What changed in this filing

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Item 5. Other Information

2024-05-15 compared with 2023-11-14 · 95 added, 11 removed, 32 unchanged (77% of the section changed)

1 unchanged sentence

We have no information to disclose that was required

to be disclosed in a Current Report on Form 8-K during the three months ended September 30, 2023 but was not reported.

There have been

no material changes to the procedures by which security holders may recommend nominees to our board of directors where those changes were

implemented after the Company last provided disclosure of such procedures.

to be disclosed in a Current Report on Form 8-K during the three months ended March 31, 2024 but was not reported, other than as disclosed

There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors

where those changes were implemented after the Company last provided disclosure of such procedures.

On February 22, 2024, we entered into a separate

Cancellation and Exchange Agreement, dated as of February 22, 2024, with each of Asset Entities

Holdings, LLC, a Texas limited liability company (“AEH”), the holder of 8,385,276 shares of Class A Common Stock;

Holdings, LLC, a Texas limited liability company (“GKDB”), the holder of 603,953 units of membership interests in AEH representing

approximately 13.2% ownership of AEH;

and each of certain holders of an aggregate of 308,073 units of membership interests in GKDB (the

“2024 Former GKDB Holders”), representing approximately 51.0% ownership in GKDB (collectively, the “Former GKDB Holder

Cancellation Agreements”).

In accordance with the Former GKDB Holder Cancellation 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 in GKDB.

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 approximately 51.0% of GKDB’s AEH units, which constituted approximately 13.2%

The 2024 Former GKDB Holders’ nominal indirect interest in 561,585 of 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, dated as of February 22, 2024, 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 (the “Former AEH Holder Cancellation

and Exchange Agreement”).

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

The 2024 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.

of this transaction, the managers, officers, or other beneficial owners of the securities of the Company that were held by AEH consisted

of Arman Sarkhani, the Company’s Chief Operating Officer;

Arshia Sarkhani, the Company’s Chief Executive Officer, President

and director;

Jackson Fairbanks, the Company’s Director of Socials and former Chief Marketing Officer;

Kyle Fairbanks, the Company’s

Chief Marketing Officer, Executive Vice-Chairman and director;

Matthew Krueger, the Company’s Chief Financial Officer, Treasurer

and Secretary;

and Michael Gaubert, the Company’s Executive Chairman, General Counsel, and director.

Each of them was deemed to

beneficially own the shares of Class A Common Stock owned by Asset Entities Holdings, LLC and have shared voting and dispositive powers

over its shares.

Derek Dunlop,

who was one of the 2024 Former GKDB Holders, is the Company’s Chief Experience Officer.

In accordance with the Cancellation and

Exchange Agreement among the Company, AEH, GKDB, and Mr.

Dunlop, the Company and AEH agreed to convert 122,565 shares of AEH’s Class

A Common Stock into 122,565 shares of Class B Common Stock and transfer such shares to GKDB, in exchange for GKDB’s agreement to

cancel and surrender 67,237 of GKDB’s 603,953 units of membership interests in AEH, representing Mr.

Dunlop’s approximately

11.1% share of GKDB’s total ownership interest in AEH.

GKDB in turn agreed to the cancellation of 67,237 of its AEH units and transfer

of the 122,565 shares of Class B Common Stock to Mr.

Dunlop in proportion to Mr.

Dunlop’s former ownership interest in GKDB, in

exchange for Mr.

Dunlop’s agreement to cancel and surrender all of Mr.

Dunlop’s units of membership interests in GKDB.

122,565 shares of Class B Common Stock transferred to Mr.

Dunlop were derived from Mr.

Dunlop’s approximately 1.5% nominal indirect

interest in AEH’s 8,385,276 shares of Class A Common Stock, which in turn was derived from Mr.

Dunlop’s approximately 21.8%

of GKDB and, in turn, Mr.

Dunlop’s nominal indirect interest in approximately 11.1% of GKDB’s AEH units, which constituted

approximately 13.2% of AEH.

Dunlop’s nominal indirect interest in 122,565 of AEH’s 8,385,276 shares of Class A Common

Stock was therefore automatically converted into ownership of 122,565 shares of Class B Common Stock upon the conversion and transfer

of this number of shares of Class A Common Stock.

Copies of each of the

Former GKDB Holder Cancellation Agreements and the Former

AEH Holder Cancellation and Exchange Agreement are each attached to this Quarterly Report on Form 10-Q as Exhibit 10.2, Exhibit

10.3, Exhibit 10.4, Exhibit 10.5, Exhibit 10.6, and Exhibit 10.7, respectively, and the description above is qualified in its entirety

by reference to the full text of such exhibits.

Articles of Incorporation of Asset Entities Inc.

4 unchanged sentences

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)

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

Third Amendment to Amended and Restated Closing Agreement, dated as of March 29, 2024, between Asset Entities Inc.

and Triton Funds LP (incorporated by reference to Exhibit 10.32 to Annual Report on Form 10-K filed on April 2, 2024)

Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, GKDB AE Holdings, LLC, and Derek Dunlop

Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, GKDB AE Holdings, LLC, and Brian Fox

Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, GKDB AE Holdings, LLC, and Haeley Benavides

Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, GKDB AE Holdings, LLC, and John Costacos

Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, GKDB AE Holdings, LLC, and Aaron Edwards

Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, and Atticus Peppas

Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

8 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101)

* Filed herewith

3 unchanged sentences

duly authorized.

November 14, 2023

ASSET ENTITIES INC.

8 unchanged sentences

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-Q

Item 5. Other Information