

the employment letter agreement between the Company and the Company’s Chief Financial Officer, Treasurer and Secretary, Matthew

Krueger, dated as of April 21, 2022, the term of the agreement commenced as of the closing of the IPO on February 7, 2023, and will continue

for two years unless terminated earlier in accordance with its terms.

225,500 shares of Class B Common Stock subject to vesting as to approximately one-third of the total granted shares on each of the first

three anniversaries of the grant date.

Upon a change of control of the Company, all of the shares will vest immediately.

Under the employment

letter agreement, Mr.

Dunlop will be eligible to participate in standard benefits plans offered to similarly-situated employees by the

Company from time to time, subject to plan terms and generally applicable Company policies.

The employment letter agreement also has

certain confidentiality and non-competition provisions.

The Company previously entered into its standard form of directors and officers

indemnification agreement with Mr.

Dunlop, and provided standard directors and officers liability insurance, in accordance with the employment

letter agreement.

Under the employment letter agreement between

the Company and the Company’s Chief Financial Officer, Treasurer and Secretary, Matthew Krueger, dated as of April 21, 2022, the

term of the agreement commenced as of the closing of the initial public offering on February 7, 2023, and will continue for two years

unless terminated earlier in accordance with its terms.

During the term of the agreement, the Company will pay Mr.

an annual salary of $180,000 and an initial cash bonus of $25,000.

Krueger an annual

salary of $180,000 and paid an initial cash bonus of $25,000.

Krueger will be eligible to receive an annual cash bonus as determined

by the Company’s board of directors.

Pursuant to the employment letter agreement, following the closing of the IPO, on February

7, 2023, the Company entered into its standard form of restricted stock award agreement with Mr.

Krueger granting restricted stock under

the Plan in the amount of 198,000 shares of Class B Common Stock to vest equally over three years on each anniversary of the agreement.

Upon a change of control of the Company, all of the shares will vest immediately.

Pursuant to the employment letter agreement, following the closing of the initial public offering,

on February 7, 2023, the Company entered into its standard form of restricted stock award agreement with Mr.

Krueger granting restricted

stock under the Plan in the amount of 198,000 shares of Class B Common Stock subject to vesting as to approximately one-third of the

total granted shares on each of the first three anniversaries of the grant date.

Upon a change of control of the Company, all of the

shares will vest immediately.

Under the employment letter agreement, Mr.

will be eligible to participate in standard benefits plans offered to similarly-situated employees by the Company from time to time,

subject to plan terms and generally applicable Company policies.

The employment letter agreement also has certain confidentiality and

non-competition provisions.

The Company previously entered into its standard form of directors and officers indemnification agreement

Krueger, and provided standard directors and officers liability insurance, in accordance with the employment letter agreement.

the employment letter agreement between the Company and the Company’s Executive Vice-Chairman, Kyle Fairbanks, dated as of April

21, 2022, the term of the agreement commenced as of the closing of the IPO on February 7, 2023, and will continue for two years unless

terminated earlier in accordance with its terms.

Krueger will be eligible to participate in standard benefits

plans offered to similarly-situated employees by the Company from time to time, subject to plan terms and generally applicable Company

The employment letter agreement also has certain confidentiality and non-competition provisions.

The Company previously entered

into its standard form of directors and officers indemnification agreement with Mr.

Krueger, and provided standard directors and officers

liability insurance, in accordance with the employment letter agreement.

Under the employment letter agreement between

the Company and the Company’s Executive Vice-Chairman and Chief Marketing Officer, Kyle Fairbanks, dated as of April 21, 2022,

the term of the agreement commenced as of the closing of the initial public offering on February 7, 2023, and will continue for two years

unless terminated earlier in accordance with its terms.

During the term of the agreement, the Company will pay Mr.

Fairbanks an annual salary

of $240,000 and an initial cash bonus of $10,000.

Fairbanks will be eligible to receive an annual cash bonus as determined by the

Company’s board of directors.

Pursuant to the employment letter agreement, following the closing of the IPO, on February 7, 2023,

the Company entered into its standard form of restricted stock award agreement with Mr.

Fairbanks granting restricted stock under the

Plan in the amount of 200,000 shares of Class B Common Stock to vest equally over three years on each anniversary of the agreement.

a change of control of the Company, all of the shares will vest immediately.

Fairbanks an annual

salary of $240,000 and paid an initial cash bonus of $10,000.

Fairbanks will be eligible to receive an annual cash bonus as determined

by the Company’s board of directors.

Pursuant to the employment letter agreement, following the closing of the initial public offering,

on February 7, 2023, the Company entered into its standard form of restricted stock award agreement with Mr.

Fairbanks granting restricted

stock under the Plan in the amount of 200,000 shares of Class B Common Stock subject to vesting as to approximately one-third of the

total granted shares on each of the first three anniversaries of the grant date.

Upon a change of control of the Company, all of the

shares will vest immediately.

Under the employment letter agreement, Mr.

Fairbanks will

be eligible to participate in standard benefits plans offered to similarly-situated employees by the Company from time to time, subject

to plan terms and generally applicable Company policies.

The employment letter agreement also has certain confidentiality and non-competition

The Company previously entered into its standard form of directors and officers indemnification agreement with Mr.

and provided standard directors and officers liability insurance, in accordance with the employment letter agreement.

the employment letter agreement between the Company and the Company’s Chief Marketing Officer, Jackson Fairbanks, dated as of April

21, 2022, the term of the agreement commenced as of the closing of the IPO on February 7, 2023, and will continue for two years unless

terminated earlier in accordance with its terms.

Fairbanks will be eligible to participate in standard benefits

plans offered to similarly-situated employees by the Company from time to time, subject to plan terms and generally applicable Company

The employment letter agreement also has certain confidentiality and non-competition provisions.

The Company previously entered

into its standard form of directors and officers indemnification agreement with Mr.

Fairbanks, and provided standard directors and officers

liability insurance, in accordance with the employment letter agreement.

Under the employment letter agreement between

the Company and the Company’s Chief Operating Officer, Arman Sarkhani, dated as of April 21, 2022, the term of the agreement commenced

as of the closing of the initial public offering on February 7, 2023, and will continue for two years unless terminated earlier in accordance

with its terms.

During the term of the agreement, the Company will pay Mr.

Fairbanks an annual salary

of $125,000 and an initial cash bonus of $10,000.

Fairbanks will be eligible to receive an annual cash bonus as determined by the

Company’s board of directors.

Pursuant to the employment letter agreement, following the closing of the IPO, on February 7, 2023,

the Company entered into its standard form of restricted stock award agreement with Mr.

Fairbanks granting restricted stock under the

Plan in the amount of 163,000 shares of Class B Common Stock to vest equally over three years on each anniversary of the agreement.

a change of control of the Company, all of the shares will vest immediately.

Sarkhani an annual salary of $125,000 and paid an initial

cash bonus of $10,000.

Sarkhani will be eligible to receive an annual cash bonus as determined by the Company’s board of directors.

Pursuant to the employment letter agreement, following the closing of the initial public offering, on February 7, 2023, the Company entered

into its standard form of restricted stock award agreement with Mr.

Sarkhani granting restricted stock under the Plan in the amount of

163,000 shares of Class B Common Stock subject to vesting as to approximately one-third of the total granted shares on each of the first

three anniversaries of the grant date.

Upon a change of control of the Company, all of the shares will vest immediately.

Under the employment

letter agreement, Mr.

Sarkhani will be eligible to participate in standard benefits plans offered to similarly-situated employees by

the Company from time to time, subject to plan terms and generally applicable Company policies.

The employment letter agreement also

has certain confidentiality and non-competition provisions.

The Company previously entered into its standard form of directors and officers

indemnification agreement with Mr.

Sarkhani, and provided standard directors and officers liability insurance, in accordance with the

employment letter agreement.

On August 15, 2023, Mr.

Sarkhani’s employment agreement letter was amended and pursuant to such amendment

his annual salary increased to $150,000 effective as of September 1, 2023.

Under the employment letter agreement between

the Company and the Company’s Chief Technology Officer, Jason Lee, dated as of November 10, 2023, the term of the agreement commenced

as of November 15, 2023, and will continue for two years unless terminated earlier in accordance with its terms.

During the term of the

agreement, the Company will pay Mr.

Lee an annual salary of $100,000.

Pursuant to the employment letter agreement, the Company entered

into its standard form of restricted stock award agreement with Mr.

Lee granting restricted stock under the Plan in the amount of 177,000

shares of Class B Common Stock subject to vesting as one-fourth of the total granted shares on each of the first four six-month anniversaries

of the grant date.

Under the employment letter agreement, Mr.

Fairbanks will

be eligible to participate in standard benefits plans offered to similarly-situated employees by the Company from time to time, subject

to plan terms and generally applicable Company policies.

The employment letter agreement also has certain confidentiality and non-competition

The Company previously entered into its standard form of directors and officers indemnification agreement with Mr.

and provided standard directors and officers liability insurance, in accordance with the employment letter agreement.

the employment letter agreement between the Company and the Company’s Chief Operating Officer, Arman Sarkhani, dated as of April

21, 2022, the term of the agreement commenced as of the closing of the IPO on February 7, 2023, and will continue for two years unless

terminated earlier in accordance with its terms.

Lee will be eligible to participate in standard benefits plans offered

to similarly-situated employees by the Company from time to time, subject to plan terms and generally applicable Company policies.

employment letter agreement also has certain confidentiality and non-competition provisions.

The Company also entered into its standard

form of directors and officers indemnification agreement with Mr.

Lee, and provided standard directors and officers liability insurance,

in accordance with the employment letter agreement.

Under the employment letter agreement between

the Company and the Company’s Director of Socials and former Chief Marketing Officer, Jackson Fairbanks, dated as of April 21, 2022,

the term of the agreement commenced as of the closing of the initial public offering on February 7, 2023, and will continue for two years

unless terminated earlier in accordance with its terms.

During the term of the agreement, the Company will pay Mr.

Sarkhani an annual salary

of $125,000 and an initial cash bonus of $10,000.

Sarkhani will be eligible to receive an annual cash bonus as determined by the

Company’s board of directors.

Pursuant to the employment letter agreement, following the closing of the IPO, on February 7, 2023,

the Company entered into its standard form of restricted stock award agreement with Mr.

Sarkhani granting restricted stock under the

Plan in the amount of 163,000 shares of Class B Common Stock to vest equally over three years on each anniversary of the agreement.

a change of control of the Company, all of the shares will vest immediately.

Fairbanks an annual

salary of $125,000 and an initial cash bonus of $10,000.

Fairbanks will be eligible to receive an annual cash bonus as determined

by the Company’s board of directors.

Pursuant to the employment letter agreement, following the closing of the initial public offering,

on February 7, 2023, the Company entered into its standard form of restricted stock award agreement with Mr.

Fairbanks granting restricted

stock under the Plan in the amount of 163,000 shares of Class B Common Stock to vest equally over three years on each anniversary of the

Upon a change of control of the Company, all of the shares will vest immediately.

Under the employment letter agreement, Mr.

Sarkhani will

be eligible to participate in standard benefits plans offered to similarly-situated employees by the Company from time to time, subject

to plan terms and generally applicable Company policies.

The employment letter agreement also has certain confidentiality and non-competition

The Company previously entered into its standard form of directors and officers indemnification agreement with Mr.

and provided standard directors and officers liability insurance, in accordance with the employment letter agreement.

of the above employment letter agreements may be terminated by the Company only for “cause”.

“Cause” is defined

as (a) conviction of or plea of guilty or nolo contendere to a felony under the laws of the United States or any state thereof;

(b) commission

of fraud or embezzlement on the Company or any of its subsidiaries;

or criminal penalty against the Company or any of its subsidiaries that causes material financial or reputational harm to the Company

or any of its subsidiaries;

(d) any intentional act of dishonesty resulting or intending to result in personal gain or enrichment at

the expense of the Company or any of its subsidiaries;

(e) a violation by of law (whether statutory, regulatory or common law), causing

a material financial harm or material reputational harm to the Company or any of its subsidiaries;

(f) a material violation of the Company’s

(or any of its subsidiaries’) bona fide, written equal employment opportunity, antidiscrimination, anti-harassment, or anti-retaliation

Fairbanks will be eligible to participate in standard benefits plans offered to similarly-situated employees by the Company from time

to time, subject to plan terms and generally applicable Company policies.

The employment letter agreement also has certain confidentiality

and non-competition provisions.

The Company previously entered into its standard form of directors and officers indemnification agreement

Fairbanks, and provided standard directors and officers liability insurance, in accordance with the employment letter agreement.

Each of the above employment letter agreements

may be terminated by the Company only for “cause”.

“Cause” is defined as (a) conviction of or plea of guilty

or nolo contendere to a felony under the laws of the United States or any state thereof;

(b) commission of fraud or embezzlement on the

Company or any of its subsidiaries;

the Company or any of its subsidiaries that causes material financial or reputational harm to the Company or any of its subsidiaries;

(d) any intentional act of dishonesty resulting or intending to result in personal gain or enrichment at the expense of the Company or

any of its subsidiaries;

(e) a violation by of law (whether statutory, regulatory or common law), causing a material financial harm or

material reputational harm to the Company or any of its subsidiaries;

(f) a material violation of the Company’s (or any of its

subsidiaries’) bona fide, written equal employment opportunity, antidiscrimination, anti-harassment, or anti-retaliation policies;

(g) material breach of this agreement;

(h) the consistent abuse of alcohol, prescription drugs or controlled substances, which

interferes with the performance of the officer’s duties to the Company;

(i) failure to execute the duties and responsibilities

of the officer position which the officer holds;

(j) a breach or default of the officer’s obligations to the Company or under the

or (k) excessive absenteeism other than for reasons of illness.

Each officer may terminate such officer’s employment

letter agreement at will.

the consulting letter agreement between the Company and the Company’s Executive Chairman, Michael Gaubert, dated as of April 21,

2022, the term of the agreement commenced as of the closing of the IPO on February 7, 2023, and will continue for two years unless terminated

earlier in accordance with its terms.

(h) the consistent abuse of alcohol, prescription drugs or controlled substances, which interferes

with the performance of the officer’s duties to the Company;

(i) failure to execute the duties and responsibilities of the officer

position which the officer holds;

(j) a breach or default of the officer’s obligations to the Company or under the agreement;

(k) excessive absenteeism other than for reasons of illness.

Each officer may terminate such officer’s employment letter agreement

Under the consulting letter agreement between

the Company and the Company’s Executive Chairman, Michael Gaubert, dated as of April 21, 2022, the term of the agreement commenced

as of the closing of the initial public offering on February 7, 2023, and will continue for two years unless terminated earlier in accordance

with its terms.

During the term of the agreement, the Company will pay Mr.

Gaubert an annual salary of $240,000

and an initial cash bonus of $50,000.

Gaubert will be eligible to receive an annual cash bonus as determined by the Company’s

board of directors.

Pursuant to the consulting letter agreement, following the closing of the IPO, on February 7, 2023, the Company entered

Gaubert an annual salary of $240,000 and paid an initial cash

bonus of $50,000.

Gaubert will be eligible to receive an annual cash bonus as determined by the Company’s board of directors.

Pursuant to the consulting letter agreement, following the closing of the initial public offering, on February 7, 2023, the Company entered

into its standard form of restricted stock award agreement with Mr.

Gaubert granting restricted stock under the Plan in the amount of

225,500 shares of Class B Common Stock to vest equally over three years on each anniversary of the agreement.

Upon a change of control

of the Company, all of the shares will vest immediately.

Under the consulting letter agreement, Mr.

Gaubert will be eligible to participate

in standard benefits plans offered to similarly-situated employees by the Company from time to time, subject to plan terms and generally

applicable Company policies.

The consulting letter agreement also has certain confidentiality and non-competition provisions.

previously entered into its standard form of directors and officers indemnification agreement with Mr.

Gaubert, and provided standard

directors and officers liability insurance, in accordance with the employment letter agreement.

The consulting letter agreement can be

terminated by either party upon 30 days’ advance written notice.

copy of each employment letter agreement with each of Mr.

225,500 shares of Class B Common Stock subject to vesting as to approximately one-third of the total granted shares on each of the first

three anniversaries of the grant date.

Upon a change of control of the Company, all of the shares will vest immediately.

Under the consulting

letter agreement, Mr.

Gaubert will be eligible to participate in standard benefits plans offered to similarly-situated employees by the

Company from time to time, subject to plan terms and generally applicable Company policies.

The consulting letter agreement also has

certain confidentiality and non-competition provisions.

The Company previously entered into its standard form of directors and officers

indemnification agreement with Mr.

Gaubert, and provided standard directors and officers liability insurance, in accordance with the

employment letter agreement.

The consulting letter agreement can be terminated by either party upon 30 days’ advance written notice.

A copy of each employment

letter agreement with each of Mr.

Arshia Sarkhani, Mr.

Kyle Fairbanks, Mr.

Jackson Fairbanks,

Arman Sarkhani is filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5, and Exhibit 10.6 to this Annual

Report, respectively;

Arman Sarkhani, Mr.

Jason Lee, and

Jackson Fairbanks is filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5, Exhibit 10.6, and Exhibit 10.31

to this Annual Report, respectively;

a copy of the amendment to the employment letter agreement of Mr.

Arman Sarkhani is filed as Exhibit

10.28 to this Annual Report;

a copy of the consulting agreement with Mr.

Gaubert is filed as Exhibit 10.7, to this Annual Report;

the Plan is filed as Exhibit 10.16 to this Annual Report;

of the Plan is filed as Exhibit 10.16 to this Annual Report;

the form of restricted stock award agreement for the Plan is filed as Exhibit

3 unchanged sentences

The description above is qualified in its entirety by reference to each respective exhibit.

Equity Awards at Fiscal Year-End

executive officer named above had any unexercised options, stock that has not vested or equity incentive plan awards outstanding as of

December 31, 2022.

Outstanding Equity

Awards at Fiscal Year-End

The executive officers named above had the following

unexercised options, stock that has not vested, or equity incentive plan awards outstanding as of December 31, 2023.

Option Awards

unexercised options

(#) exercisable

unexercisable

expiration date

Arshia Sarkhani

Michael Gaubert

Kyle Fairbanks

(1) On February 7, 2023, Arshia Sarkhani

was granted 200,000 shares of common stock subject to vesting as to approximately one-third

of the total granted shares on each of the first three anniversaries of the grant date.

(2) On February 7, 2023, Michael Gaubert

was granted 225,500 shares of common stock subject to vesting as to approximately one-third

of the total granted shares on each of the first three anniversaries of the grant date.

(3) On February 7, 2023, Kyle Fairbanks

was granted 200,000 shares of common stock subject to subject to vesting as to approximately

one-third of the total granted shares on each of the first three anniversaries of the grant

Additional Narrative Disclosure

have not maintained, and do not currently maintain, a defined benefit pension plan, nonqualified deferred compensation plan or other

Retirement Benefits

Payments Upon Termination or Change in Control

“ —Executive Employment and Consulting Agreements ” above.

of the directors of the Company received compensation for their service as a director during the fiscal year ended December 31, 2022.

the Independent Director Agreement between us and each of our independent directors, each independent director will receive an annual

cash fee and an initial award of restricted common stock.

We will pay the annual cash compensation fee to each independent director in

four equal installments no later than the fifth business day of each calendar quarter commencing in the quarter following the date of

the director’s appointment.

Each of the independent directors was automatically appointed pursuant to the effectiveness of the

Registration Statement on February 2, 2023.

As such, cash fee payments under each Independent Director Agreement will begin in the second

quarter of 2023.

We have not maintained, and do not currently

maintain, a defined benefit pension plan, nonqualified deferred compensation plan or other retirement benefits.

Potential Payments Upon Termination or

Change in Control

See “ —Executive Employment and

Consulting Agreements ” above.

Director Compensation

The directors of the Company were compensated

for services as directors during the fiscal year ended December 31, 2023 as follows:

Fees Earned or Paid in Cash

Option Awards

Non-Equity Incentive Plan Compensation

All Other Compensation

(1) On February 7, 2023, each of Richard A.

Burton, John A.

McDonald, and Brian Regli was granted 9,000 shares of common stock subject to vesting as to 2,250 shares of common stock

in each of the first, second, third, and fourth calendar quarters following the grant date.

The aggregate grant date fair value of this

award was computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to the Company’s financial

statements beginning on page F-1 of this Annual Report.

All of the granted shares remained outstanding as of December 31, 2023.

Additional Narrative Disclosure

Each of the Company’s independent directors,

Burton, John A.

Jack II, Scott K.

McDonald, and Brian Regli, has entered into an Independent Director Agreement (each, an

“Independent Director Agreement”).

Under the Independent Director Agreement between us and each of our independent directors,

each independent director will receive an annual cash fee and an initial award of restricted common stock.

We will pay the annual cash

compensation fee to each independent director in four equal installments no later than the fifth business day of each calendar quarter

commencing in the quarter following the date of the director’s appointment.

Each of the independent directors was automatically

elected pursuant to the effectiveness of the IPO Registration Statement on February 2, 2023.

As such, cash fee payments under each Independent

Director Agreement began in the second quarter of 2023.

The cash fee to be paid to each independent director will be $49,000 as to Mr.

Richard Burton, $40,000 as to Mr.

Jack, $49,000 as to Mr.

John Jack, $49,000 as to Mr.

Scott McDonald, and $49,000 as to Mr.

In addition, under their agreements, 9,000 restricted shares

of common stock were awarded to each independent director following each director’s appointment.

The restricted stock vests in

four (4) equal quarterly installments commencing in the quarter following the date of the director’s appointment.

reimburse each independent director for pre-approved reasonable business-related expenses incurred in good faith in connection with the

performance of the director’s duties for us.

As also required under each Independent Director Agreement, we have separately entered

into a standard indemnification agreement with each of our directors, the term of which began on the date of the director’s appointment.

copy of each Independent Director Agreement is attached hereto as Exhibit 10.11, Exhibit 10.12, Exhibit 10.13, and Exhibit 10.14 to this

Annual Report, respectively, and the above description of their terms is qualified in its entirety by reference to such exhibits.

Equity Incentive Plan

May 2, 2022, our board of directors approved, and our majority stockholders ratified, the Asset Entities Inc.

In addition, under

their agreements, on February 7, 2023, 9,000 restricted shares of common stock were awarded to each independent director following each

director’s appointment.

The restricted stock vests in four (4) equal quarterly installments commencing in the quarter following

the date of grant.

We will also reimburse each independent director for pre-approved reasonable business-related expenses incurred in

good faith in connection with the performance of the director’s duties for us.

As also required under each Independent Director

Agreement, we have separately entered into a standard indemnification agreement with each of our directors, the term of which began on

the date of the director’s appointment.

A copy of each Independent Director Agreement

is attached hereto as Exhibit 10.11, Exhibit 10.12, Exhibit 10.13, and Exhibit 10.14 to this Annual Report, respectively, and the above

description of their terms is qualified in its entirety by reference to such exhibits.

2022 Equity Incentive Plan

of the Plan :

The purpose of the Plan is to advance our interests and the interests of our stockholders by providing an incentive

to attract, retain and reward persons performing services for us and by motivating such persons to contribute to our growth and profitability.

The maximum number of shares of Class B Common Stock that may be issued pursuant to awards granted under the Plan is 2,750,000 shares.

Cancelled and forfeited stock options and stock awards may again become available for grant under the Plan.

As of March 31, 2023, we

have not granted any stock options under the Plan and 1,339,000 shares remain available for issuance under the Plan.

We granted awards

for a total of 1,411,000 restricted shares of common stock under the Plan upon the consummation of the IPO.

We intend that awards granted

under the Plan be exempt from or comply with Section 409A of the Code (including any amendments or replacements of such section), and

the Plan shall be so construed.

following summary briefly describes the principal features of the Plan and is qualified in its entirety by reference to the full text

of the Plan, a copy of which is attached to this Annual Report as Exhibit 10.16.

that may be granted include:

(a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation

Rights, (d) Restricted Awards, (e) Performance Share Awards, and (f) Performance Compensation Awards.

These awards offer

our officers, employees, consultants and directors the possibility of future value, depending on the long-term price appreciation

of the Class B Common Stock and the award holder’s continuing service with the Company.

options give the option holder the right to acquire from us a designated number of shares of Class B Common Stock at a purchase price

that is fixed upon the grant of the option.

The exercise price generally will not be less than the market price of the Class B Common

Stock on the date of grant.

Stock options granted may be either tax-qualified stock options (so-called “incentive stock

options”) or non-qualified stock options.

appreciation rights, or SARs, may be granted alone or in tandem with options, and have an economic value similar to that of options.

When a SAR for a particular number of shares is exercised, the holder receives a payment equal to the difference between the fair market

value of the shares on the date of exercise and the exercise price of the shares under the SAR.

The exercise price for SARs is normally

the market price of the shares on the date the SAR is granted.

Under the Plan, holders of SARs may receive this payment —

the appreciation value — either in cash or shares of Class B Common Stock valued at the fair market value on the date of exercise.

The form of payment will be determined by the Compensation Committee of the board of directors.

awards are awards of shares of Class B Common Stock or rights to shares of Class B Common Stock to participants at no cost.

stock awards represent issued and outstanding shares of Class B Common Stock which may be subject to vesting criteria under the terms

of the award within the discretion of the Compensation Committee.

Restricted stock units represent the right to receive shares of Class

B Common Stock which may be subject to satisfaction of vesting criteria under the terms of the award within the discretion of the Compensation

Restricted stock and the rights under restricted stock units are forfeitable and non-transferable until they vest.

vesting date or dates and other conditions for vesting are established when the shares are awarded.

Plan also provides for performance compensation awards, representing the right to receive a payment, which may be in the form of cash,

shares of Class B Common Stock, or a combination, based on the attainment of pre-established goals.

of the permissible types of awards under the Plan are described in more detail as follows:

The purposes of the Plan are (a) to enable the Company and any affiliate company to attract and

retain the types of employees, consultants and directors who will contribute to the Company’s long-term success;

(b) provide incentives

that align the interests of employees, consultants and directors with those of the stockholders of the Company;

and (c) promote the success

of the Company’s business.

On May 2, 2022, our board of directors approved,

and our majority stockholders ratified, the Asset Entities Inc.

2022 Equity Incentive Plan (the “Plan”).

Purpose of the Plan :

of the Plan is to advance our interests and the interests of our stockholders by providing an incentive to attract, retain and reward

persons performing services for us and by motivating such persons to contribute to our growth and profitability.

The maximum number of

shares of Class B Common Stock that may be issued pursuant to awards granted under the Plan is 2,750,000 shares.

Cancelled and forfeited

stock options and stock awards may again become available for grant under the Plan.

As of March 31, 2024, we have not granted any stock

options under the Plan and 839,000 shares remain available for issuance under the Plan.

We have granted awards for a total of 1,911,000

restricted shares of common stock under the Plan.

We intend that awards granted under the Plan be exempt from or comply with Section

409A of the Code (including any amendments or replacements of such section), and the Plan shall be so construed.

The following summary briefly describes the principal

features of the Plan and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached to this

Annual Report as Exhibit 10.16 .

Awards that may be granted include:

(a) Incentive

Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance

Share Awards, and (f) Performance Compensation Awards.

These awards offer our officers, employees, consultants and directors the

possibility of future value, depending on the long-term price appreciation of the Class B Common Stock and the award holder’s

continuing service with the Company.

Stock options give the option holder the right

to acquire from us a designated number of shares of Class B Common Stock at a purchase price that is fixed upon the grant of the option.

The exercise price generally will not be less than the market price of the Class B Common Stock on the date of grant.

Stock options granted

may be either tax-qualified stock options (so-called “incentive stock options”) or non-qualified stock options.

Stock appreciation rights, or SARs, may be granted

alone or in tandem with options, and have an economic value similar to that of options.

When a SAR for a particular number of shares

is exercised, the holder receives a payment equal to the difference between the fair market value of the shares on the date of exercise

and the exercise price of the shares under the SAR.

The exercise price for SARs is normally the market price of the shares on the date

the SAR is granted.

Under the Plan, holders of SARs may receive this payment — the appreciation value — either

in cash or shares of Class B Common Stock valued at the fair market value on the date of exercise.

The form of payment will be determined

by the Compensation Committee of the board of directors.

Restricted awards are awards of shares of Class

B Common Stock or rights to shares of Class B Common Stock to participants at no cost.

Restricted stock awards represent issued and outstanding

shares of Class B Common Stock which may be subject to vesting criteria under the terms of the award within the discretion of the Compensation

Restricted stock units represent the right to receive shares of Class B Common Stock which may be subject to satisfaction

of vesting criteria under the terms of the award within the discretion of the Compensation Committee.

Restricted stock and the rights

under restricted stock units are forfeitable and non-transferable until they vest.

The vesting date or dates and other conditions

for vesting are established when the shares are awarded.

The Plan also provides for performance compensation

awards, representing the right to receive a payment, which may be in the form of cash, shares of Class B Common Stock, or a combination,

based on the attainment of pre-established goals.

All of the permissible types of awards under

the Plan are described in more detail as follows:

Purposes of Plan:

purposes of the Plan are (a) to enable the Company and any affiliate company to attract and retain the types of employees, consultants

and directors who will contribute to the Company’s long-term success;

(b) provide incentives that align the interests of employees,

consultants and directors with those of the stockholders of the Company;

and (c) promote the success of the Company’s business.

Administration of the Plan:

The Plan is administered by the Compensation Committee.

Among other things,

the Compensation Committee has the authority to select persons who will receive awards, determine the types of awards and the number

of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions and other provisions of

The Compensation Committee has authority to establish, amend and rescind rules and regulations relating to the Plan.

Persons eligible to receive awards under the Plan are employees (including officers or directors

who are also treated as employees);

consultants, i.e., persons engaged to provide consulting or advisory services to the Company;

Available Under the Plan:

The maximum number of shares of our Class B Common Stock that may be delivered

to participants under the Plan is 2,750,000, subject to adjustment for certain corporate changes affecting the shares, such as stock

Shares subject to an award under the Plan which is canceled, forfeited or expires again become available for grants under the

to the provisions of the Plan, the Compensation Committee has the authority to determine all grants of stock options.

That determination

will include:

Among other things, the Compensation Committee has the authority to select

persons who will receive awards, determine the types of awards and the number of shares to be covered by awards, and to establish

the terms, conditions, performance criteria, restrictions and other provisions of awards.

The Compensation Committee has authority

to establish, amend and rescind rules and regulations relating to the Plan.

Eligible Recipients:

eligible to receive awards under the Plan are employees (including officers or directors who are also treated as employees);

i.e., persons engaged to provide consulting or advisory services to the Company;

and directors.

Shares Available Under the

The maximum number of shares of our Class B Common Stock that may be delivered to participants under the Plan is

2,750,000, subject to adjustment for certain corporate changes affecting the shares, such as stock splits.

Shares subject to an

award under the Plan which is canceled, forfeited or expires again become available for grants under the Plan.

Stock Options:

Subject to the provisions

of the Plan, the Compensation Committee has the authority to determine all grants of stock options.

That determination will include:

(i) the number of shares subject to any option;

(ii) the exercise price per share;

(iii) the expiration

date of the option;

(iii) the expiration date of the option;

(iv) the manner, time and date of permitted exercise;

(v) other restrictions, if any, on the option or

the shares underlying the option;

(v) other restrictions, if any, on the option or the shares underlying

and (vi) any other terms and conditions as the Compensation Committee may determine.

The exercise price for stock options will be determined at the time of grant.

Normally, the exercise price will not be less

than the fair market value on the date of grant.

As a matter of tax law, the exercise price for any incentive stock option awarded may

not be less than the fair market value of the shares on the date of grant.

However, incentive stock option grants to any person owning

more than 10% of our voting stock must have an exercise price of not less than 110% of the fair market value on the grant date.

An option may be exercised only in accordance with the terms and conditions of the option agreement as established by

the Compensation Committee at the time of the grant.

The option must be exercised by notice to us, accompanied by payment of the exercise

Payments may be made in cash or, at the option of the Compensation Committee, by actual or constructive delivery of shares of

Class B Common Stock based upon the fair market value of the shares on the date of exercise.

or Termination.

Options, if not previously exercised, will expire on the expiration date established by the Compensation Committee

at the time of grant.

In the case of incentive stock options, such term cannot exceed ten years provided that in the case of holders

of more than 10% of our voting stock, such term cannot exceed five years.

Options will terminate before their expiration date if the

holder’s service with the Company or an affiliate company terminates before the expiration date.

The option may remain exercisable

for specified periods after certain terminations of employment, including terminations as a result of death, disability or retirement,

with the precise period during which the option may be exercised to be established by the Compensation Committee and reflected in the

grant evidencing the award.

and Non-Qualified Options.

As described elsewhere in this summary, an incentive stock option is an option that is intended

to qualify under certain provisions of the U.S.

Internal Revenue Code of 1986, as amended, or the Code, for more favorable tax treatment

than applies to non-qualified stock options.

Option Price .

The exercise price for stock

options will be determined at the time of grant.

Normally, the exercise price will not be less than the fair market value on the date

As a matter of tax law, the exercise price for any incentive stock option awarded may not be less than the fair market value

of the shares on the date of grant.

However, incentive stock option grants to any person owning more than 10% of our voting stock must

have an exercise price of not less than 110% of the fair market value on the grant date.

Exercise of Options.

An option may be

exercised only in accordance with the terms and conditions of the option agreement as established by the Compensation Committee at the

time of the grant.

The option must be exercised by notice to us, accompanied by payment of the exercise price.

Payments may be made in

cash or, at the option of the Compensation Committee, by actual or constructive delivery of shares of Class B Common Stock based upon

the fair market value of the shares on the date of exercise.

Expiration or Termination.

not previously exercised, will expire on the expiration date established by the Compensation Committee at the time of grant.

of incentive stock options, such term cannot exceed ten years provided that in the case of holders of more than 10% of our voting stock,

such term cannot exceed five years.

Options will terminate before their expiration date if the holder’s service with the Company

or an affiliate company terminates before the expiration date.

The option may remain exercisable for specified periods after certain

terminations of employment, including terminations as a result of death, disability or retirement, with the precise period during which

the option may be exercised to be established by the Compensation Committee and reflected in the grant evidencing the award.

Incentive and Non-Qualified Options.

described elsewhere in this summary, an incentive stock option is an option that is intended to qualify under certain provisions of the

Internal Revenue Code of 1986, as amended, or the Code, for more favorable tax treatment than applies to non-qualified stock

Only employees may be granted incentive stock options.

Any option that does not qualify

as an incentive stock option will be a non-qualified stock option.

Under the Code, certain restrictions apply to incentive stock

For example, the exercise price for incentive stock options may not be less than the fair market value of the shares on the

grant date and the term of the option may not exceed ten years.

In addition, an incentive stock option may not be transferred, other

than by will or the laws of descent and distribution, and is exercisable during the holder’s lifetime only by the holder.

no incentive stock options may be granted to a holder that is first exercisable in a single year if that option, together with all incentive

stock options previously granted to the holder that also first become exercisable in that year, relate to shares having an aggregate

market value in excess of $100,000, measured at the grant date.

Any option that does not qualify as an incentive stock option will be

a non-qualified stock option.

Under the Code, certain restrictions apply to incentive stock options.

For example, the exercise price

for incentive stock options may not be less than the fair market value of the shares on the grant date and the term of the option may

not exceed ten years.

In addition, an incentive stock option may not be transferred, other than by will or the laws of descent and distribution,

and is exercisable during the holder’s lifetime only by the holder.

In addition, no incentive stock options may be granted to a

holder that is first exercisable in a single year if that option, together with all incentive stock options previously granted to the

holder that also first become exercisable in that year, relate to shares having an aggregate market value in excess of $100,000, measured

at the grant date.

Stock Appreciation Rights:

of SARs may be granted alone or in tandem with stock options.

SARs provide the holder with the right, upon exercise, to receive a payment,

in cash or shares of stock, having a value equal to the excess of the fair market value on the exercise date of the shares covered by

the award over the exercise price of those shares.

Essentially, a holder of a SAR benefits when the market price of the Class B Common

Stock increases, to the same extent that the holder of an option does, but, unlike an option holder, the SAR holder need not pay an exercise

price upon exercise of the award.

Stock Awards .

A restricted stock award is a grant of shares of Class B Common Stock.

These awards may be subject to such vesting

conditions, restrictions and contingencies as the Compensation Committee shall determine at the date of grant.

Those may include requirements

for continuous service and/or the achievement of specified performance goals.

Restricted stock is forfeitable and generally non-transferable until

The vesting date or dates and other conditions for vesting are established when the shares are awarded.

The Compensation Committee

may remove any vesting or other restrictions from restricted stock whenever it may determine that, by reason of changes in applicable

laws or other changes in circumstances arising after the date of grant, such action is appropriate.

Holders of restricted stock otherwise

generally have the rights of stockholders of the Company, including voting and dividend rights, to the same extent as other stockholders

of the Company.

Stock Units .

A restricted stock unit is a right to receive stock on a future date, at which time the restricted stock unit

will be settled and the stock to which it granted rights will be issued to the restricted stock unit holder.

These awards may be

subject to such vesting conditions, restrictions and contingencies as the Compensation Committee shall determine at the date of grant.

Restricted stock units are forfeitable and generally non-transferable until they vest.

Awards of SARs may be granted alone or in tandem with stock options.

the holder with the right, upon exercise, to receive a payment, in cash or shares of stock, having a value equal to the excess of the

fair market value on the exercise date of the shares covered by the award over the exercise price of those shares.

Essentially, a holder

of a SAR benefits when the market price of the Class B Common Stock increases, to the same extent that the holder of an option does,

but, unlike an option holder, the SAR holder need not pay an exercise price upon exercise of the award.

Restricted Stock Awards .

stock award is a grant of shares of Class B Common Stock.

These awards may be subject to such vesting conditions, restrictions and contingencies

as the Compensation Committee shall determine at the date of grant.

Those may include requirements for continuous service and/or the

achievement of specified performance goals.

Restricted stock is forfeitable and generally non-transferable until it vests.

date or dates and other conditions for vesting are established when the shares are awarded.

The Compensation Committee may remove any

vesting or other restrictions from a restricted stock unit whenever it may determine that, by reason of changes in applicable laws or

other changes in circumstances arising after the date of grant, such action is appropriate.

A restricted stock unit holder has no rights

as a stockholder.

The Compensation Committee may exercise discretion to credit a restricted stock unit with cash and stock dividends,

with or without interest, and distribute such credited amounts upon settlement of a restricted stock unit, and if the restricted stock

unit is forfeited, such dividend equivalents will also be forfeited.

Share Awards and Performance Compensation Awards:

The Compensation Committee may grant performance share

awards and performance compensation awards.

A performance share means the grant of a right to receive a number of actual shares of Class

B Common Stock or share units based upon the performance of the Company during a performance period, as determined by the Compensation

The Compensation Committee may determine the number of shares subject to the performance share award, the performance period,

the conditions to be satisfied to earn an award, and the other terms, conditions and restrictions of the award.

No payout of a performance

share award will be made except upon written certification by the Compensation Committee that the minimum threshold performance goal(s)

have been achieved.

Compensation Committee may also designate any of the other awards described above as a performance compensation award (other than stock

options and SARs granted with an exercise price equal to or greater than the fair market value per share of Class B Common Stock on the

In addition, the Compensation Committee shall have the authority to make an award of a cash bonus to any participant and

designate such award as a performance compensation award.

The participant must be employed by the Company on the last day of the performance

period to be eligible for payment in respect of a performance compensation award unless otherwise provided in the applicable award agreement.

A performance compensation award will be paid only to the extent that the Compensation Committee certifies in writing whether and the

extent to which the applicable performance goals for the performance period have been achieved and the applicable performance formula

determines that the performance compensation award has been earned.

A performance formula means, for a performance period, the one or

more objective formulas applied against the relevant performance goal to determine, with regard to the performance compensation award

of a particular participant, whether all, some portion but less than all, or none of the performance compensation award has been earned

for the performance period.

The Compensation Committee will not have the discretion to grant or provide payment in respect of a performance

compensation award for a performance period if the performance goals for such performance period have not been attained.

Compensation Committee will establish performance goals for each performance compensation award based upon the performance criteria that

it has selected.

The performance criteria shall be based on the attainment of specific levels of performance of the Company and may include

the following:

(a) net earnings or net income (before or after taxes);

vesting or other restrictions from restricted stock whenever it may determine that, by reason of changes in applicable laws or other

changes in circumstances arising after the date of grant, such action is appropriate.

Holders of restricted stock otherwise generally

have the rights of stockholders of the Company, including voting and dividend rights, to the same extent as other stockholders of the

Restricted Stock Units .

restricted stock unit is a right to receive stock on a future date, at which time the restricted stock unit will be settled and the stock

to which it granted rights will be issued to the restricted stock unit holder.

These awards may be subject to such vesting conditions,

restrictions and contingencies as the Compensation Committee shall determine at the date of grant.

Restricted stock units are forfeitable

and generally non-transferable until they vest.

The Compensation Committee may remove any vesting or other restrictions from a restricted

stock unit whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the

date of grant, such action is appropriate.

A restricted stock unit holder has no rights as a stockholder.

The Compensation Committee

may exercise discretion to credit a restricted stock unit with cash and stock dividends, with or without interest, and distribute such

credited amounts upon settlement of a restricted stock unit, and if the restricted stock unit is forfeited, such dividend equivalents

will also be forfeited.

Performance Share Awards and Performance

Compensation Awards:

The Compensation Committee may grant performance share awards and performance compensation

A performance share means the grant of a right to receive a number of actual shares of Class B Common Stock or share units based

upon the performance of the Company during a performance period, as determined by the Compensation Committee.

The Compensation Committee

may determine the number of shares subject to the performance share award, the performance period, the conditions to be satisfied to

earn an award, and the other terms, conditions and restrictions of the award.

No payout of a performance share award will be made except

upon written certification by the Compensation Committee that the minimum threshold performance goal(s) have been achieved.

The Compensation Committee may also designate

any of the other awards described above as a performance compensation award (other than stock options and SARs granted with an exercise

price equal to or greater than the fair market value per share of Class B Common Stock on the grant date).

In addition, the Compensation

Committee shall have the authority to make an award of a cash bonus to any participant and designate such award as a performance compensation

The participant must be employed by the Company on the last day of the performance period to be eligible for payment in respect

of a performance compensation award unless otherwise provided in the applicable award agreement.

A performance compensation award will

be paid only to the extent that the Compensation Committee certifies in writing whether and the extent to which the applicable performance

goals for the performance period have been achieved and the applicable performance formula determines that the performance compensation

award has been earned.

A performance formula means, for a performance period, the one or more objective formulas applied against the

relevant performance goal to determine, with regard to the performance compensation award of a particular participant, whether all, some

portion but less than all, or none of the performance compensation award has been earned for the performance period.

The Compensation

Committee will not have the discretion to grant or provide payment in respect of a performance compensation award for a performance period

if the performance goals for such performance period have not been attained.

The Compensation Committee will establish performance

goals for each performance compensation award based upon the performance criteria that it has selected.

The performance criteria shall

be based on the attainment of specific levels of performance of the Company and may include the following:

(a) net earnings or net income

(before or after taxes);

(b) basic or diluted earnings per share (before or after taxes);

(d) gross revenue;

gross revenue;

(e) gross profit or gross profit growth;

(f) net operating profit (before or

after taxes);

(g) return on assets, capital, invested capital, equity, or sales;

(h) cash flow (including, but not limited to, operating

cash flow, free cash flow, and cash flow return on capital);

(f) net operating profit (before or after taxes);

(g) return on assets, capital,

invested capital, equity, or sales;

(h) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow

return on capital);

(i) earnings before or after taxes, interest, depreciation and/or amortization;

(j) gross or operating margins;

(k) improvements in capital structure;

improvements in capital structure;

(l) budget and expense management;

(m) productivity ratios;

economic value added or other value added measurements;

(o) share price (including, but not limited to, growth measures and total stockholder

(n) economic value added or other value

added measurements;

(o) share price (including, but not limited to, growth measures and total stockholder return);

(p) expense targets;

3 unchanged sentences

(u) safety record;

(v) completion of acquisitions or business expansion;

(v) completion of acquisitions

or business expansion;

(w) achieving research and development goals and milestones;

(x) achieving product

commercialization goals;

and (y) other criteria as may be set by the Compensation Committee from time to time.

Compensation Committee will also determine the performance period for the achievement of the performance goals under a performance compensation

At any time during the first 90 days of a performance period (or such longer or shorter time period as the Compensation Committee

shall determine) or at any time thereafter, in its sole and absolute discretion, to adjust or modify the calculation of a performance

goal for such performance period in order to prevent the dilution or enlargement of the rights of participants based on the following

(x) achieving product commercialization goals;

(y) other criteria as may be set by the Compensation Committee from time to time.

The Compensation Committee will also determine

the performance period for the achievement of the performance goals under a performance compensation award.

At any time during the first

90 days of a performance period (or such longer or shorter time period as the Compensation Committee shall determine) or at any time

thereafter, in its sole and absolute discretion, to adjust or modify the calculation of a performance goal for such performance period

in order to prevent the dilution or enlargement of the rights of participants based on the following events:

(a) asset write-downs;

(b) litigation or claim judgments or settlements;

or other laws or regulatory rules affecting reported results;

litigation or claim judgments or settlements;

rules affecting reported results;

(d) any reorganization and restructuring programs;

(e) extraordinary nonrecurring

items as described in Accounting Principles Board Opinion No.

30 (or any successor or pronouncement thereto) and/or in management’s

discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders

for the applicable year;

(e) extraordinary nonrecurring items as described

in Accounting Principles Board Opinion No.

30 (or any successor or pronouncement thereto) and/or in management’s discussion and

analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable

(f) acquisitions or divestitures;

(g) any other specific unusual or nonrecurring events, or objectively determinable

category thereof;

(g) any other specific unusual or nonrecurring events, or objectively determinable category thereof;

(h) foreign exchange gains and losses;

and (i) a change in the Company’s fiscal year.

one or more of the performance criteria may be used on an absolute or relative basis to measure the performance of our company, as the

Compensation Committee may deem appropriate, or as compared to the performance of a group of comparable companies, or published or special

index that the Compensation Committee deems appropriate.

determining the actual size of an individual performance compensation award, the Compensation Committee may reduce or eliminate the amount

of the award through the use of negative discretion if, in its sole judgment, such reduction or elimination is appropriate.

The Compensation

Committee shall not have the discretion to (i) grant or provide payment in respect of performance compensation awards if the performance

goals have not been attained or (ii) increase a performance compensation award above the maximum amount payable under the Plan.

Material Provisions:

Awards will be evidenced by a written agreement, in such form as may be approved by the Compensation Committee.

In the event of various changes to the capitalization of our company, such as stock splits, stock dividends and similar re-capitalizations,

an appropriate adjustment will be made by the Compensation Committee to the number of shares covered by outstanding awards or to the

exercise price of such awards.

The Compensation Committee generally has the power to accelerate the exercise or vesting period of an

The Compensation Committee is also permitted to include in the written agreement provisions that provide for certain changes in

the award in the event of a change of control of our company, including acceleration of vesting or payment of the value of the award

in cash or stock.

Except as otherwise determined by the Compensation Committee at the date of grant, awards will generally not be transferable,

other than by will or the laws of descent and distribution.

Prior to any award distribution, to the extent provided by the terms of an

award agreement and subject to the discretion of the Compensation Committee, a participant may satisfy any employee withholding tax requirements

relating to the exercise or acquisition of Class B Common Stock under an award by tendering a cash payment authorizing the Company to

withhold shares of Class B Common Stock otherwise issuable to the participant as a result of the exercise or acquisition of Class B Common

Stock under the award (in addition to the Company’s right to withhold from any compensation paid to the participant by the Company).

Any one or more of the performance criteria may

be used on an absolute or relative basis to measure the performance of our company, as the Compensation Committee may deem appropriate,

or as compared to the performance of a group of comparable companies, or published or special index that the Compensation Committee deems

In determining the actual size of an individual

performance compensation award, the Compensation Committee may reduce or eliminate the amount of the award through the use of negative

discretion if, in its sole judgment, such reduction or elimination is appropriate.

The Compensation Committee shall not have the discretion

to (i) grant or provide payment in respect of performance compensation awards if the performance goals have not been attained or

(ii) increase a performance compensation award above the maximum amount payable under the Plan.

Other Material Provisions:

Awards will be evidenced by a written agreement, in such form as may be approved

by the Compensation Committee.

In the event of various changes to the capitalization of our company, such as stock splits, stock dividends

and similar re-capitalizations, an appropriate adjustment will be made by the Compensation Committee to the number of shares covered

by outstanding awards or to the exercise price of such awards.

The Compensation Committee generally has the power to accelerate the exercise

or vesting period of an award.

The Compensation Committee is also permitted to include in the written agreement provisions that provide

for certain changes in the award in the event of a change of control of our company, including acceleration of vesting or payment of

the value of the award in cash or stock.

Except as otherwise determined by the Compensation Committee at the date of grant, awards will

generally not be transferable, other than by will or the laws of descent and distribution.

Prior to any award distribution, to the extent

provided by the terms of an award agreement and subject to the discretion of the Compensation Committee, a participant may satisfy any

employee withholding tax requirements relating to the exercise or acquisition of Class B Common Stock under an award by tendering a cash

payment authorizing the Company to withhold shares of Class B Common Stock otherwise issuable to the participant as a result of the exercise

or acquisition of Class B Common Stock under the award (in addition to the Company’s right to withhold from any compensation paid

to the participant by the Company).

Our board has the authority, at any time, to discontinue the granting of awards.

The board also has the authority to alter or amend the

Plan or any outstanding award or may terminate the Plan as to further grants, provided that no amendment to the Plan will be made, without

the approval of our stockholders, to the extent that such approval is required by law or the rules of an applicable securities exchange,

or such alteration or amendment would change the number of shares available under the Plan or change the persons eligible for awards

under the Plan.

No amendment to an outstanding award made under the Plan that would adversely affect the award may be made without the

consent of the holder of such award.

The board also has

the authority to alter or amend the Plan or any outstanding award or may terminate the Plan as to further grants, provided that no amendment

to the Plan will be made, without the approval of our stockholders, to the extent that such approval is required by law or the rules

of an applicable securities exchange, or such alteration or amendment would change the number of shares available under the Plan or change

the persons eligible for awards under the Plan.

No amendment to an outstanding award made under the Plan that would adversely affect

the award may be made without the consent of the holder of such award.

Clawback Policy

On November 10, 2023, our board of directors

adopted a Clawback Policy in accordance with applicable Nasdaq rules (the “Clawback Policy”).

The Clawback Policy provides

that we will recover reasonably promptly the amount of erroneously awarded incentive-based compensation to any current or former executive

officers in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company

with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error

in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material

misstatement if the error were corrected in the current period or left uncorrected in the current period.

A copy of the Clawback Policy

has been filed as Exhibit 97.1 to this report.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2023, for

(i) each of our named executive officers and directors;

(ii) all of our executive officers and directors as a group;

and (iii) each other

stockholder known by us to be the beneficial owner of more than 5% of any class of our outstanding voting securities.

The following table

assumes that the underwriters have not exercised the over-allotment option.

ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities.

purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock

that such person or any member of such group has the right to acquire within sixty (60) days of March 31, 2023.

For purposes of computing

the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person

or persons has the right to acquire within sixty (60) days of March 31, 2023 are deemed to be outstanding for such person, but not deemed

to be outstanding for the purpose of computing the percentage ownership of any other person.

The inclusion herein of any shares listed

as beneficially owned does not constitute an admission of beneficial ownership by any person.

otherwise indicated, the address of each beneficial owner listed in the table below is c/o our company, Asset Entities Inc., 100 Crescent

Court, 7 th Floor, Dallas, TX 75201.

The following table sets forth certain information with respect to

the beneficial ownership of our common stock as of March 29, 2024, for (i) each of our named executive officers and directors;

of our executive officers and directors as a group;

and (iii) each other stockholder known by us to be the beneficial owner of more than

5% of any class of our outstanding voting securities.

Beneficial ownership is determined in accordance with SEC rules and

generally includes voting or investment power with respect to securities.

For purposes of this table, a person or group of persons is

deemed to have “beneficial ownership” of any shares of common stock that such person or any member of such group has the right

to acquire within sixty (60) days of March 29, 2024.

For purposes of computing the percentage of outstanding shares of our common stock

held by each person or group of persons named above, any shares that such person or persons has the right to acquire within sixty (60)

days of March 29, 2024 are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the

percentage ownership of any other person.

The inclusion herein of any shares listed as beneficially owned does not constitute an admission

of beneficial ownership by any person.

Unless otherwise indicated, the address of each

beneficial owner listed in the table below is c/o our company, Asset Entities Inc., 100 Crescent Court, 7 th Floor, Dallas,

Amount of Class A Common Stock

Percent of Class A Common Stock (%)

Amount of Class B Common Stock

Percent of Class B Common Stock

Total Voting Power (1)(2)

Arshia Sarkhani, Chief Executive Officer, President and Director (3)

Derek Dunlop, Chief Experience Officer (4)

Kyle Fairbanks, Executive Vice-Chairman and Director (5)

Kyle Fairbanks, Chief Marketing Officer, Executive Vice-Chairman and Director (4)

Michael Gaubert, Executive Chairman and Director (5)

3 unchanged sentences

Brian Regli, Director

All directors and executive officers

as a group (11 persons)

All directors and executive officers as a group (11 persons)

7,532,029 (6)

Asset Entities Holdings, LLC (7)

GTMC, LLC (9)

KD Holdings Group, LLC (10)

James Sheldon Fairbanks

Jennifer Joan Fairbanks

Kavous Sarkhani

director held less than 1% of the outstanding shares of common stock as of March 31, 2023.

on 8,385,276 shares of Class A Common Stock and 5,275,724 shares of Class B Common Stock issued and outstanding as of March 31, 2023,

respectively.

holders of Class A Common Stock are entitled to ten (10) votes for each share of Class A Common Stock held of record, and the holders

of Class B Common Stock are entitled to one (1) vote for each share of Class B Common Stock held of record, on all matters submitted

to a vote of the stockholders.

A total of 13,661,000 shares of common stock representing total voting power of 89,128,484 votes are outstanding

as of March 31, 2023.

Sarkhani is a manager, officer and owner of Asset Entities Holdings, LLC, which holds 8,385,276 shares of Class A Common Stock.

Dunlop is a manager, officer and indirect owner of Asset Entities Holdings, LLC, which holds 8,385,276 shares of Class A Common Stock.

Fairbanks is a manager, officer and owner of Asset Entities Holdings, LLC, which holds 8,385,276 shares of Class A Common Stock.

Gaubert is an officer and indirect owner of Asset Entities Holdings, LLC, which holds 8,385,276 shares of Class A Common Stock.

the shares of Class A Common Stock beneficially owned by the managers, officers and owners of Asset Entities Holdings, LLC, which holds

8,385,276 shares of Class A Common Stock.

Asset Entities Holdings, LLC’s managers, officers and owners include Arman Sarkhani,

Arshia Sarkhani, Derek Dunlop, Jackson Fairbanks, Kyle Fairbanks, Matthew Krueger, and Michael Gaubert.

Entities Holdings, LLC is a Texas limited liability company.

Arman Sarkhani, Arshia Sarkhani, Derek Dunlop, Jackson Fairbanks, Kyle Fairbanks,

Matthew Krueger, and Michael Gaubert are managers, officers, or beneficial owners of Asset Entities Holdings, LLC.

Each of them is deemed

to beneficially own the shares of Class A Common Stock owned by Asset Entities Holdings, LLC and has shared voting and dispositive powers

over its shares.

Asset Entities Holdings, LLC’s business address is 100 Crescent Court, 7 th Floor, Dallas, TX 75201.

LLC (“GTMC”) is a Texas limited liability company.

The manager and officer of GTMC is Carla Woodcock.

Carla Woodcock is deemed

to beneficially own the shares of Class B Common Stock owned by GTMC and has sole voting and dispositive powers over its shares.

business address is 3900 Golf Drive NE, Conover, NC 28613.

Holdings Group, LLC (“KD Holdings”) is a Wyoming limited liability company.

The manager of KD Holdings is Robyn Baker.

Baker is deemed to beneficially own the shares of Class B Common Stock owned by KD Holdings and has sole voting and dispositive powers

over its shares.

KD Holdings’s business address is 1712 Pioneer Ave, Ste 500, Cheyenne, WY 82001.

(11) Consists

of (i) 150,000 shares of Class B Common Stock held by James Sheldon Fairbanks;

and (ii) 150,000 shares of Class B Common Stock held by

Jennifer Joan Fairbanks, Mr.

Fairbanks’s spouse.

Fairbanks disclaims beneficial ownership of the securities held by Ms.

Fairbanks is the father of Kyle Fairbanks, Executive Vice-Chairman and a director of the Company, and Jackson Fairbanks, Chief Marketing

Officer of the Company.

Fairbanks’ address is 3612 Sunset View Drive, Fortuna, CA 95540.

(12) Consists

of (i) 150,000 shares of Class B Common Stock held by Jennifer Joan Fairbanks;

and (ii) 150,000 shares of Class B Common Stock held by

James Sheldon Fairbanks, Ms.

Fairbanks’s spouse.

Fairbanks disclaims beneficial ownership of the securities held by Mr.

Fairbanks is the mother of Kyle Fairbanks, Executive Vice-Chairman and a director of the Company, and Jackson Fairbanks, Chief Marketing

Officer of the Company.

Fairbanks’ address is 3612 Sunset View Drive, Fortuna, CA 95540.

(13) Consists

of (i) 150,000 shares of Class B Common Stock held by Elham Nejad;

and (ii) 150,000 shares of Class B Common Stock held by Kavous Sarkhani,

Nejad’s spouse.

Nejad disclaims beneficial ownership of the securities held by Mr.

Nejad is the mother of

Arshia Sarkhani, Chief Executive Officer, President and a director of the Company, and Arman Sarkhani, Chief Operating Officer of the

Nejad’s address is 13470 Black Hills Road, San Diego, CA 92129.

(14) Consists

of (i) 150,000 shares of Class B Common Stock held by Kavous Sarkhani;

and (ii) 150,000 shares of Class B Common Stock held by Elham

Sarkhani’s spouse.

Sarkhani disclaims beneficial ownership of the securities held by Ms.

the father of Arshia Sarkhani, Chief Executive Officer, President and a director of the Company, and Arman Sarkhani, Chief Operating

Officer of the Company.

Sarkhani’s address is 13470 Black Hills Road, San Diego, CA 92129.

do not currently have any arrangements which if consummated may result in a change of control of our company.

Authorized for Issuance Under Equity Compensation Plans

following table sets forth certain information about the securities authorized for issuance under our incentive plans as of December

* This director held less than 1% of the outstanding shares of common

stock as of March 29, 2024.

Based on 7,532,029 shares of Class A Common Stock and 6,892,381 shares of Class B Common Stock issued and outstanding as of March 29, 2024, respectively.

The holders of Class A Common Stock are entitled to ten (10) votes for each share of Class A Common Stock held of record, and the holders of Class B Common Stock are entitled to one (1) vote for each share of Class B Common Stock held of record, on all matters submitted to a vote of the stockholders.

A total of 14,424,410 shares of common stock representing total voting power of 82,212,671 votes are outstanding as of March 29, 2024.

(3) Arshia Sarkhani is a manager, officer and

owner of Asset Entities Holdings, LLC, which holds 7,532,029 shares of Class A Common Stock.

(4) Kyle Fairbanks is a manager, officer and

owner of Asset Entities Holdings, LLC, which holds 7,532,029 shares of Class A Common Stock.

(5) Michael Gaubert is an officer and indirect

owner of Asset Entities Holdings, LLC, which holds 7,532,029 shares of Class A Common Stock.

(6) Includes the shares of Class A Common Stock

beneficially owned by the managers, officers and owners of Asset Entities Holdings, LLC,

which holds 7,532,029 shares of Class A Common Stock.

Asset Entities Holdings, LLC’s

managers, officers or beneficial owners are Arman Sarkhani, Arshia Sarkhani, Jackson Fairbanks,

Kyle Fairbanks, Matthew Krueger, and Michael Gaubert.

(7) Asset Entities Holdings, LLC is a Texas limited

liability company.

Arman Sarkhani, Arshia Sarkhani, Jackson Fairbanks, Kyle Fairbanks, Matthew

Krueger, and Michael Gaubert are managers, officers, or beneficial owners of Asset Entities

Holdings, LLC.

Each of them is deemed to beneficially own the shares of Class A Common Stock

owned by Asset Entities Holdings, LLC and has shared voting and dispositive powers over its

Asset Entities Holdings, LLC’s business address is 100 Crescent Court, 7 th

Floor, Dallas, TX 75201.

Changes in Control

We do not currently have any arrangements which

if consummated may result in a change of control of our company.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth certain information

about the securities authorized for issuance under our incentive plans as of December 31, 2023.

Plan Category

available for

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders

May 2, 2022, our board of directors approved, and our majority stockholders ratified, the Asset Entities Inc.

(1) On May 2, 2022, our board of directors approved, and our majority

stockholders ratified, the Asset Entities Inc.

2022 Equity Incentive Plan.

The purpose of the Plan is to grant restricted stock, stock options and other forms of incentive compensation to our officers, employees,

directors and consultants.

The maximum number of shares of common stock that may be issued pursuant to awards granted under the Plan

is 2,750,000 shares.

Cancelled and forfeited stock options and stock awards may again become available for grant under the Plan.

a further description of the Plan, see Item 11.

“ Executive Compensation – 2022 Equity Incentive Plan ”.

December 31, 2022, no options, warrants or rights to securities were outstanding under the Plan, and no other securities had been granted

and were outstanding under the Plan.

The purpose of the Plan is to grant restricted stock, stock

options and other forms of incentive compensation to our officers, employees, directors and consultants.

The maximum number of shares

of common stock that may be issued pursuant to awards granted under the Plan is 2,750,000 shares.

Cancelled and forfeited stock options

and stock awards may again become available for grant under the Plan.

For a further description of the Plan, see Item 11.

Compensation – 2022 Equity Incentive Plan ”.

As of December 31, 2023, no options, warrants or rights to securities were

outstanding under the Plan, and 1,811,000 restricted shares of common stock had been granted and were outstanding under the Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

with Related Persons

following includes a summary of transactions since the beginning of our 2021 fiscal year, or any currently proposed transaction, in which

we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or 1% of the average of our total

assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material

interest (other than compensation described under Item 11 “ Executive Compensation ” above).

We believe the terms obtained

or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms

available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

began our operations as a general partnership on August 1, 2020.

California LLC was formed

on October 20, 2020 to operate our business.

Asset Entities Inc., a Nevada corporation, was

incorporated on March 9, 2022.

Immediately after the incorporation of Asset Entities Inc.,

all of the issued and outstanding stock of Asset Entities Inc.

was purchased by California

LLC in exchange for $1.00.

On March 28, 2022, in accordance with Sections 17710.01-17710.19,

inclusive, of the California Corporation Code and Chapter 92A of the Nevada Revised Statutes,

California LLC was merged with and into Asset Entities Inc.

As a result of the merger, Asset

Entities Inc.

acquired the business of California LLC.

Pursuant to the Agreement and Plan

of Merger, the units of California LLC were automatically converted into shares of Asset

Transactions with Related Persons

The following includes a summary of transactions

since the beginning of our 2022 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the

amount involved exceeded or exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed

fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described

under Item 11 “ Executive Compensation ” above).

We believe the terms obtained or consideration that we paid or received,

as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid

or received, as applicable, in arm’s-length transactions.

● We began our operations as a general

partnership on August 1, 2020.

California LLC was formed on October 20, 2020 to operate our

Asset Entities Inc., a Nevada corporation, was incorporated on March 9, 2022.

after the incorporation of Asset Entities Inc., all of the issued and outstanding stock of

Asset Entities Inc.

was purchased by California LLC in exchange for $1.00.

On March 28, 2022,

in accordance with Sections 17710.01-17710.19, inclusive, of the California Corporation Code

and Chapter 92A of the Nevada Revised Statutes, California LLC was merged with and into Asset

Entities Inc.

in the same proportion as the percentage interests of California LLC represented

by such units.

As a result and as further provided in the Agreement and Plan of Merger, on

March 28, 2022, AEH, which owned 97.56% of California LLC’s units, became the holder

of 9,756,000 shares of Class A Common Stock of Asset Entities Inc., or 97.56% of the total

issued and outstanding post-merger shares of common stock of Asset Entities Inc., or a holder

of 100.0% of total issued and outstanding shares of Class A Common Stock, and Richard A.

Benavides, MD, a holder of 2.44% of California LLC’s units became the holder of 244,000

shares of Class B Common Stock of Asset Entities Inc., or 2.44% of the total issued and outstanding

post-merger shares of common stock of Asset Entities Inc., or 100.0% of the total issued

and outstanding shares of Class B Common Stock prior to the Company’s subsequent issuances

of Class B Common Stock.

AEH’s managers, officers and owners, which include Arman Sarkhani,

Arshia Sarkhani, Derek Dunlop, Jackson Fairbanks, Kyle Fairbanks, Matthew Krueger, and Michael

Gaubert, are also our executive officers or directors, are considered the beneficial owners

of the shares held by AEH.

Based on total stockholders’ equity of the Company of $33,937

as of March 31, 2022, the total approximate dollar value of these transactions was $33,937.

Based on this transactional value and the percentage of the total issued and outstanding

shares of common stock of the Company that each party or beneficiary acquired beneficial

ownership of as a result of these transactions, the approximate dollar value of the interest

of AEH and each of its beneficial owners in these transactions was $33,109, and the approximate

dollar value of the interest of Dr.

Benavides in these transactions was $828.

April 21, 2022, we entered into a Cancellation and Exchange Agreement with each of AEH, the

holder of 9,756,000 shares of Class A Common Stock, GKDB, the holder of 200,000 units of

membership interests in AEH representing 20.0% ownership of AEH, and the Former GKDB Holders

representing 39.5% ownership in GKDB.

In accordance with these agreements, we and AEH agreed

to convert 770,724 shares of AEH’s Class A Common Stock into 770,724 shares of Class

B Common Stock and transfer such shares to GKDB, in exchange for GKDB’s agreement to

cancel and surrender 79,000 of GKDB’s 200,000 units of membership interests in AEH,

representing the Former GKDB Holders’ 39.5% share of GKDB’s total ownership interest

GKDB in turn agreed to the cancellation of 79,000 of its AEH units and transfer of

the 770,724 shares of Class B Common Stock to the Former GKDB Holders in proportion to their

former ownership interests in GKDB, in exchange for the Former GKDB Holders’ agreement

to cancel and surrender all of their units of membership interests in GKDB.

The 770,724 shares

of Class B Common Stock transferred to the Former GKDB Holders were derived from the Former

GKDB Holders’ 7.9% nominal indirect interest in AEH’s 9,756,000 shares of Class

A Common Stock, which in turn was derived from the Former GKDB Holders’ 39.5% ownership

of GKDB and, in turn, their nominal indirect interest in 79,000 of GKDB’s 200,000 units,

or 20.0% ownership of AEH.

As a result of the merger, Asset Entities Inc.

acquired the business of California

Pursuant to the Agreement and Plan of Merger, the units of California LLC were automatically

converted into shares of Asset Entities Inc.

in the same proportion as the percentage interests

of California LLC represented by such units.

As a result and as further provided in the Agreement

and Plan of Merger, on March 28, 2022, AEH, which owned 97.56% of California LLC’s

units, became the holder of 9,756,000 shares of Class A Common Stock of Asset Entities Inc.,

or 97.56% of the total issued and outstanding post-merger shares of common stock of Asset

Entities Inc., or a holder of 100.0% of total issued and outstanding shares of Class A Common

Stock, and Richard A.

Benavides, MD, a holder of 2.44% of California LLC’s units became

the holder of 244,000 shares of Class B Common Stock of Asset Entities Inc., or 2.44% of

the total issued and outstanding post-merger shares of common stock of Asset Entities Inc.,

or 100.0% of the total issued and outstanding shares of Class B Common Stock prior to the

Company’s subsequent issuances of Class B Common Stock.

AEH’s managers, officers

and owners, which consisted of Arman Sarkhani, Arshia Sarkhani, Derek Dunlop, Jackson Fairbanks,

Kyle Fairbanks, Matthew Krueger, and Michael Gaubert, were also our executive officers or

directors, and were considered the beneficial owners of the shares held by AEH.

total stockholders’ equity of the Company of $33,937 as of March 31, 2022, the total

approximate dollar value of these transactions was $33,937.

Based on this transactional value

and the percentage of the total issued and outstanding shares of common stock of the Company

that each party or beneficiary acquired beneficial ownership of as a result of these transactions,

the approximate dollar value of the interest of AEH and each of its beneficial owners in

these transactions was $33,109, and the approximate dollar value of the interest of Dr.

in these transactions was $828.

● On April 21, 2022, we entered into

a Cancellation and Exchange Agreement with each of AEH, the holder of 9,756,000 shares of

Class A Common Stock, GKDB, the holder of 200,000 units of membership interests in AEH representing

20.0% ownership of AEH, and the 2022 Former GKDB Holders, the holders of an aggregate of

790,000 units of membership interests in GKDB representing 39.5% ownership in GKDB.

In accordance

with these agreements, we and AEH agreed to convert 770,724 shares of AEH’s Class A

Common Stock into 770,724 shares of Class B Common Stock and transfer such shares to GKDB,

in exchange for GKDB’s agreement to cancel and surrender 79,000 of GKDB’s 200,000

units of membership interests in AEH, representing the 2022 Former GKDB Holders’ 39.5%

share of GKDB’s total ownership interest in AEH.

GKDB in turn agreed to the cancellation

of 79,000 of its AEH units and transfer of the 770,724 shares of Class B Common Stock to

the 2022 Former GKDB Holders in proportion to their former ownership interests in GKDB, in

exchange for the 2022 Former GKDB Holders’ agreement to cancel and surrender all of

their units of membership interests in GKDB.

The 770,724 shares of Class B Common Stock transferred

to the 2022 Former GKDB Holders were derived from the 2022 Former GKDB Holders’ approximately

7.9% nominal indirect interest in AEH’s 9,756,000 shares of Class A Common Stock, which

in turn was derived from the 2022 Former GKDB Holders’ 39.5% ownership of GKDB and,

in turn, their nominal indirect interest in 79,000 of GKDB’s 200,000 units, or 20.0%

ownership of AEH.

The 2022 Former GKDB Holders’ nominal indirect interest in AEH’s

2 unchanged sentences

of Class A Common Stock that were held by AEH to the 2022 Former GKDB Holders.

As a result of

these transactions, AEH held 8,985,276 shares of Class A Common Stock and the Former GKDB

Holders held a total of 770,724 shares of Class B Common Stock.

GTMC, a Former GKDB Holder,

whose manager is Carla Woodcock, acquired 292,680 shares of Class B Common Stock, or 28.8%

of the issued and outstanding shares of Class B Common Stock prior to subsequent issuances

of Class B Common Stock;

KD Holdings, a Former GKDB Holder, whose manager is Robyn Baker,

acquired 292,680 shares of Class B Common Stock, or 28.8% of the issued and outstanding shares

of Class B Common Stock prior to subsequent issuances of Class B Common Stock;

Partners, LP, a Delaware limited partnership (“Trojan Partners”), a Former GKDB

Holder, whose general partner and officer is Jim Riggs, acquired 146,340 shares of Class

B Common Stock, or 14.4% of the issued and outstanding shares of Class B Common Stock prior

to subsequent issuances of Class B Common Stock.

Based on total stockholders’ equity

of the Company of $113,723 as of June 30, 2022 and the percentage of the total issued and

outstanding shares of common stock of the Company that was converted and transferred, the

total approximate dollar value of these transactions was $8,765.

Based on this transactional

value, the percentage of the total shares of common stock of the Company that were converted

and transferred in these transactions, and the percentage of each party or beneficiary’s

beneficial ownership in such shares immediately prior to or as a result of these transactions,

the approximate dollar value of the interest of AEH and each of its beneficial owners in

these transactions was $8,765;

the approximate dollar value of the interest of GTMC and Carla

Woodcock in these transactions was $3,328;

the approximate dollar value of the interest of

of these transactions, AEH held 8,985,276 shares of Class A Common Stock and the 2022 Former

GKDB Holders held a total of 770,724 shares of Class B Common Stock.

GTMC, LLC, a Texas limited

liability company (“GTMC”), one of the 2022 Former GKDB Holders, whose manager

was Carla Woodcock, acquired 292,680 shares of Class B Common Stock, or 28.8% of the issued

and outstanding shares of Class B Common Stock prior to subsequent issuances of Class B Common

KD Holdings Group, LLC, a Wyoming limited liability company (“KD Holdings”),

one of the 2022 Former GKDB Holders, whose manager was Robyn Baker, acquired 292,680 shares

of Class B Common Stock, or 28.8% of the issued and outstanding shares of Class B Common

Stock prior to subsequent issuances of Class B Common Stock;

and Trojan Partners, LP, a Delaware

limited partnership (“Trojan Partners”), one of the 2022 Former GKDB Holders,

whose general partner and officer was Jim Riggs, acquired 146,340 shares of Class B Common

Stock, or 14.4% of the issued and outstanding shares of Class B Common Stock prior to subsequent

issuances of Class B Common Stock.

Based on total stockholders’ equity of the Company

of $113,723 as of June 30, 2022, and the percentage of the total issued and outstanding shares

of common stock of the Company that was converted and transferred, the total approximate

dollar value of these transactions was $8,765.

Based on this transactional value, the percentage

of the total shares of common stock of the Company that were converted and transferred in

these transactions, and the percentage of each party or beneficiary’s beneficial ownership

in such shares immediately prior to or as a result of these transactions, the approximate

dollar value of the interest of AEH and each of its beneficial owners in these transactions

the approximate dollar value of the interest of each of GTMC and Carla Woodcock

in these transactions was $3,328;

the approximate dollar value of the interest of each of

KD Holdings and Robyn Baker in these transactions was $3,328;

and the approximate dollar

value of the interest of Trojan Partners and Jim Riggs in these transactions was $1,664.

June 9, 2022, October 7, 2022, and October 21, 2022, we conducted private placements of shares

of Class B Common Stock and entered into certain subscription agreements with a number of

Pursuant to the agreements, we issued 750,000 shares of Class B Common Stock at

$1.00 per share for a total of $750,000.

The shares were subject to certain lockup provisions

until 365 days after the commencement of trading of our Class B Common Stock, subject to

certain exceptions.

However, these lockup provisions have been fully waived.

If the Company’s

common stock had not been listed on a national securities exchange on or before the first

anniversary of the final closing of the private placement, then all of the private placement

investors would have been entitled to receive one additional share for each share originally

Boustead, which was the representative of the underwriters in the IPO, acted as

placement agent in each private placement.

Pursuant to the Boustead Engagement Letter, in

addition to payments of a success fee of $52,500, or 7% of the total purchase price of the

shares sold in the private placements, and a non-accountable expense allowance of $7,500,

or 1% of the total purchase price of the shares sold in the private placement, we agreed

to issue Boustead five-year warrants to purchase up to 52,500 shares of Class B Common Stock

in aggregate, exercisable on a cashless basis, with an exercise price of $6.25 per share,

subject to adjustment.

Business – Corporate Structure and History

– Private Placements of Class B Common Stock ” for a description of additional

terms of the warrants.

Business – Corporate Structure and History

– Initial Public Offering ” for a description of related terms of the Boustead

Engagement Letter.

a result of these private placements, the following transactions resulted in the following acquisitions of shares of Class B Common Stock

from the Company:

In a private placement on June 9, 2022, each of Eternal Horizon International Company Limited, a company organized

under the laws of Hong Kong, of which Jie Xu is Director and has beneficial ownership over its shares, and Gilbert Lam, an individual,

acquired 100,000 shares of Class B Common Stock from the Company, or 7.9% of the issued and outstanding shares of Class B Common Stock

prior to subsequent issuances of Class B Common Stock, for a payment of $100,000 to the Company.

In a private placement on October 21,

2022, Chris Etherington, an individual, acquired 25,000 shares of Class B Common Stock for a payment of $25,000 to the Company, which,

together with 150,000 other shares of Class B Common Stock beneficially owned by Chris Etherington indirectly as Managing Member of Oleta

Investments, LLC, a Nevada limited liability company, equaled 7.4% of the issued and outstanding shares of Class B Common Stock;

Vertical Holdings, LLC, of which Kevan Casey is Managing Member and has beneficial ownership over its shares, acquired 125,000 shares

of Class B Common Stock, or 5.3% of the issued and outstanding shares of Class B Common Stock, for a payment of $125,000 to the Company.

Each of the above payments equals the approximate dollar value of the respective transaction and the approximate dollar value of the

interest of each investor in such transaction.

Krueger, our Chief Financial Officer, Treasurer, and Secretary, received annual compensation

from the Company of $25,500 in 2022 and $3,000 in 2021 under a consulting arrangement.

Gaubert, our Chairman, received annual compensation from the Company of $60,000 in 2022 and

value of the interest of each of Trojan Partners and Jim Riggs in these transactions was

● On June 9, 2022, October 7, 2022,

and October 21, 2022, we conducted private placements of shares of Class B Common Stock and

entered into certain subscription agreements with a number of investors.

Pursuant to the

agreements, we issued 750,000 shares of Class B Common Stock at $1.00 per share for a total

The shares were subject to certain lockup provisions until 365 days after the

commencement of trading of our Class B Common Stock, subject to certain exceptions.

these lockup provisions were fully waived.

If the Company’s common stock had not been

listed on a national securities exchange on or before the first anniversary of the final

closing of the private placement, then all of the private placement investors would have

been entitled to receive one additional share for each share originally purchased.

the representative of the underwriters in our initial public offering, acted as placement

agent in each private placement.

Pursuant to the Boustead Engagement Letter, in addition

to payments of a success fee of $52,500, or 7% of the total purchase price of the shares

sold in the private placements, and a non-accountable expense allowance of $7,500, or 1%

of the total purchase price of the shares sold in the private placement, we agreed to issue

Boustead five-year warrants to purchase up to 52,500 shares of Class B Common Stock in aggregate,

exercisable on a cashless basis, with an exercise price of $6.25 per share, subject to adjustment.

“ Business – Corporate Structure and History – Private Placements

of Class B Common Stock ” for a description of additional terms of the warrants.

“ Management’s Discussion and Analysis of Financial Condition –

Liquidity and Capital Resources – Engagement Letter with Boustead Securities, LLC ”

for a description of related terms of the Boustead Engagement Letter.

As a result of these private placements,

the following transactions resulted in the following acquisitions of shares of Class B Common Stock from the Company:

In a private placement

on June 9, 2022, each of Eternal Horizon International Company Limited, a company organized under the laws of Hong Kong, of which Jie

Xu is Director and has beneficial ownership over its shares, and Gilbert Lam, an individual, acquired 100,000 shares of Class B Common

Stock from the Company, or 7.9% of the issued and outstanding shares of Class B Common Stock prior to subsequent issuances of Class B

Common Stock, for a payment of $100,000 to the Company.

In a private placement on October 21, 2022, Chris Etherington, an individual,

acquired 25,000 shares of Class B Common Stock for a payment of $25,000 to the Company, which, together with 150,000 other shares of

Class B Common Stock beneficially owned by Chris Etherington indirectly as Managing Member of Oleta Investments, LLC, a Nevada limited

liability company, equaled 7.4% of the issued and outstanding shares of Class B Common Stock;

and Vertical Holdings, LLC, of which Kevan

Casey is Managing Member and has beneficial ownership over its shares, acquired 125,000 shares of Class B Common Stock, or 5.3% of the

issued and outstanding shares of Class B Common Stock, for a payment of $125,000 to the Company.

Each of the above payments equals the

approximate dollar value of the respective transaction and the approximate dollar value of the interest of each investor and the respective

beneficial owner of such investor listed above, as applicable, in such transaction.

Derek Dunlop, our Chief Experience Officer, received total annual compensation from the Company of $785,3111 in 2023, consisting of salary payments totaling $206,250, a bonus payment of $10,000, a grant of 225,500 shares of Class B Common Stock subject to vesting as to approximately one-third of the total granted shares on each of shares of Class B Common Stock subject to vesting as to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date with an aggregate grant date fair value of $547,965 computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to the Company’s financial statements beginning on page F-1 of this Annual Report, and $21,096 in other compensation consisting of consulting fees and health insurance.

Dunlop received $104,316 in 2022 under a consulting arrangement.

● Matthew Krueger, our Chief Financial Officer, Treasurer, and Secretary,

received total annual compensation from the Company of $693,486 in 2023, consisting of salary payments totaling $180,000, a bonus payment

of $25,000, a grant of 198,000 shares of Class B Common Stock subject to vesting as to approximately one-third of the total granted shares

on each of the first three anniversaries of the grant date with an aggregate grant date fair value of $481,140 computed in accordance

with FASB ASC Topic 718 based on the assumptions described in Note 2 to the Company’s financial statements beginning on page F-1

of this Annual Report, and $7,346 in other compensation consisting of health insurance.

Kreuger received $25,500 in 2022 under a consulting

● Arman Sarkhani, our Chief Operating Officer, received total annual

compensation from the Company of $546,769 in 2023, consisting of salary payments totaling $133,333, a bonus payment of $10,000, a grant

of 163,000 shares of Class B Common Stock subject to vesting as to approximately one-third of the total granted shares on each of the

first three anniversaries of the grant date with an aggregate grant date fair value of $396,090 computed in accordance with FASB ASC Topic

718 based on the assumptions described in Note 2 to the Company’s financial statements beginning on page F-1 of this Annual Report,

and $7,346 in other compensation consisting of health insurance.

Sarkhani received annual compensation from the Company of $42,500

in 2022 under a consulting arrangement.

Sarkhani, our Chief Operating Officer, received annual compensation from the Company of $42,500

in 2022 and $107,334 in 2021 under a consulting arrangement.

Fairbanks, our Chief Marketing Officer, received annual compensation from the Company of

$42,500 in 2022 and $121,991 in 2021 under a consulting arrangement.

Fairbanks, our Executive Vice-Chairman, received annual compensation from the Company of

$50,500 in 2022 and $123,416 in 2021 under a consulting arrangement.

of the Company’s directors, executive officers, and principal owners, including immediate

family members, are users of the Company’s services.

Fees charged to these users are

on terms no more favorable than terms generally available to an unaffiliated third party

under the same or similar circumstances.

and Certain Control Persons

Kyle Fairbanks, our co-founder and Executive Vice-Chairman, Mr.

Arshia Sarkhani, our co-founder, Chief Executive Officer and President,

Jackson Fairbanks, our co-founder and Chief Marketing Officer, and Mr.

Arman Sarkhani, our co-founder and Chief Operating Officer,

may be deemed a “promoter” as defined by Rule 405 of the Securities Act.

For information regarding compensation, including

items of value, that have been provided or that may be provided to these individuals, please refer to “ Executive Compensation ”

rules generally require that a majority of an issuer’s Board of Directors consist of independent directors.

Our Board of Directors

consists of seven (7) directors, four (4) of whom are independent within the meaning of Nasdaq’s rules.

of the Board of Directors

board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee,

each with its own charter approved by the board.

● Jackson Fairbanks, our Director of Socials and former Chief Marketing

Officer, received total annual compensation from the Company of $538,436 in 2023, consisting of salary payments totaling $125,000, a bonus

payment of $10,000, a grant of 163,000 shares of Class B Common Stock subject to vesting as to approximately one-third of the total granted

shares on each of the first three anniversaries of the grant date with an aggregate grant date fair value of $396,090 computed in accordance

with FASB ASC Topic 718 based on the assumptions described in Note 2 to the Company’s financial statements beginning on page F-1

of this Annual Report, and $7,346 in other compensation consisting of health insurance.

Fairbanks received $42,500 in 2022 under a

consulting arrangement.

● Jason Lee, our Chief Technology Officer, our Chief Technology Officer,

received total annual compensation from the Company of $77,459 in 2023, consisting of salary payments totaling $12,500, a grant of 177,000

shares of Class B Common Stock subject to vesting as one-fourth of the total granted shares on each of the first four six-month anniversaries

of the grant date with an aggregate grant date fair value of $64,959 computed in accordance with FASB ASC Topic 718 based on the assumptions

described in Note 2 to the Company’s financial statements beginning on page F-1 of this Annual Report.

● On February 22, 2024, we entered

into a Cancellation and Exchange Agreement with each of AEH, the holder of 8,385,276 shares

of Class A Common Stock, GKDB, the holder of 603,953 units of membership interests in AEH

representing approximately 13.2% ownership of AEH, and the 2024 Former GKDB Holders, the

holders of an aggregate of 308,073 units of membership interests in GKDB representing approximately

51.0% ownership in GKDB.

In accordance with these agreements, we and AEH agreed to convert

561,585 shares of AEH’s Class A Common Stock into 561,585 shares of Class B Common

Stock and transfer such shares to GKDB, in exchange for GKDB’s agreement to cancel

and surrender 308,073 of GKDB’s 603,953 units of membership interests in AEH, representing

the 2024 Former GKDB Holders’ approximately 51.0% share of GKDB’s total ownership

interest in AEH.

GKDB in turn agreed to the cancellation of 308,073 of its AEH units and

transfer of the 561,585 shares of Class B Common Stock to the 2024 Former GKDB Holders in

proportion to their former ownership interests in GKDB, in exchange for the 2024 Former GKDB

Holders’ agreement to cancel and surrender all of their units of membership interests

The 561,585 shares of Class B Common Stock transferred to the 2024 Former GKDB Holders

were derived from the 2024 Former GKDB Holders’ approximately 6.7% nominal indirect

interest in AEH’s 8,385,276 shares of Class A Common Stock, which in turn was derived

from the 2024 Former GKDB Holders’ approximately 51.0% ownership of GKDB and, in turn,

their nominal indirect interest in 308,073 of GKDB’s 603,953 units, or approximately

13.2% ownership of AEH.

The 2024 Former GKDB Holders’ nominal indirect interest in

AEH’s 8,385,276 shares of Class A Common Stock was therefore automatically converted

into ownership of 561,585 shares of Class B Common Stock upon the conversion and transfer

of this number of Class A Common Stock that were held by AEH to the 2024 Former GKDB Holders.

Additionally, on February 22, 2024, we entered into a Cancellation and Exchange Agreement

with AEH and a holder of 160,000 units of membership interests in AEH (the “2024 Former

AEH Holder”), representing approximately 3.4% ownership in AEH.

In accordance with

this agreement, we and AEH agreed to convert 291,662 shares of AEH’s Class A Common

Stock into 291,662 shares of Class B Common Stock and transfer such shares to the 2024 Former

AEH Holder in exchange for the 2024 Former AEH Holder’s agreement to cancel and surrender

the 2024 Former AEH Holder’s 160,000 units of membership interests in AEH.

Former AEH Holder’s nominal direct interest in AEH’s 8,385,276 shares of Class

A Common Stock was therefore automatically converted into ownership of 291,662 shares of

Class B Common Stock upon the conversion and transfer of this number of Class A Common Stock

that were held by AEH to the 2024 Former AEH Holder.

These share transfers were recorded

with the transfer agent as of February 26, 2024.

As a result of these transactions, AEH held

7,532,029 shares of Class A Common Stock, the 2024 Former GKDB Holders held a total of 561,585

shares of Class B Common Stock, and the 2024 Former AEH Holder held 291,662 shares of Class

B Common Stock.

Based on the closing price per share of $0.486 for the Company’s Class

B Common Stock on February 22, 2024, the total approximate dollar value of these transactions

was $414,678;

the approximate dollar value of the interest of Atticus Peppas in these transactions

was $141,748;

the approximate dollar value of the interest of Aaron Edwards in these transactions

the approximate dollar value of the interest of Brian Fox in these transactions

the approximate dollar value of the interest of Derek Dunlop in these transactions

the approximate dollar value of the interest of Haeley Benavides in these transactions

and the approximate dollar value of the interest of John Costacos in these transactions

● Certain of the Company’s directors,

executive officers, and principal owners, including immediate family members, are users of

the Company’s services.

Fees charged to these users are on terms no more favorable

than terms generally available to an unaffiliated third party under the same or similar circumstances.

Promoters and Certain Control Persons

Kyle Fairbanks, our co-founder, Executive

Vice-Chairman and Chief Marketing Officer, Mr.

Arshia Sarkhani, our co-founder, Chief Executive Officer and President, Mr.

Jackson Fairbanks,

our co-founder and Director of Socials, and Mr.

Arman Sarkhani, our co-founder and Chief Operating Officer, may be deemed a “promoter”

as defined by Rule 405 of the Securities Act.

For information regarding compensation, including items of value, that have been provided

or that may be provided to these individuals, please refer to “ Executive Compensation ” above.

Director Independence

Independent Directors

Nasdaq’s rules generally require that a

majority of an issuer’s board of directors consist of independent directors.

Our board of directors consists of seven directors,

four of whom are independent within the meaning of Nasdaq’s rules.

Committees of the Board of Directors

Our board of directors has established an audit

committee, a compensation committee, and a nominating and corporate governance committee, each with its own charter approved by the board.

Each committee’s charter is available on our website at https://assetentities.com/.

addition, our board of directors may, from time to time, designate one or more additional committees, which shall have the duties and

powers granted to it by the board.

Regli, Richard Burton, and Scott McDonald, each of whom satisfies the “independence” requirements of Rule 10A-3 under

the Exchange Act and Nasdaq’s rules, serve on our audit committee, with Mr.

In addition, our board of directors may, from

time to time, designate one or more additional committees, which shall have the duties and powers granted to it by the board.

Audit Committee

Brian Regli, Richard Burton, and Scott McDonald,

each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Nasdaq’s rules,

serve on our audit committee, with Mr.

Regli serving as the chairman.

Burton, John Jack, and Brian Regli, each of whom satisfies the “independence” requirements of Rule 10C-1 under the Exchange

Act and Nasdaq’s rules, serve on our compensation committee, with Mr.

Compensation Committee

Richard Burton, John A.

Jack II, and Brian Regli,

each of whom satisfies the “independence” requirements of Rule 10C-1 under the Exchange Act and Nasdaq’s rules,

serve on our compensation committee, with Mr.

Burton serving as the chairman.

The members of the compensation

committee are also “non-employee directors” within the meaning of Section 16 of the Exchange Act.

and Corporate Governance Committee

Jack, Scott McDonald, and Richard Burton, each of whom satisfies the “independence” requirements of Nasdaq’s rules,

serve on our nominating and corporate governance committee, with Mr.

The members of the compensation committee are also “non-employee

directors” within the meaning of Section 16 of the Exchange Act.

Nominating and Corporate Governance Committee

Jack II, Scott McDonald, and Richard

Burton, each of whom satisfies the “independence” requirements of Nasdaq’s rules, serve on our nominating and corporate

governance committee, with Mr.

McDonald serving as the chairman.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Auditors’ Fees

The aggregate fees billed to the Company by the Company’s

principal accountant for the indicated services for each of the last two fiscal years were as follows:

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Independent Auditors’ Fees

The aggregate fees billed to the Company by the

Company’s principal accountant for the indicated services for each of the last two fiscal years were as follows:

Audit-Related Fees

All Other Fees

used in the table above, the following terms have the meanings set forth below.

fees consist of aggregate fees billed for each of the last two fiscal years for professional services performed by the Company’s

principal accountant for the audit of the financial statements included in this Annual Report and review of the financial statements

included in our quarterly Form 10-Q filings, reviews of registration statements and issuances of consents, and services that are normally

provided in connection with statutory and regulatory filings or engagements.

Audit-Related

Audit-related

fees consist of aggregate fees billed for each of the last two fiscal years for assurance and related services performed by the Company’s

principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported

under the paragraph captioned “Audit-Fees” above.

We did not engage our principal accountant to provide assurance or related

services during the last two fiscal years.

fees consist of aggregate fees billed for each of the last two fiscal years for professional services performed by the Company’s

principal accountant with respect to tax compliance, tax advice, tax consulting and tax planning.

As used in the table above, the following terms

have the meanings set forth below.

Audit fees consist of aggregate

fees billed for each of the last two fiscal years for professional services performed by the Company’s principal accountant for

the audit of the financial statements included in this Annual Report and review of the financial statements included in our quarterly

Form 10-Q filings, reviews of registration statements and issuances of consents, and services that are normally provided in connection

with statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-related fees

consist of aggregate fees billed for each of the last two fiscal years for assurance and related services performed by the Company’s

principal accountant that are reasonably related to the performance of the audit or review of our financial

statements and are not reported under the paragraph captioned “Audit-Fees” above.

We did not engage our principal accountant

to provide tax compliance, tax advice or tax planning services during the last two fiscal years.

other fees consist of aggregate fees billed for each of the last two fiscal years for products and services provided by the Company’s

principal accountant, other than for the services reported under the headings “ Audit Fees ,” “ Audit-Related

Fees ” and “ Tax Fees ” above.

We did not engage our principal accountant to render services to us during the

last two fiscal years, other than as reported above.

Policies and Procedures

Audit Committee must pre-approve all services provided and fees earned by the Company’s independent registered public accounting

The Audit Committee annually considers the provision of audit services and, if appropriate, pre-approves certain defined audit

fees, audit-related fees and tax-compliance fees, and may impose specific dollar value limits for each category of service.

Committee also considers on a case-by-case basis specific engagements that are not otherwise pre-approved (e.g., internal control and

certain tax compliance engagements) or that exceed pre-approved fee amounts.

to provide assurance or related services during the last two fiscal years.

Tax fees consist of aggregate fees billed for

each of the last two fiscal years for professional services performed by the Company’s principal accountant with respect to tax

compliance, tax advice, tax consulting and tax planning.

We did not engage our principal accountant to provide tax compliance, tax advice

or tax planning services during the last two fiscal years.

All Other Fees

All other fees consist of aggregate fees billed

for each of the last two fiscal years for products and services provided by the Company’s principal accountant, other than for

the services reported under the headings “ Audit Fees ,” “ Audit-Related Fees ” and “ Tax Fees ”

We did not engage our principal accountant to render services to us during the last two fiscal years, other than as reported above.

Pre-Approval Policies and Procedures

The Audit Committee has reviewed and approved

all fees earned in 2023 and 2022 by the Company’s principal accountant, and actively monitored the relationship between audit and

non-audit services provided.

The Audit Committee has concluded that the fees earned by the principal accountant were consistent with

the maintenance of the principal accountant’s independence in the conduct of its auditing functions.

The Company’s principal accountant did

not provide, and the Audit Committee did not approve, any of the services described under “ —Audit-Related Fees ”,

or “ —Tax Fees ” or “ —All Other Fees ” above for either of the last two fiscal years.

The Audit Committee annually considers the provision

of audit services.

The Audit Committee must pre-approve all services provided and fees earned by the Company’s principal accountant.

The Audit Committee has established pre-approval policies and procedures that are detailed as to the particular service, that require

that the Audit committee be informed of each service, and that do not include delegation of the Audit Committee’s responsibilities

under the Exchange Act to management.

The pre-approval policies and procedures provide only for defined audit services and, if any, specified

audit-related fees, tax services, and other services, and may impose specific dollar value limits for the fees for pre-approved services.

The Audit Committee also considers on a case-by-case basis specific engagements that are not otherwise pre-approved under the pre-approval

policies and procedures or that materially exceed pre-approved fee amounts.

On an interim basis, any proposed engagement that does not

1 unchanged sentence

the full Audit Committee at its next regular meeting.

Company’s principal accountant did not provide, and the Audit Committee did not approve, any of the services described under “ —Audit-Related

Fees ”, or “ —Tax Fees ” or “ —All Other Fees ” above for either of the last two

fiscal years.

percentage of hours expended on the Company’s principal accountant’s engagement to audit the Company’s financial statements

for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time,

permanent employees was not greater than 50%.

The percentage of hours expended on the Company’s

principal accountant’s engagement to audit the Company’s financial statements for the most recent fiscal year that were attributed

to work performed by persons other than the principal accountant’s full-time, permanent employees was not greater than 50%.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

of Documents Filed as a Part of This Report:

to Financial Statements:

(a) List of Documents Filed as a Part of This Report:

(1) Index to Financial Statements:

Report of Independent Registered Public Accounting Firm

4 unchanged sentences

Notes to Consolidated Financial Statements

to Financial Statement Schedules:

schedules have been omitted because the required information is included in the financial statements or the notes thereto, or because

it is not required.

exhibits listed under “ —(b) Exhibits ” below.

(2) Index to Financial Statement Schedules:

All schedules have been omitted because

the required information is included in the financial statements or the notes thereto, or because it is not required.

(3) Index to Exhibits:

See exhibits listed under “ —(b) Exhibits ”

(b) Exhibits:

6 unchanged sentences

Description of Securities of Asset Entities Inc.

Warrant To Purchase Class B Common Stock issued to Boustead Securities, LLC , dated June 9, 2022

Warrant To Purchase Class B Common Stock issued to Boustead Securities, LLC , dated October 7, 2022

Warrant To Purchase Class B Common Stock issued to Boustead Securities, LLC , dated October 21, 2022

Warrant To Purchase Class B Common Stock issued to Boustead Securities, LLC, dated June 9, 2022 (incorporated by reference to Exhibit 4.2 to Annual Report on Form 10-K filed on March 31, 2023)

Warrant To Purchase Class B Common Stock issued to Boustead Securities, LLC, dated October 7, 2022 (incorporated by reference to Exhibit 4.3 to Annual Report on Form 10-K filed on March 31, 2023)

Warrant To Purchase Class B Common Stock issued to Boustead Securities, LLC, dated October 21, 2022 (incorporated by reference to Exhibit 4.4 to Annual Report on Form 10-K filed on March 31, 2023)

Common Stock Purchase Warrant issued to Boustead Securities, LLC, dated February 7, 2023 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on February 8, 2023)

Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on August 7, 2023)

Form of Common Stock Purchase Warrant issuable to Boustead Securities, LLC (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on August 7, 2023)

Employment Letter Agreement between Asset Entities Inc.

7 unchanged sentences

Employment Letter Agreement between Asset Entities Inc.

and Jackson Fairbanks, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.7 to Registration Statement on Form S-1 filed on September 2, 2022)

Employment Letter Agreement between Asset Entities Inc.

and Arman Sarkhani, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.6 to Registration Statement on Form S-1 filed on September 2, 2022)

Employment Letter Agreement between Asset Entities Inc.

and Jason Lee, dated as of November 10, 2023 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on November 15, 2023)

Consulting Letter Agreement between Asset Entities Inc.

4 unchanged sentences

Independent Director Agreement between Asset Entities Inc.

and Brian Regli, dated May 2, 2022

and Brian Regli, dated May 2, 2022 (incorporated by reference to Exhibit 10.11 to Annual Report on Form 10-K filed on March 31, 2023)

Independent Director Agreement between Asset Entities Inc.

Jack II, dated May 2, 2022

Jack II, dated May 2, 2022 (incorporated by reference to Exhibit 10.12 to Annual Report on Form 10-K filed on March 31, 2023)

Independent Director Agreement between Asset Entities Inc.

and Richard A.

Burton, dated May 2, 2022

Burton, dated May 2, 2022 (incorporated by reference to Exhibit 10.13 to Annual Report on Form 10-K filed on March 31, 2023)

Independent Director Agreement between Asset Entities Inc.

McDonald, dated May 2, 2022

McDonald, dated May 2, 2022 (incorporated by reference to Exhibit 10.14 to Annual Report on Form 10-K filed on March 31, 2023)

Form of Indemnification Agreement between Asset Entities Inc.

8 unchanged sentences

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 to Registration Statement on Form S-1 filed on September 2, 2022)

Agreement between Regus Management Group, LLC and Asset Entities, LLC, dated as of January 25, 2022 (incorporated

by reference to Exhibit 10.17 to Registration Statement on Form S-1 filed on September 2, 2022)

Office Agreement between Regus

Management Group, LLC and Asset Entities, LLC, dated as of May 4, 2022

Renewal Agreement between Regus

Management Group, LLC and Asset Entities, LLC, dated as of October 10, 2022

Office Agreement between Regus Management Group, LLC and Asset Entities, LLC, dated as of January 25, 2022 (incorporated by reference to Exhibit 10.17 to Registration Statement on Form S-1 filed on September 2, 2022)

Office Agreement between Regus Management Group, LLC and Asset Entities, LLC, dated as of May 4, 2022 (incorporated by reference to Exhibit 10.21 to Annual Report on Form 10-K filed on March 31, 2023)

Renewal Agreement between Regus Management Group, LLC and Asset Entities, LLC, dated as of October 10, 2022 (incorporated by reference to Exhibit 10.22 to Annual Report on Form 10-K filed on March 31, 2023)

Form of Private Placement Subscription Agreement (incorporated by reference to Exhibit 10.18 to Registration Statement on Form S-1 filed on September 2, 2022)

1 unchanged sentence

and Boustead Securities, LLC (as representative of the underwriters named therein) (incorporated by reference to Exhibit 1.1 to Current Report on Form 8-K filed on February 8, 2023)

Closing Agreement between Asset Entities Inc.

and Triton Funds LP, dated as of June 30, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on July 5, 2023)

Amended and Restated Closing Agreement between Asset Entities Inc.

and Triton Funds LP, dated as of August 1, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 7, 2023)

Amendment to Amended and Restated Closing Agreement between Asset Entities Inc.

and Triton Funds LP, dated as of September 27, 2023 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on October 3, 2023)

Amendment to Letter Agreement between Arman Sarkhani and Asset Entities

Inc., dated as of August 15, 2023 (incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed on November 14, 2023)

Asset Purchase Agreement by and among Asset Entities Inc., Ternary Inc., Ternary Developments Inc., OptionsSwing Inc., and Jason Lee, dated as of November 10, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on November 15, 2023)

Second Amendment to Amended

and Restated Closing Agreement, dated as of December 30, 2023, between Asset Entities Inc.

and Triton Funds LP

Employment Letter Agreement between Asset Entities Inc.

Fairbanks, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.7 to Registration Statement on Form S-1 filed on September

Third Amendment to Amended and Restated Closing Agreement, dated as of March 29, 2024, between Asset Entities Inc.

and Triton Funds LP

Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to Registration Statement on Form S-1 filed on September 2, 2022)

Consent of WWC, Professional Corporation

Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

compensation plan or arrangement

Asset Entities Inc.

Clawback Policy

Asset Entities Inc.

Insider Trading Policy

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension

Schema Document

Inline XBRL Taxonomy Extension

Calculation Linkbase Document

Inline XBRL Taxonomy Extension

Definition Linkbase Document

Inline XBRL Taxonomy Extension

Label Linkbase Document

Inline XBRL Taxonomy Extension

Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101)

* Filed herewith

† Executive compensation plan or arrangement

FORM 10-K SUMMARY.

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholder’s Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Consolidated Balance Sheets F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Changes in Stockholder’s Equity F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

13 unchanged sentences

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

19 unchanged sentences

San Mateo, CA

March 31, 2023

ENTITIES INC.

April 1, 2024

ASSET ENTITIES INC.

Balance Sheets

As of December 31,

Current Assets

Prepaid expenses

Deferred offering costs

Total Current Assets

Non-Current Assets

Property and equipment, net

Intangible asset

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

11 unchanged sentences

Class A Common Stock;

$ 0.0001 par value, 10,000,000 authorized

8,385,276 and 9,756,000 shares issued and outstanding

$ 0.0001 par value, 10,000,000 authorized 8,385,276 shares issued and outstanding

Class B Common Stock;

$ 0.0001 par value, 190,000,000 authorized

2,364,724 and 244,000 shares issued and outstanding, respectively

$ 0.0001 par value, 190,000,000 authorized 6,039,134 and 2,364,724 shares issued, respectively

Treasury Stock, at cost:

Class B Common Stock - 250,000 and 0 shares, respectively

Additional paid in capital

Subscription receivable

Retained earnings (deficit)

Accumulated deficit

( 5,558,315 )

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

accompanying notes are an integral part of these consolidated financial statements.

ENTITIES INC.

TOTAL LIABILITIES AND STOCKHOLDERS’

The accompanying notes are an integral part

of these consolidated financial statements.

ASSET ENTITIES INC.

Statements of Operations

5 unchanged sentences

Total operating expenses

Income (loss) from operations

Net income (loss)

Loss from operations

( 4,931,197 )

Basic and diluted loss per share of common stock

Weighted average number of shares of common stock outstanding

accompanying notes are an integral part of these consolidated financial statements.

ENTITIES INC.

$ ( 4,931,197 )

$ ( 645,255 )

Loss per share of common stock - basic and diluted

Weighted average number of shares of common stock outstanding - basic and diluted

The accompanying notes are an integral part

of these consolidated financial statements.

ASSET ENTITIES INC.

Statement of Stockholders’ Equity

1 unchanged sentence

December 31, 2021

B Common stock issued

December 31, 2021

$ ( 225,976 )

3 unchanged sentences

December 31, 2022

B Common stock issued

A and B Common stock issued for restricted stock awards

of Class B Common stock

( 4,931,197 )

accompanying notes are an integral part of these consolidated financial statements.

ENTITIES INC.

( 4,931,197 )

December 31, 2023

$ ( 176,876 )

$ ( 5,558,315 )

The accompanying notes are an integral part

of these consolidated financial statements.

ASSET ENTITIES INC.

Statements of Cash Flows

1 unchanged sentence

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$ ( 4,931,197 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

$ ( 645,255 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock based compensation

Depreciation and amortization

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable and accrued expenses

Contract liabilities

Net cash provided by (used in) operating activities

Net cash used in operating activities

( 3,807,623 )

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment

Purchase of intangible asset

Net cash used in Investing Activities

CASH FLOWS FROM FINANCING ACTIVITIES

Class A common stock subscription proceeds received

Class B common stock subscription proceeds received

Class B common stock subscription proceeds received, net

Deferred offering costs

Reacquisition of shares

Net cash provided by financing activities

Net change in cash

Cash at beginning of period

Cash at end of period

Cash at beginning of year

Cash at end of year

SUPPLEMENTAL CASH FLOW INFORMATION:

1 unchanged sentence

Cash paid for interest

NON-CASH INVESTING

AND FINANCING ACTIVITIES

NON CASH INVESTING AND FINANCING ACTIVITIES

Conversion from Class A to Class B common stock

accompanying notes are an integral part of these consolidated financial statements.

ENTITIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The accompanying notes are an integral

part of these consolidated financial statements.

ASSET ENTITIES INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

As of and for the years ended December 31, 2023

2022 and 2021

Organization, Description of Business

and Liquidity

Entities Inc.

(“Asset Entities”, “we”, “us” or the “Company”), began operations as a

general partnership in August 2020 and formed Assets Entities Limited Liability Company in the state of California on October 20, 2020.

The financial statements reflect the operations of the Company from inception of the general partnership.

On March 15, 2022, the Company

filed Articles of Merger to register and incorporate with the state of Nevada and changed the company name to Asset Entities Inc.

March 9, 2022, the Company filed Articles of Incorporation with the state of Nevada to authorize the Company to issue 250,000,000 shares,

consisting of 10,000,000 shares of Class A Common Stock, $ 0.0001 par value per share (“Class A Common”), 190,000,000 shares

of Class B Common stock, $ 0.0001 par value per share (“Class B Common”), and 50,000,000 shares of Preferred Stock, $ 0.0001

par value (the “Preferred Stock”).

March 28, 2022, all 51,250,000 units of the previously outstanding membership interests were exchanged for 9,756,000 shares of Class

A Common Stock and 244,000 shares of Class B Common Stock.

Entities is an Internet company providing social media marketing, content delivery, and development and design services across Discord,

TikTok, and other social media platforms.

Based on the rapid growth of our Discord servers and social media following, we have developed

three categories of services.

First, we provide subscription upgrades to premium content on our investment education and entertainment

servers on Discord.

Second, we codevelop and execute influencer social media and marketing campaigns for clients.

Third, we design, develop

and manage Discord servers for clients under our “AE.360.DDM” brand.

Asset Entities Inc.

(“Asset Entities”,

“we”, “us” or the “Company”), began operations as a general partnership in August 2020 and formed

Assets Entities Limited Liability Company in the state of California on October 20, 2020.

The consolidated financial statements reflect

the operations of the Company from inception of the general partnership.

On March 15, 2022, the Company filed Articles of Merger to register

and incorporate with the state of Nevada and changed the company name to Asset Entities Inc.

On March 9, 2022, the Company filed Articles of

Incorporation with the state of Nevada to authorize the Company to issue 250,000,000 shares, consisting of 10,000,000 shares of Class

A Common Stock, $ 0.0001 par value per share (“Class A Common”), 190,000,000 shares of Class B Common stock, $ 0.0001 par value

per share (“Class B Common”), and 50,000,000 shares of Preferred Stock, $ 0.0001 par value (the “Preferred Stock”).

On March 28, 2022, all 51,250,000 units of the

previously outstanding membership interests were exchanged for 9,756,000 shares of Class A Common Stock and 244,000 shares of Class B

Common Stock.

Description of Business

Asset Entities is an Internet company providing

social media marketing, content delivery, and development and design services across Discord, TikTok, and other social media platforms.

Based on the rapid growth of our Discord servers and social media following, we have developed three categories of services.

provide subscription upgrades to premium content on our investment education and entertainment servers on Discord.

Second, we codevelop

and execute influencer social media and marketing campaigns for clients.

Third, we design, develop and manage Discord servers for clients

under our “AE.360.DDM” brand.

Our AE.360.DDM service was just released in December 2021.

All of these services – our Discord investment education and entertainment, social media and marketing, and AE.360.DDM services

– are therefore based on our effective use of Discord in combination with ongoing social media outreach on TikTok, Facebook, Twitter,

Instagram, and YouTube.

The Company had an accumulated deficit of $ 627,118

at December 31, 2022 and a net loss of $ 645,255 during the year ended December 31, 2022.

However, in February 2023, the Company completed

an equity offering which generated net proceeds of $ 6.6 million.

Consequently, the Company’s existing cash resources and the cash

received from the equity offering are expected to provide sufficient funds to carry out the Company’s planned operations through

the next twelve (12) months.

All of these services – our

Discord investment education and entertainment, social media and marketing, and AE.360.DDM services – are therefore based on our

effective use of Discord in combination with ongoing social media outreach on TikTok, Facebook, Twitter, Instagram, and YouTube.

The Company had an accumulated deficit of $ 5,558,315 at December 31,

2023, $ 2,924,323 in cash at December 31, 2023, and a net loss of $ 4,931,197 during the year ended December 31, 2023.

However, the Company

initiated a sale of 621,590 shares of common stock under its Amended and Restated Closing Agreement on March 27, 2024, and the Company

intends to file a “shelf” registration statement and arrange for one or more financings to commence pursuant to such shelf

registration statement shortly after it becomes effective.

Based on the Company’s existing cash resources and the cash expected

to be received from these financings, it is expected that the Company will have sufficient funds to carry out the Company’s planned

operations through December 31, 2024.

Summary of Significant Accounting Policies

of Presentation

financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange

Commission (“SEC”).

The financial statements of the Company have been prepared in accordance with generally accepted accounting

Basis of Presentation

The consolidated

financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting

principles in the United States of America (” GAAP”) and are presented in US dollars.

1 unchanged sentence

accounting and has adopted a December 31 fiscal year end.

of Consolidation

consolidated financial statements include Asset Equity LLC (“Asset Equity”) which is accounted for as a variable interest

entity (“VIE”), because the Company is the primary beneficiary, as a result of the Company’s officers being responsible

for 100 % of the operations of Asset Equity, and the Company derived 100 % of the net profits or losses from Asset Equity’s business

Through common control, the management of the Company had effective control over Asset Equity and had the power to direct

the activities of Asset Equity that most significantly impact its economic performance.

There were no restrictions on the consolidated

VIE’s assets and on the settlement of its liabilities.

Equity was a limited liability company organized in the state of Delaware on February 26, 2021 and dissolved on April 21, 2022.

Consolidation

The consolidated financial statements included

Asset Equity LLC (“Asset Equity”) which is accounted for as a variable interest entity (“VIE”), because the Company

is the primary beneficiary, as a result of the Company’s officers being responsible for 100 % of the operations of Asset Equity,

and the Company derived 100 % of the net profits or losses from Asset Equity’s business operations.

Through common control, the

management of the Company had effective control over Asset Equity and had the power to direct the activities of Asset Equity that most

significantly impact its economic performance.

There were no restrictions on the consolidated VIE’s assets and on the settlement

of its liabilities.

Asset Equity LLC (“Asset Equity”)

was a limited liability company organized in the state of Delaware on February 26, 2021 and dissolved on April 21, 2022.

The co-founders

6 unchanged sentences

the change occurs.

April 21, 2022, the Company dissolved our VIE, Asset Equity LLC, and moved all operations to the Company.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of expenses during the reporting period.

Some of these judgments can be subjective and complex, and, consequently, actual

results may differ from these estimates.

and Cash Equivalents

purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market

funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents.

had no cash equivalents at December 31, 2022 and 2021.

Periodically,

the Company may carry cash balances at financial institutions more than the federally insured limit of $ 250,000 per institution.

The Company has not experienced losses on account balances and management believes, based upon the quality of the financial institutions,

that the credit risk with regard to these deposits is not significant.

On April 21, 2022, the Company dissolved our VIE,

Asset Equity LLC, and moved all operations to the Company.

Use of Estimates

The preparation of consolidated financial statements

in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses

during the reporting period.

Some of these judgments can be subjective and complex, and, consequently, actual results may differ from

these estimates.

Cash and Cash Equivalents

For purposes of balance sheet presentation and

reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments

with an original maturity of less than 90 days to be cash and cash equivalents.

The Company had no cash equivalents at December 31, 2023

Periodically, the Company may carry cash balances

at financial institutions more than the federally insured limit of $ 250,000 per institution.

amount in excess of the FDIC insurance as of December 31, 2023, was approximately $ 2.4 million.

The Company has not experienced losses

on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard to

these deposits is not significant.

Accounts Receivable

Accounts receivable are recorded in accordance

with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest.

The allowance

for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.

The Company had accounts receivable of $ 5,000 and recorded specific allowance for doubtful accounts of $ 5,000 as of December 31, 2022

to account for the delinquency related to one specific transaction.

Based on management’s estimate and based on all other accounts

being current and settled, the Company has not deemed it necessary to make any additional general provision for doubtful accounts at the

time of this report.

Offering Costs

of December 31, 2022 and 2021, deferred offering costs represent legal fees for preparation of any securities purchase agreements or

current registration statement.

The Company records these fees as a current asset that will be netted against gross proceeds received

from any offering or placements.

Value Measurements

Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring

basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement.

The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining

The Company’s

expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic

and market conditions, and a review of the current status of customers’ trade accounts receivable.

Due to the short-term nature

of such receivables, the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances.

To measure expected credit losses, accounts receivable are grouped based on shared risk characteristics

and days past due.

The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses

in its existing accounts receivable.

The Company had accounts receivable of $ 0 and $ 5,000 and recorded an allowance for credit losses

of $ 0 and $ 5,000 as of December 31, 2023 and 2022 respectively that is deducted from the amortized cost basis of accounts receivable to

present the net amount expected to be collected.

Deferred Offering Costs

As of December 31, 2022, deferred offering costs

represent legal fees for preparation of any securities purchase agreements or current registration statement.

The Company recorded these

fees as a current asset that netted against gross proceeds received from any offering or placements.

February 2023, the Company issued common stock as initial public offering and netted offering cost as additional paid in capital.

Property and equipment

Property and equipment are stated at cost less

accumulated depreciation and impairment loss, if any.

Property and equipment are depreciated at rates sufficient to write off their costs

less impairment and residual value, if any, over their estimated useful lives on a straight-line basis.

Machinery and Equipment

Office Equipment and Fixtures

The Company did not have any Building, Machinery and Equipment, and

Vehicle as of December 31, 2023.

Maintenance and repairs are charged to expense

Improvements of a major nature are capitalized.

At the time of retirement or other disposition of property and equipment,

the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.

The long-lived assets of the Company are reviewed

for impairment in accordance with ASC No.

360, “Property, Plant and Equipment” (“ASC No.

360”), whenever events

or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The recoverability of assets to be held

and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated

by the assets.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying

amount of the assets exceeds the fair value of the assets.

Intangible Assets

Intangible assets acquired are recorded at fair

We test our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying

value of the assets may not be recoverable.

We test our indefinite-lived intangible assets for impairment annually

or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.

the carrying value exceeds the fair value, we recognize an impairment in an amount equal to the excess, not to exceed the carrying

Management uses considerable judgment to determine key assumptions, including projected revenue, royalty rates and appropriate

discount rates.

There were no intangible asset impairment charges in 2023 or 2022.

Finite-lived intangible assets are amortized using

the straight-line method over their estimated useful lives, which ranges from 5 to 15 years.

Our finite-lived

intangible assets include acquired franchise agreements, acquired customer relationships, acquired customer lists, and internally

developed software.

Our indefinite-lived intangible assets include acquired domain names, trade names, and purchased software.

Intangible assets internally

developed are measured at cost.

We capitalize costs to develop or purchase computer software for internal use which are incurred during

the application development stage.

These costs include fees paid to third parties for development services and payroll costs

for employees’ time spent developing the software.

We expense costs incurred during the preliminary project stage and the post-implementation

Capitalized development costs are amortized on a straight-line basis over the estimated useful life of the software.

The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management

with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated

economic life.

Impairment of Long-lived Assets Other Than

Long-lived assets with finite lives, primarily

property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes

in circumstances indicate that the carrying amount of an asset may not be recoverable.

If the estimated cash flows from the use of the

asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down

to its fair value.

Fair Value Measurements

The Company uses a

three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well

as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement.

The hierarchy

requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:

● Level 1—Observable

inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

● Level 2—Observable

inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical

or similar assets and liabilities;

● Level 3—Unobservable

inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

Company’s financial instruments, including cash, deferred offering costs and other current liabilities are carried at historical

At December 31, 2022 and 2021, the carrying amounts of these instruments approximated their fair values because of the short-term

nature of these instruments.

Company recognizes revenue utilizing the following steps:

1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets

or liabilities in active markets;

2—Observable inputs other than quoted prices in active markets that are observable

either directly or indirectly in the marketplace for identical or similar assets and liabilities;

3—Unobservable inputs that are supported by little or no market data, which require

the Company to develop its own assumptions.

The Company’s

financial instruments, including cash, accounts receivable, prepaid expense, deferred offering costs and contract liabilities, other current

liabilities are carried at historical cost.

At December 31, 2023 and 2022, the carrying amounts of these instruments approximated their

fair values because of the short-term nature of these instruments.

Stock based compensation

Service-Based Awards

The Company records stock-based compensation for awards granted to

employees, non-employees, and to members of the Board for their services on the Board based on the grant date fair value of awards issued,

and the expense is recorded on a straight-line basis over the requisite service period, which is generally one to three years.

For restricted stock awards (“RSAs”) issued under the Company’s

stock-based compensation plans, the fair value of each grant is calculated based on the Company’s stock price on the date of grant.

Share Repurchase

Share repurchases are open market purchases.

repurchases are generally recorded on the settlement date, as treasury stock.

When shares are cancelled, the value of repurchased shares

is deducted from stockholders’ equity through common stock with the excess over par value recorded to accumulated deficit.

Revenue Recognition

The Company recognizes revenue utilizing the following

(i) Identify the contract, or contracts, with a customer;

(ii) Identify the

performance obligations in the contract;

(iii) Determine the transaction price;

(iv) Allocate the transaction price to the performance

obligations in the contract;

(v) Recognize revenue when the Company satisfies a performance obligation.

(ii) Identify the performance obligations in the contract;

(iii) Determine

the transaction price;

(iv) Allocate the transaction price to the performance obligations in the contract;

(v) Recognize revenue when

the Company satisfies a performance obligation.

Subscriptions

Subscription revenue is related to a single performance obligation that is recognized over time when earned.

Subscriptions are paid in advance and can be purchased on a monthly, quarterly, or annual basis.

Any quarterly or annual subscription

revenue is recognized as a contract liability expensed over

the contracted service period.

related to marketing campaign contracts with customers are normally of a short duration, typically less than two weeks.

related to AE.360.DDM contracts with customers are normally of a short duration, typically less than one week.

Subscription revenue is related to a single performance

obligation that is recognized over time when earned.

Subscriptions are paid in advance and can be purchased on a monthly, quarterly, or

annual basis.

Any quarterly or annual subscription revenue is recognized as a contract liability recorded over the contracted service

Revenue related to marketing campaign contracts

with customers are normally of a short duration, typically less than two (2) weeks.

AE.360.DDM Contracts

Revenue related to AE.360.DDM contracts with customers

are normally of a short duration, typically less than one (1) week.

Contract Liabilities

Contract liabilities consist of quarterly and

2 unchanged sentences

$ 4,648 , respectively.

Contract liabilities are typically expected to be recognized to revenue over a period not to exceed twelve (12)

Per Share of Common Stock

Contract liabilities are expected to be recognized as revenue over a period not to exceed twelve (12) months.

Earnings Per Share of Common Stock

The Company has adopted ASC Topic 260, “Earnings

1 unchanged sentence

entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share

In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number

of shares of common stock outstanding during the year.

Diluted earnings per share is computed by dividing net income by the weighted average

number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential

dilution that could occur from common stock issuable through contingent share arrangements, stock options and warrants unless the result

would be antidilutive.

The Company would account for the potential dilution from convertible securities using the as-if converted method.

In the accompanying consolidated financial statements, basic loss per share is computed by dividing net loss by the weighted

average number of shares of common stock outstanding during the year.

Diluted earnings per share is computed by dividing net income by

the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to

reflect the potential dilution that could occur from common stock issuable through contingent share arrangements, stock options and warrants

unless the result would be antidilutive.

The Company would account for the potential dilution from

convertible securities using the as-if converted method.

The Company accounts for warrants and options using the treasury stock method.

During the years ended December 31, 2022 and 2021, there

were no convertible securities outstand that would be potentially dilutive;

During the year ended December 31, 2022, the Company issued

warrants to a placement agent in connection with private offerings of its common stock;

these warrants out of the money from the date

of their issuance to December 31, 2022;

accordingly, they had no potentially dilutive effect on the Company’s diluted loss per share.

described in more detail above, the business now conducted by the Company was operated as a partnership from August 1, 2020 until October

19, 2020, when it was reorganized as a limited liability company, or LLC, and that LLC was merged into the Company on March 28, 2022.

Prior to that date, the partnership and the subsequent LLC were not subject to federal income tax and all income, deductions, gains and

losses were attributed to the partners or members.

As of December 31, 2023, dilutive potential common shares include outstanding warrants.

As described in more detail in note 1, the business

now conducted by the Company was operated as a partnership from August 1, 2020 until October 19, 2020, when it was reorganized as a limited

liability company, or LLC, and that LLC was merged into the Company on March 28, 2022.

Prior to that date, the partnership and the subsequent

LLC were not subject to federal income tax and all income, deductions, gains and losses were attributed to the partners or members.

The Company adopted FASB ASC 740, Income Taxes,

13 unchanged sentences

will not be realized.

No deferred tax assets or liabilities were recognized as of December 31, 2022 and 2021.

Company follows ASC 850, “Related Party Disclosures” , for the identification of related parties and

disclosure of related party transactions and balances.

and Contingencies

Company follows ASC 450-20, “Loss Contingencies” , to report accounting for contingencies.

Liabilities for loss

contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that

a liability has been incurred and the amount of the assessment can be reasonably estimated.

Accounting Pronouncements

June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820):

No deferred tax assets or liabilities were recognized as of December 31, 2023 or December 31, 2022.

Related Parties

The Company follows ASC 850, “Related

Party Disclosures” , for the identification of related parties and disclosure of related party transactions and balances.

There were no related party transactions except management fees.

During the years ended December 31, 2023 and 2022, the Company paid management

fees to their controlling members totaling $ 2,848,307 and $ 370,158 , respectively .

Commitments and Contingencies

The Company follows ASC 450-20, “Loss

Contingencies” , to report accounting for contingencies.

Liabilities for loss contingencies arising from claims, assessments,

litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of

the assessment can be reasonably estimated.

As of December 31, 2023 and 2022, the Company did not have any commitments and contingencies .

Recent Accounting Pronouncements

2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities

6 unchanged sentences

Early adoption is permitted.

The Company is currently assessing the impact of the adoption of this standard

on its consolidated financial statements.

In June 2016, the FASB issued ASU No.

Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.

The amendments in this

Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash.

The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets.

For public entities,

the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.

For the Company which is a smaller reporting company, ASU No.

2019-10 extends the effective dates for two years .

The Company will adopt

this standard beginning January 1, 2023.

The Company is currently evaluating the effect of the adoption of this standard on the consolidated

financial statements and related disclosures.

Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will

have a material impact on its financial statements.

The Company is currently assessing the impact of the adoption of this standard on

its consolidated financial statements.

The Company has considered all other recently

issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial

Recently adopted accounting standards

In June 2016, the

FASB issued ASU No.

2016-13, Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses

on Financial Instruments , which has been subsequently amended by ASU No.

2018-19, ASU No.

2019-04, ASU No.

2019-10, ASU No.

2019-11 and ASU No.

2020-03 (“ASU 2016-13”).

The provisions of ASU 2016-13 modify

the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology and require a consideration

of a broader range of reasonable and supportable information to inform credit loss estimates.

The Company adopted ASU 2016-13 on January

1, 2023 using the modified retrospective approach.

The Company’s consolidated financial statements for prior-year periods have not

been revised and are reflective of the credit loss requirements which were in effect for that period.

The adoption of ASU 2016-13 did

not have a material impact on the Company’s consolidated financial statements and related disclosures.

2017, the FASB issued ASU No.

2017-04, Intangibles-Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment, which

simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test.

Instead of determining a hypothetical

purchase price allocation to measure goodwill impairment, the Company will compare the fair value of a reporting unit with its carrying

The update also includes a new requirement to disclose the amount of goodwill allocated to reporting units with zero or negative

carrying amounts.

The Company adopted ASU 2017-04 on January 1, 2023.

The adoption of ASU 2017-04 did not have a material impact on the

Company’s consolidated financial statements and related disclosures.

Property and Equipment

Property and equipment consisted of the following:

Office equipment

Accumulated depreciation

Intangible Assets

Intangible assets consist of the following:

Intangible asset

Stockholders’ Equity

Capital Stock

March 9, 2022, the Company filed Articles of Incorporation with the state of Nevada to authorize the Company to issue 250,000,000 shares,

consisting of 10,000,000 shares of Class A Common Stock, $ 0.0001 par value per share (“Class A Common”), 190,000,000 shares

of Class B Common stock, $ 0.0001 par value per share (“Class B Common”), and 50,000,000 shares of Preferred Stock, $ 0.0001

par value (the “Preferred Stock”).

March 28, 2022, all 51,250,000 units of the previously outstanding membership interests were exchanged for 9,756,000 shares of Class

A Common Stock and 244,000 shares of Class B Common Stock.

Company shall have the authority to issue the shares of Preferred Stock in one or more series with such rights, preferences and designations

as determined by the Board of Directors of the Company.

A Common Stock

share of Class A Common Stock entitles the holder to ten (10) votes, in person or proxy, on any matter on which an action of the stockholders

of the Company is sought and is convertible by the holder into one (1) share of Class B Common Stock.

part of a share conversion in March 2022, the Company converted the 97.56 % membership interest to 9,756,000 shares of Class A Common

Stock of the Company.

The Company has reflected this conversion for all periods presented.

of December 31, 2021, the Company recorded a subscription receivable of $ 976 .

During the nine months ended September 30, 2022, the Company

received $ 976 for subscription receivable.

April 21, 2022, 770,724 shares of Class A Common Stock were converted into Class B Common Stock.

October 6, 2022, officers of the Company agreed to transfer 600,000 shares of Class A Common Stock for 600,000 shares of Class B Common

Company had 8,385,276 and 9,756,000 shares of Class A Common Stock issued and outstanding as of December 31, 2022 and 2021, respectively.

B Common Stock

share of Class B Common Stock entitles the holder to one (1) vote, in person or proxy, on any matter on which an action of the stockholders

of the Company is sought.

part of the share conversion in March 2022, the Company converted the 2.44 % membership interest to 244,000 shares of Class B Common Stock

Authorized Capital Stock

On March 9, 2022, the Company filed Articles of

Incorporation with the state of Nevada to authorize the Company to issue 250,000,000 shares, consisting of 10,000,000 shares of Class

A Common Stock, $ 0.0001 par value per share (“Class A Common”), 190,000,000 shares of Class B Common stock, $ 0.0001 par value

per share (“Class B Common”), and 50,000,000 shares of Preferred Stock, $ 0.0001 par value (the “Preferred Stock”).

On March 28, 2022, all 51,250,000 units of the

previously outstanding membership interests were exchanged for 9,756,000 shares of Class A Common Stock and 244,000 shares of Class B

Common Stock.

Preferred Stock

The Company shall have the authority to issue

the shares of Preferred Stock in one or more series with such rights, preferences and designations as determined by the Board of Directors

of the Company.

Class A Common Stock

Each share of Class A Common Stock entitles the

holder to ten (10) votes, in person or proxy, on any matter on which an action of the stockholders of the Company is sought and is convertible

by the holder into one (1) share of Class B Common Stock.

As part of a share conversion in March 2022, the

Company converted the 97.56 % membership interest to 9,756,000 shares of Class A Common Stock of the Company.

The Company has reflected

this conversion for all periods presented.

The Company had 8,385,276 shares of Class A Common

Stock issued and outstanding as of December 31, 2023 and 2022.

Class B Common Stock

Each share of Class B Common Stock entitles the

holder to one (1) vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought.

Fiscal year 2023

3, 2023, the Company closed an initial public offering of 1,500,000 shares of its class B common stock.

The Company raised total gross

proceeds of $ 7,500,000 in the offering, and after deducting $ 884,880 of underwriting discounts and commissions, the non-accountable

expense allowance, and other expenses from the offering, the Company received net proceeds of $ 6,615,120 .

In October 2023, 263,410 shares

of Class B Common Stock were sold to Triton Funds LP (“Triton”) for cash proceeds of $ 40,154 , net of $ 30,687 in offering costs

(see below for discussion of the purchase agreement).

year ended December 31, 2023, the Company granted 1,911,000 shares of class B restricted stock awards under the 2022 Equity

Incentive Plan (“2022 Plan”) to directors and executive officers, valued at $ 3,779,230 .

Fiscal year 2022

of the share conversion in March 2022, the Company converted the 2.44 % membership interest to 244,000 shares of Class B

Common Stock of the Company.

The Company has reflected this conversion for all periods presented.

On December 15, 2021, the Company issued 244,000

shares of Class B Common stock for $ 250,000 .

During the year ended December 31, 2022, the Company received $ 225,000 .

As of December 31,

2022 and 2021, the Company recorded a subscription receivable of $ 0 and $ 225,000 , respectively.

June 9, 2022, the Company issued 250,000 shares of Class B Common stock for $ 250,000 less issuance cost of $ 75,075 .

October 2022, the Company issued 500,000 shares of Class B Common Stock to unaffiliated investors for $ 500,000 , less issuance cost of

Company had 2,364,724 and 244,000 shares of Class B Common Stock issued and outstanding as of December 31, 2022 and 2021, respectively.

15, 2021, the Company issued 244,000 shares of Class B Common stock for $ 250,000 .

During the year ended December 31, 2022, the

Company received $ 225,000 .

As of December 31, 2022, the Company recorded a subscription receivable of $ 0 .

9, 2022, the Company issued 250,000 shares of Class B Common stock for $ 250,000 less issuance cost of $ 75,075 .

During October

2022, the Company issued 500,000 shares of Class B Common Stock to unaffiliated investors for $ 500,000 , less issuance cost of

had 5,939,134 and 2,364,724 shares of Class B Common Stock issued as of December 31, 2023 and 2022, respectively.

The Company had 6,039,134 and 2,364,724 shares

of Class B Common Stock issued as of December 31, 2023 and 2022, respectively.

Treasury stock

During the year ended December 31, 2023, the Company

repurchase 250,000 shares of Class B Common stock at $ 176,876 and recorded as treasury stock as of December 31, 2023.

Triton Purchase Agreement

On June 30, 2023, the Company, entered into a

Closing Agreement (the “Closing Agreement”) with Triton.

Under the Closing Agreement, the Company agreed to sell to Triton

shares of class B common stock, $ 0.0001 par value per share, of the Company (the “Class B Common Stock”), having a total value,

as determined under the Amended and Restated Closing Agreement, of $ 1,000,000 .

On August 1, 2023, the Company and Triton entered

into an Amended and Restated Closing Agreement (the “Amended and Restated Closing Agreement”).

Subject to the terms of the

Amended and Restated Closing Agreement, the Company may deliver a closing notice (the “Closing Notice”) and issue certain

securities to Triton at any time on or before March 31, 2024, pursuant to which Triton will be obligated to purchase such securities of

the Company with an aggregate value of $ 1,000,000 in the following manner.

Upon delivery of the Closing Notice, Triton must purchase newly-issued

shares of Class B Common Stock of the Company (the “Triton Shares”) in an amount equal to up to 9.99 % of the outstanding shares

of Class B Common Stock following such purchase, plus pre-funded warrants (the “Triton Pre-Funded Warrants” and together with

the Triton Shares, the “Triton Securities”) that may be exercised to purchase an amount of newly-issued shares of Class B

Common Stock (the “Triton Warrant Shares”), such that the aggregate price of the Triton Shares and the Triton Pre-Funded Warrants

together with the exercise price to be paid upon full exercise of the Triton Pre-Funded Warrants will equal a total gross purchase price

of $ 1,000,000 .

Upon the Company’s election to deliver the Closing Notice, the price of each of the Triton Shares will be set at

85 % of the lowest daily volume-weighted average price of the Class B Common Stock during the five (5) business days before and five business

days after the date of the Closing Notice.

Equity Incentive Plan

number of shares of Class B Common Stock that may be issued pursuant to awards granted under the 2022 Plan is 2,750,000 shares.

Awards that may be granted include:

(a) Incentive Stock Options, or ISO (b) Non-statutory Stock Options, (c) Stock Appreciation Rights,

(d) Restricted Stock, the Restricted Stock Units, or RSUs, (f) Stock granted as a bonus or in lieu of another award, and (g) Performance

These awards offer us and our shareholders the possibility of future value, depending on the long-term price appreciation of our

Class B Common Stock and the award holder’s continuing service with us.

shares to directors vest quarterly for one year from the date of grantee’s appointment as a director.

The RSA shares to officers

vest annually over three years from the grant date.

RSA shares are measured at fair market value on the date of grant and stock-based

compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital.

December 31, 2023, the Company recorded stock-based compensation expense of $ 1,295,931 .

As of December 31, 2023, 196,000 RSA

shares have vested.

As of December 31, 2023, there was $ 2,483,299

of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average

period of 2.09 years.

In June and October 2022, the Company issued a

2 unchanged sentences

accounted for these warrants as equity-classified instruments.

A summary of activity during the year ended December

31, 2022, follows:

Average Exercise

Outstanding, December 31, 2021

Outstanding, December 31, 2022

7, 2023, the Company issued 105,000 warrants exercisable into 105,000 shares of the Company’s Class B Common

Stock which is equal to 7 % of the aggregate number of shares of Class B Common Stock sold in the above mentioned initial public offering.

These warrants carry an exercise price of $ 6.25 per share, which is equal to 125 % of the public offering price, subject to adjustment,

the warrants also include a cashless exercise provision;

these warrants may be exercised at any time for five years following

the date of issuance.

A summary of activity during the years ended December

31, 2023 and 2022, follows:

December 31, 2021

December 31, 2022

December 31, 2023

All of the outstanding warrants are exercisable

1 unchanged sentence

The intrinsic value of the warrants as of December 31, 2023, is $ 0 .

Related Party Transactions

During the years ended December 31, 2022 and 2021,

the Company paid management fees to their controlling members totaling $ 370,158 and $ 535,127 , respectively.

Company has not made a provision for income taxes for the year ended December 31, 2022 and 2021, since the Company has the benefit of

net operating losses in these periods and the Company changed from a limited liability partnership to a C corporation during 2022.

The Company has not made

a provision for income taxes for the year ended December 31, 2023 and 2022, since the Company has the benefit of net operating losses

in these periods and the Company changed from a limited liability partnership to a C corporation during 2022.

Due to uncertainties

1 unchanged sentence

net operating losses carried forward, the Company has not recorded any deferred income tax assets as of December 31, 2023.

the year ended December 31, 2022, the Company had incurred a net operating loss (“NOL”) of $ 645,255 ;

the year ended December 31, 2023, the Company has incurred a net operating loss (“NOL”) of $ 4,931,197 .

NOLs generated after

December 31, 2017 are allowed to be carried forward on an indefinite basis.

reconciliation between expected income taxes, computed at the federal income tax rate of 21 % applied to the pretax accounting loss, and

the income tax net expense included in the consolidated statements of operations for the year ended December 31, 2022 and 2021 is as

December 31, 2017 can be carryforward indefinitely.

A reconciliation

between expected income taxes, computed at the federal income tax rate of 21 % applied to the pretax accounting loss, and the income tax

net expense included in the consolidated statements of operations for the year ended December 31, 2023 and 2022 is as follows:

For the Years ended

Income tax expense (credit) at statutory rate

$ ( 1,035,551 )

$ ( 135,504 )

Income tax adjustment

Stock based compensation

Change of valuation allowance

Income tax expense (credit)

deferred tax assets consist of the following components as of:

Net deferred tax assets consist of the following

components as of:

Operating loss carry forward

1 unchanged sentence

Deferred tax asset

Asset acquisition

On November 10, 2023,

Asset Entities Inc., a Nevada corporation (the “Company”), entered into an asset purchase agreement (the “Asset Purchase

Agreement”) with Ternary Inc., a Florida corporation (“Ternary FL”), Ternary Developments Inc., a Delaware corporation

(“Ternary DE”), OptionsSwing Inc., a Florida corporation (“OSI,” and together with Ternary FL and Ternary DE,

individually, a “Seller,” and collectively, the “Sellers”), and Jason Lee, the principal shareholder of each Seller

(the “Shareholder”).

Under the Asset Purchase Agreement, the Company agreed to purchase all of the Sellers’ right, title,

and interest in and to substantially all of the assets and properties owned by the Sellers and used in connection with their business

of Discord development, social media, online community management, marketing, and business-to-business software-as-a-service that offers

sales, service, marketing, and analytics for the payment of $ 100,000 in cash (the “Cash Consideration”), the issuance of 300,000

shares of Class B Common Stock, $ 0.0001 par value per share, of the Company (the “Stock Consideration”), and other good and

valuable consideration as described herein.

Pursuant to the Asset

Purchase Agreement, on November 10, 2023, the Company paid the Sellers $ 100,000 , issued 177,000 shares of the Stock Consideration to the

Shareholder, and 123,000 shares of the Stock Consideration in the aggregate to three other designated individuals, and the Sellers and

the Shareholder delivered title to all of the assets of the Sellers.

The Stock Consideration is subject to vesting conditions for the

two-year period following the grant date, subject to immediate vesting upon a change of control of the Company or certain other events.

Subsequent Events

Management evaluated

all events from the date of the balance sheet, which was December 31, 2022 through March 31, 2023 which was the date these financial statements

were available to be issue and determined the following items were material and required disclosure:

On February 3, 2023,

the Company closed an initial public offering of its class B common stock.

The Company raised total gross proceeds of $ 7,500,000 in the

offering, and after deducting $ 884,880 of underwriting discounts and commissions, the non-accountable expense allowance, and other expenses

from the offering, the Company received net proceeds of $ 6,615,120 .

On February 3, 2023, the Company’s Class

B Common Stock was listed on and began trading on the Nasdaq Capital Market under the symbol “ASST”.

On February 7, 2023,

the Company issued 105,000 warrants exercisable into 105,000 shares of the Company’s Class B Common Stock which is equal to 7 % of

the aggregate number of shares of Class B Common Stock sold in the above mentioned initial public offering.

These warrants carry an exercise

price of $ 6.25 per share, which is equal to 125 % of the public offering price, subject to adjustment, the warrants also include a cashless

exercise provision;

these warrants may be exercised at any time for five years following the date of issuance.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

March 31, 2023

ENTITIES INC.

Arshia Sarkhani

evaluated all events from the date of the balance sheet, which was December 31, 2023 through April 2, 2024 which was the date these consolidated

financial statements were available to be issue.

Based on our evaluation no material events have occurred that require disclosure

other than as disclosed below.

On March 27, 2024, the Company delivered a Closing

Notice to Triton (the “Second Closing Notice”) for the purchase of 621,590 shares of Class B Common Stock (the “Second

Triton Shares”), which was the amount of shares of Class B Common Stock remaining under the registration statement.

each of the Second Triton Shares is required to be set at 85 % of the lowest daily volume-weighted average price of the Class B Common

Stock during the five business days prior to the closing of the purchase of the Second Triton Shares (the “Second Triton Closing”).

The Second Triton Closing is required to occur within five business days after the delivery of the Second Triton Shares to Triton.

connection with the Second Triton Closing, pursuant to its engagement letter with Boustead Securities, LLC (“Boustead”), dated

November 29, 2021, and the underwriting agreement, dated February 2, 2023, with Boustead, the Company will pay Boustead a fee equal to

7 % of the aggregate purchase price and a non-accountable expense allowance equal to 1 % of the aggregate purchase price for the Second

Triton Shares.

In addition, the Company will issue a warrant to Boustead for the purchase of 43,511 shares of Class B Common Stock, equal

to 7 % of the number of the Second Triton Shares, with an exercise price equal to the purchase price per share of the Second Triton Shares.

Under a Third Amendment

to Amended and Restated Closing Agreement (the “Third Triton Amendment”), dated as of March 29, 2024, the Company and Triton

agreed to amend the Amended A&R Closing Agreement to provide that the Amended A&R Closing Agreement will expire on April 30, 2024,

instead of March 31, 2024.

The Third Triton Amendment did not amend any of the other provisions of the Amended A&R Closing Agreement.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

April 2, 2024

ASSET ENTITIES INC.

/s/ Arshia Sarkhani

Arshia Sarkhani

1 unchanged sentence

(Principal Executive Officer)

Matthew Krueger

/s/ Matthew Krueger

Matthew Krueger

1 unchanged sentence

(Principal Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

/s/ Arshia Sarkhani

Chief Executive Officer, President and Director

March 31, 2023

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Arshia Sarkhani

(principal executive officer)

/s/ Matthew Krueger

Chief Financial Officer

March 31, 2023

Executive Officer, President and Director

executive officer)

Matthew Krueger

(principal financial and accounting officer)

/s/ Michael Gaubert

Executive Chairman

March 31, 2023

Financial Officer

financial and accounting officer)

Michael Gaubert

/s/ Kyle Fairbanks

Executive Vice-Chairman

March 31, 2023

Chairman and Director

Kyle Fairbanks

/s/ Richard A.

March 31, 2023

/s/ Brian Regli

March 31, 2023

Vice-Chairman, Chief Marketing Officer and Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures