What changed in this filing

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Item 1. Financial Statements

2025-05-15 compared with 2024-11-14 · 360 added, 391 removed, 241 unchanged (76% of the section changed)

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FINANCIAL STATEMENTS

Sheets as of September 30, 2024 (unaudited) and December 31, 2023

of Operations

of Changes in Stockholder’s Equity

of Cash Flows

to Financial Statements

Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024

Statements of Operations

Statements of Changes in Stockholder’s Equity

Statements of Cash Flows

Notes to Financial Statements

ENTITIES INC.

Balance Sheets

September 30,

and cash equivalents

Current Assets

Prepaid expenses

Total Current Assets

and equipment, net

Non-Current Assets

Property and equipment, net

Intangible asset

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

AND STOCKHOLDERS’ EQUITY

payable and accrued liability

Current Liabilities

Accounts payable and credit card liability

Contract liabilities

Total Current Liabilities

TOTAL LIABILITIES

Commitments and contingencies

and contingencies

Stockholders’ Equity

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Series A Convertible Preferred Stock;

$ 0.0001 par value, $ 10,000 stated value, 660 designated, 281 and 0 shares issued and outstanding

$ 0.0001 par value, $ 10,000 stated value, 660 designated 0 and 100 shares issued and outstanding, respectively

Common Stock;

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Class A Common Stock;

$ 0.0001 par value, 2,000,000 authorized, 1,250,000 and 1,677,056 shares issued and outstanding, respectively

$ 0.0001 par value, 2,000,000 authorized 1,000,000 shares issued and outstanding

Class B Common Stock;

$ 0.0001 par value, 38,000,000 authorized 13,413,162 and 9,060,965 shares issued, respectively

Additional paid in capital

Treasury Stock, at cost:

Class B Common Stock - 50,000 shares

Accumulated deficit

paid in capital

( 13,665,770 )

( 12,006,357 )

TOTAL STOCKHOLDERS’

TOTAL LIABILITIES AND

STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes are an integral part of these unaudited condensed financial statements.

ENTITIES INC.

Statements of Operations

of Operations

Three months ended

Nine months ended

September 30,

Operating expenses

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( 1,386,904 )

( 4,428,810 )

( 3,582,799 )

Other income (expense)

Interest income

Interest expense

Total other income

Loss before income tax

( 1,624,218 )

( 1,386,904 )

Income taxes expense

$ ( 1,624,218 )

$ ( 1,386,904 )

Dividend on Series B Preferred Stock

Dividend on Series A Preferred Stock

Net loss attributable to common stockholders

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$ ( 1,386,904 )

$ ( 4,436,576 )

$ ( 3,582,799 )

Loss per share of common stock - basic and diluted

Weighted average number

of shares of common stock outstanding - basic and diluted

accompanying notes are an integral part of these unaudited condensed financial statements.

ENTITIES INC.

Statement of Stockholders’ Equity

the nine months ended September 30, 2024

Series A Convertible

Preferred Stock

Balance - December 31, 2023

$ ( 176,876 )

$ ( 5,558,315 )

Conversion from Class A to Class B common stock

Stock based compensation

( 1,386,904 )

Balance - March 31, 2024

$ ( 176,876 )

$ ( 6,945,219 )

Series A Convertible Preferred stock issued

Class B common stock subscription proceeds received, net

Class B Common stock issued for restricted stock awards

Class B Common stock issued for purchase of intangible

( 1,726,537 )

Balance - June 30, 2024

$ ( 176,876 )

$ ( 8,671,756 )

Series A Convertible Preferred stock issued

Class B Common stock issued for conversion of Series A

Convertible Preferred stock

Conversion from Class A to Class B common stock

Cancellation of Class B common stock

Stock based compensation

Reverse stock split adjustment

Dividend declared - Series A Convertible Preferred stock

( 1,315,369 )

Balance - September 30, 2024

$ ( 176,876 )

$ ( 9,994,891 )

Weighted average number of shares of common stock outstanding - basic and diluted

accompanying notes are an integral part of these unaudited condensed financial statements.

ENTITIES INC.

Statement of Stockholders’ Equity

the nine months ended September 30, 2023

of Stockholders’ Equity

the three months ended March 31, 2025 and 2024

A Convertible

Preferred Stock

Balance - December 31, 2022

- December 31, 2024

$ ( 12,006,357 )

Class B common stock and warrant issued

Class B Common stock issued for restricted stock awards

from Series A Convertible Preferred stock to Class B common stock

B common stock for cash

based compensation

declared - Series A Convertible Preferred stock

( 1,624,218 )

Balance - March 31, 2023

- March 31, 2025

$ ( 13,665,770 )

Class B Common stock issued for restricted stock awards

- December 31, 2023

$ ( 176,876 )

$ ( 5,558,315 )

Balance - June 30, 2023

from Class A to Class B common stock

Based Compensation

( 1,386,904 )

Rounding adjustment

Class B Common stock issued for restricted stock awards

( 1,386,904 )

- March 31, 2024

$ ( 176,876 )

Balance - September 30, 2023

$ ( 6,945,219 )

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Statements of Cash Flows

Nine months ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

FLOWS FROM OPERATING ACTIVITIES

$ ( 1,624,218 )

$ ( 1,386,904 )

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 used in operating activities

to reconcile net loss to net cash used in operating activities:

based compensation

and amortization

in operating assets and liabilities:

payable and accrued liabilities

cash used in operating activities

( 1,570,582 )

( 1,042,635 )

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

Series A Convertible Preferred stock issued

Class B common stock subscription proceeds received, net

Net cash provided by financing activities

Net change in cash

Cash at beginning of period

Cash at end of period

NON CASH INVESTING AND FINANCING ACTIVITIES

Conversion from Class A to Class B common stock

Conversion from Series A Convertible Preferred stock to Class

B common stock

Class B Common stock issued for purchase of intangible asset

Cancellation of Class B common stock

Reverse stock split adjustment

FLOWS FROM INVESTING ACTIVITIES

of property and equipment

cash used in investing activities

FLOWS FROM FINANCING ACTIVITIES

from Class B common stock issued, net

cash provided by financing activities

change in cash and cash equivalents

( 1,054,537 )

and cash equivalents at beginning of period

and cash equivalents at end of period

CASH FLOW INFORMATION:

paid for income taxes

paid for interest

CASH INVESTING AND FINANCING ACTIVITIES

from Class A to Class B common stock

from Series A Convertible Preferred stock to Class B common stock

accompanying notes are an integral part of these unaudited condensed financial statements.

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TO CONDENSED FINANCIAL STATEMENTS

of and for the nine months ended September 30, 2024

of and for the three months ended March 31, 2025

Organization, Description of Business and Liquidity

Entities Inc.

(“Asset Entities”, “we”, “us” or the “Company”), began operations as a

(“Asset Entities”, “we”, “us”, “our”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 interim financial statements reflect the operations of the Company from inception of the general partnership.

operations of the Company from inception to prior year-end is reflected in retained earnings.

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

June 27, 2024, the Company filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes with the

Secretary of State of the State of Nevada authorizing a 1-for-5 reverse stock split of the Company’s issued and outstanding shares

of Class A Common Stock, $ 0.0001 par value per share, and Class B Common Stock, $ 0.0001 par value per share.

The reverse stock

split became effective on July 1, 2024.

to the reverse stock split, the Company was authorized to issue 200,000,000 shares of common stock, consisting of 10,000,000 shares

of Class A Common Stock and 190,000,000 shares of Class B Common Stock.

As a result of the reverse stock split, the Company

will be authorized to issue 40,000,000 shares of common stock, consisting of 2,000,000 shares of Class A Common Stock

and 38,000,000 shares of Class B Common Stock.

share and per share information in these financial statements retroactively reflect this reverse stock split.

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.

Entities is an Internet company providing social media marketing, content delivery, and development and design services across Discord,

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Instagram, and YouTube.

Company had an accumulated deficit of $ 9,994,891 as of September 30, 2024, cash of $ 2,098,406 as of September 30, 2024, and

a net loss of $ 4,436,576 for the nine months ended September 30, 2024.

On May 24, 2024, the Company entered into a securities purchase

agreement with an investor for the issuance and sale of up to 330 shares of the Company’s newly designated Series A Convertible

Preferred Stock for maximum gross proceeds of $ 3,000,000 .

the nine months ended September 30, 2024, the Company issued 330 shares of Series A Convertible Preferred Stock and received proceeds

of $ 2,647,500 , net of discount.

Based on the Company’s existing cash resources, management believes that the Company will have

sufficient funds to carry out the Company’s planned operations for at least the next 12 months from the issuance date of the accompanying

interim financial statements.

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation

of liabilities in the normal course of business.

The Company has an accumulated deficit of $ 13,665,770 at March 31, 2025 and a net

loss of $ 1,624,218 , during the three months ended March 31, 2025.

Company has received confirmation from Ionic Ventures, LLC that it will invest up to $ 3 million in the Company’s Series A

Convertible Preferred Stock upon request by the Company, and the Company’s Certificate of Designation of Series A Convertible Preferred

Stock allows for an additional 330 preferred shares of Series A Convertible Preferred Stock to be sold.

the additional revenue from the purchase of the TommyBoyTV, LLC server in June 2024, gross revenue is projected to increase to over $ 0.7 million

on the Company’s existing cash resources, management believes that the Company will have sufficient funds to carry out the Company’s

planned operations for at least the next 12 months from the issuance date of the accompanying financial statements.

Summary of Significant Accounting Policies

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opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

results for the nine months ended September 30, 2024, are not necessarily indicative of the results for the full year.

results for the three months ended March 31, 2025, are not necessarily indicative of the results for the full year.

While management

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be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2024, contained

in the Company’s Form 10-K filed on April 2, 2024.

preparation of interim 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 interim 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.

in the Company’s Form 10-K filed on March 31, 2025.

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

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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 September 30, 2024 and December 31, 2023.

had cash equivalents of $ 3.5 million and $ 1.7 million, respectively, as of March 31, 2025 and December 31, 2024.

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 September 30, 2024, was approximately $ 1.7 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.

amount in excess of the FDIC insurance as of March 31, 2025, was approximately $ 3.4 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.

and equipment

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

Machinery and Equipment

Office Equipment and Fixtures

Company did not have any Building, Machinery and Equipment, and Vehicle as of September 30, 2024.

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

and Equipment

Equipment and Fixtures

Company did not have any Building, Machinery and Equipment, and Vehicle as of March 31, 2025.

and repairs are charged to expense as incurred.

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of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected

in the income.

long-lived assets of the Company are reviewed for impairment in accordance with ASC No.

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rates and appropriate discount rates.

During the nine months ended September 30, 2024 and 2023, there were no intangible asset

impairment charges.

During the three months ended March 31, 2025, there were no intangible asset impairment charges.

intangible assets are amortized using the straight-line method over their estimated useful lives, which ranges from 5 to 15 years .

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The three tiers are defined as follows:

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.

Company’s financial instruments, including cash, prepaid expense and contract liabilities, other current liabilities are carried

at historical cost.

At September 30, 2024 and December 31, 2023, the carrying amounts of these instruments approximated their fair values

because of the short-term nature of these instruments.

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.

Company’s financial instruments, including cash, accounts receivable, prepaid expense, deferred offering costs and contract liabilities,

other current liabilities are carried at historical cost.

As of March 31, 2025 and December 31, 2024, the carrying amounts of these instruments

approximated their fair values because of the short-term nature of these instruments.

Company expenses advertising costs as they incurred.

Total advertising expenses were $ 453,976 and $ 324,570 for the nine

months ended September 30, 2024 and 2023, respectively, and have been included as part of general and administrative expenses.

Total advertising expenses were $ 212,070 and $ 143,915 for the three months

ended March 31, 2025 and 2024, respectively, and have been included as part of general and administrative expenses.

and Development

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achieved as defined under the applicable agreement.

Company incurred research and development expenses of $ 336,719 and $ 0 for the nine months ended September 30, 2024 and

Company incurred research and development expenses of $ 99,364 and $ 119,009 for the three months ended March 31, 2025 and 2024,

respectively, and have been included as part of contract labor.

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over the related service period.

As of September 30, 2024 and December 31, 2023, total contract liabilities were $ 610 and $ 3,445 respectively.

As of March 31, 2025 and December 31, 2024, total contract liabilities were $ 667 and $ 369 respectively.

Contract liabilities are expected to be recognized as revenue over a period not to exceed twelve (12) months.

in contract liabilities for the nine months ended September 30, 2024 are as follows:

September 30,

Balance, December 31, 2023

Deferral of revenue

Recognition of revenue

Balance, September 30, 2024

in contract liabilities for the three months ended March 31, 2025, are as follows:

Per Share of Common Stock

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numerator and denominator of the basic earnings per share computation.

In the accompanying interim 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.

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.

the three months ended September 30, 2024, warrants representing 105,490 shares of common stock equivalents were excluded from

the computation from diluted net loss per share as the result was anti-dilutive.

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.

The Company accounts for warrants and options using the treasury

stock method.

of March 31, 2025, warrants representing 105,490 shares of common stock equivalents were excluded from the computation from

diluted net loss per share as the result was anti-dilutive.

Company follows ASC 850, “Related Party Disclosures” , for the identification of related parties and

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There were no related party transactions except management fees.

During the nine

months ended September 30, 2024 and 2023, the Company paid management fees to their controlling members totaling $ 2,513,562 and $ 2,275,878 ,

During the three

months ended March 31, 2025 and 2024, the Company paid management fees to their controlling members totaling $ 735,131 and $ 862,567 ,

respectively.

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.

As of March 31, 2025 and December 31, 2024,

the Company did not have any commitments and contingencies.

Company operates as one operating segment.

The Company's chief operating decision maker ("CODM") is its chief executive

officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial

The CODM uses operating margin and net income to assess financial performance and allocate resources.

These financial metrics

are used by the CODM to make key operating decisions, such as the determination of the rate at which the Company seeks to grow operating

margin, the allocation of budget between operating expenses and the management and forecasting of cash to ensure enough capital is available.

Accordingly, we determined we

operate in a single reporting segment.

CEO assesses performance and decides how to allocate resources primarily based on net income, which is reported on our Statements of

Total assets on the Balance Sheets represent our segment assets.

Accounting Pronouncements

November 2024, the FASB issued ASU 2024-03 final standard on Income Statement:

Disaggregation of Income Statement Expenses, which requires

disaggregated disclosure of income statement expenses for public business entities.

The ASU does not change the expense captions an entity

presents on the face of the income statement;

rather, it requires disaggregation of certain expense captions into specified categories

in disclosures within the footnotes to the financial statements.

This guidance will be effective for us on January 1, 2027.

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 interim financial statements.

have a material impact on its financial statements.

Property and Equipment

and equipment consisted of the following:

September 30,

Office equipment

Accumulated depreciation

the nine months ended September 30, 2024 and 2023, the Company recorded depreciation of $ 3,614 and $ 223 , respectively.

the three months ended March 31, 2025 and 2024, the Company recorded depreciation of $ 678 and $ 1,068 , respectively.

Intangible Assets

assets consist of the following:

September 30,

Purchased software

intangible asset is an indefinite life asset and not subject to amortization.

It is subject to impairment testing.

There is no impairment

of the intangible asset as of the interim financial statement date.

of literary work entitled

November 10, 2023, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”).

Under the Asset

Purchase Agreement, the Company agreed to purchase all of the right, title, and interest in and to substantially all of the assets and

properties 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

(“Purchase software”).

The Company determined the asset has indefinite useful life.

June 21, 2024, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”).

Under the Asset Purchase

Agreement, the Company agreed to purchase all of the right, title, and interest in and to substantially all of the assets and properties

owned by the Seller and used in connection with its business of Discord development, social media, online community management, marketing,

and analytics for the payment of $ 200,000 in cash and the issuance of 25,000 shares of Class B Common Stock valued at

$ 9,500 (“Discord server”).

The Company determined the asset has indefinite useful life.

November 15, 2024, the Company entered into an asset purchase agreement.

Under this agreement, the Company agreed to purchase all of the

right, title, and interest in and to the assets, properties and rights owned by the Seller and used in connection with its business of

Discord development, social media, online community management, marketing, and analytics for the payment of $ 40,000 in cash (“Discord

The Company determined the asset has indefinite useful life.

On November 25, 2024, the Company entered into

an Purchase Agreement (the "Agreement") with Jeff Blue ("Owner") regarding the literary work entitled "One Step

From Xero to #1:

Becoming Linkin Park" (the "Work").

Under the terms of the Agreement, the Company has acquired

a 50 % ownership interest in the film, TV, streaming, and other media adaptation rights to the Work.

The Agreement stipulates several

conditions precedent, including approval of the chain-of-title to the Work by the Company, and receipt of necessary tax forms and other

documents for payment processing.

In consideration of the rights granted, the Company paid $ 160,000 (“Right of literary work

The Company determined the asset has indefinite useful life.

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”).

June 27, 2024, the Company filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes with the Secretary

of State of the State of Nevada authorizing a 1-for-5 reverse stock split of the Company’s issued and outstanding shares of class

A common stock and class B common stock.

As a result of the Reverse Stock Split, the Company will be authorized to issue 40,000,000 shares

of common stock, consisting of 2,000,000 shares of Class A Common Stock and 38,000,000 shares of Class B Common Stock.

Company has authorized to issue 40,000,000 shares of common stock, consisting of 2,000,000 shares of Class A Common

Stock and 38,000,000 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

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Dividends will be payable upon conversion of the Series A Preferred Stock or upon any redemption.

of Series A Preferred Stock will be entitled to convert shares of Series A Preferred Stock into a number of shares of Class B Common

Stock determined by dividing the Stated Value (plus any accrued but unpaid dividends and other amounts due, unless paid by the Company

in cash) by the conversion price of the Series A Preferred Stock (the “Conversion Price”).

The initial Conversion Price is

$ 0.75 , subject to adjustment including adjustments due to full-ratchet anti-dilution provisions.

Holders may elect to convert shares

of Series A Preferred Stock to Class B Common Stock at an alternate Conversion Price equal to 85 % (or 70 % if the Company’s

Class B Common Stock is suspended from trading on or delisted from a principal trading market or upon occurrence of a Triggering Event)

of the average lowest daily volume weighed average price of the Class B Common Stock during the Alternate Conversion Measuring Period

(as defined in the Certificate of Designation).

September 4, 2024, the Company, filed an amendment (the “Second Amended Designation”) to the Certificate of Designation of

Series A Convertible Preferred Stock of the Company (as amended, the “Certificate of Designation”), which amended the original

Certificate of Designation, as amended by the Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset

Entities Inc.

filed with the Secretary of State of the State of Nevada on June 14, 2024, by providing that amendments may be made to

the beneficial ownership limitation provisions of the Certificate of Designation.

The Second Amended Designation became effective immediately

after the filing of the Second Amended Designation, the Company filed an amendment (the “Third Amended Designation”) to the

Certificate of Designation to amend the conversion and beneficial ownership limitation provisions of the Certificate of Designation.

The conversion provisions were amended to provide that a holder of Series A Convertible Preferred Stock, $ 0.0001 par value per share

(the “Series A Preferred Stock”), is not prohibited from delivering a Conversion Notice (as defined by the Certificate of

Designation) while another Conversion Notice remains outstanding.

The beneficial ownership provisions were amended to provide that any

conversion of shares of Series A Preferred Stock that would result in the holder beneficially owning in excess of 4.99 % of the shares

of Class B Common Stock, $ 0.0001 par value per share (“Class B Common Stock”), will not be effected, and the shares of Class

B Common Stock that would cause such excess will be held in abeyance and not issued to the holder until the date the Company is notified

by the holder that its ownership is less than 4.99 %, at the applicable Conversion Price (as defined by the Certificate of Designation),

and subject to the holder’s compliance with other applicable procedural requirements for conversion.

The Third Amended Designation

became effective immediately upon filing.

Purchase Agreement

A Convertible Preferred Stock

May 24, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an investor (the “Investor”)

for the issuance and sale of up to 330 shares of the Company’s newly designated Series A Convertible Preferred Stock,

$ 0.0001 par value per share (“Series A Preferred Stock”), for maximum gross proceeds of $ 3,000,000 .

Pursuant to the

Purchase Agreement, the Company is required to issue and sell 165 shares of Series A Preferred Stock at each of two closings

subject to the satisfaction of the terms and conditions for each closing.

The first closing (the “First Closing”) occurred

on May 24, 2024 for the issuance and sale of 165 shares of Series A Preferred Stock for gross proceeds of $ 1,500,000 .

closing (the “Second Closing”), for the issuance and sale of 165 shares of Series A Preferred Stock for gross proceeds

of $ 1,500,000 , will occur on the first business day on which the conditions specified in the Purchase Agreement for the Second Closing

are satisfied or waived, including the filing and effectiveness of the Registration Statement and the effectiveness of the Stockholder

In addition, the Company issued a warrant to Boustead for the purchase of 30,800 shares of Class B Common Stock with

an exercise price of $ 3.75 per share.

The warrant is exercisable for a period of five years and contains cashless

exercise provisions.

The Company received $ 1,345,000 , net of offering cost of $ 155,000 .

Second Closing, for the issuance and sale of 165 shares of Series A Preferred Stock for gross proceeds of $ 1,500,000 , occurred

on July 29, 2024, which was the first business day on which the conditions specified in the Purchase Agreement for the Second Closing

were satisfied or waived.

The Company received $ 1,302,500 , net of offering cost of $ 197,500 .

the date of the Second Closing, the Company was required to issue a warrant to Boustead Securities, LLC for the purchase of 30,800 shares

of Class B Common Stock, equal to 7 % of the number of shares of Class B Common Stock that may be issued upon conversion of the shares

of Series A Preferred Stock sold at the Second Closing at the initial Conversion Price of $ 3.75 per share, subject to the Exchange

Limitation before the effectiveness of the Stockholder Approval (the “Fourth Tail Warrant”).

The Fourth Tail Warrant has

an exercise price of $ 3.75 per share.

July 30, 2024, Boustead’s rights to the Fourth Tail Warrant were assigned to an assignee.

The Fourth Tail Warrant was consequently

cancelled and a new warrant was issued to the assignee.

the nine months ended September 30, 2024, the Company issued 330 shares of Series A Convertible Preferred Stock for $ 2,647,500 , net of

the nine months ended September 30, 2024, 49 shares of Series A Convertible Preferred Stock valued at $ 497,766 including divided of $ 7,766

into 412,947 shares of Class B Stock.

Company had 281 shares of Series A Convertible Preferred Stock issued and outstanding as of September 30, 2024.

September 20, 2024, the Company entered into a Waiver and Consent, dated as of September 20, 2024 (the “Ionic ATM Waiver”),

between the Company and Ionic Ventures, LLC (“Ionic”), the sole holder of the Company’s Series A Convertible Preferred

Stock, $ 0.0001 par value per share (“Series A Preferred Stock”).

Pursuant to the Waiver and Consent, Ionic waived any prohibition,

restriction or adverse adjustment that would otherwise apply to any action of the Company relating to an “at the market offering”

(as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”)), of equity securities

of up to $ 5 million (“Waived ATM”) under the Securities Purchase Agreement, dated as of May 24, 2024, between the Company

Pursuant to the Ionic ATM Waiver, regardless of the terms and conditions of the Ionic Purchase Agreement and the Series A

Certificate of Designation, the Company may at any time enter into any agreement relating to a Waived ATM, the filing of a prospectus

supplement to a prospectus contained in an effective registration statement that was filed under the Securities Act relating to a Waived

ATM, the announcement of a Waived ATM, the issuance, offer, sale, or grant of any shares of the Company’s Class B Common Stock,

$ 0.0001 par value per share (“Class B Common Stock”), relating to a Waived ATM, or the issuance, offer, sale, or grant of

any securities in connection with either the provision of goods or services or settlement of any obligations that may otherwise arise

with respect to a Waived ATM.

In addition, pursuant to the Ionic ATM Waiver, Ionic waived any adjustment to the applicable Conversion

Price (as defined in the Series A Certificate of Designation), which partly determines the number of shares of Class B Common Stock issuable

upon conversion of a share of Series A Preferred Stock, that would otherwise occur as a result of any Waived ATM under the terms of the

Series A Certificate of Designation.

September 26, 2024, the Company entered into a Limited Waiver and Consent, dated as of September 26, 2024 (the “Boustead ATM

Waiver”), between the Company and Boustead Securities, LLC.

Pursuant to the Boustead ATM Waiver, Boustead waived any condition

on, restriction on, compensation rights, or rights of first refusal that would be applicable under the letter agreement, dated November

29, 2021, between the Company and Boustead (the “Boustead Engagement Letter”) and the Underwriting Agreement, dated as of

February 2, 2023, between the Company and Boustead (as representative of the underwriters named therein) in relation to an “at

the market offering” (as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”))

of equity securities of up to $ 5 million (a “Boustead Waived ATM”).

Pursuant to the Boustead ATM Waiver, the Company may

at any time enter into any agreement relating to a Boustead Waived ATM, the filing of a prospectus supplement to a prospectus contained

in an effective registration statement that was filed under the Securities Act relating to a Boustead Waived ATM, the announcement of

a Boustead Waived ATM, the issuance, offer, sale, or grant of any shares of the Class B Common Stock relating to a Boustead Waived ATM,

or the issuance, offer, sale, or grant of any securities in connection with either the provision of goods or services or settlement of

any obligations that may otherwise arise with respect to a Boustead Waived ATM.

As consideration, the Boustead ATM Waiver provides that

the Company will promptly pay Boustead 3.0 % of the gross sales price of all shares of Class B Common Stock sold in connection with any

Boustead Waived ATM until the end of the applicability of the provisions of the right of first refusal provisions of the Boustead Engagement

Holders of Series A Preferred Stock will be entitled

to convert shares of Series A Preferred Stock into a number of shares of Class B Common Stock determined by dividing the Stated Value

(plus any accrued but unpaid dividends and other amounts due, unless paid by the Company in cash) by the conversion price of the Series

A Preferred Stock (the “Conversion Price”).

The initial Conversion Price is $ 3.75 , subject to adjustment including adjustments

due to full-ratchet anti-dilution provisions.

Holders may elect to convert shares of Series A Preferred Stock to Class B Common Stock

at an alternate Conversion Price equal to 85 % (or 70 % if the Company’s Class B Common Stock is suspended from trading

on or delisted from a principal trading market or upon occurrence of a Triggering Event) of the average lowest daily volume weighed average

price of the Class B Common Stock during the Alternate Conversion Measuring Period (as defined in the Certificate of Designation).

January 22, 2025, the Company filed an amendment (the “Fourth Amended Designation”) to the Certificate of Designation of

Series A Convertible Preferred Stock of the Company filed with the Secretary of State of the State of Nevada on May 24, 2024, as amended

by the Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc.

filed with the Secretary

of State of the State of Nevada on June 14, 2024, as amended by the Certificate of Amendment to Designation of Series A Convertible Preferred

Stock of Asset Entities Inc.

filed with the Secretary of State of the State of Nevada on September 4, 2024, as amended by the Certificate

of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc.

filed with the Secretary of State of the State

of Nevada on September 4, 2024 (as amended, the “Certificate of Designation”).

The Fourth Amended Designation amended the

Certificate of Designation to provide that the term “Floor Price” will be defined as $ 0.18 , subject to adjustments for any

stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions.

The Fourth Amended Designation became

effective immediately upon filing.

the three months ended March 31, 2025, 100 shares of Series A Convertible Preferred Stock valued at $ 1,035,195 including dividend

of $ 35,195 converted into 2,539,109 shares of Class B Stock.

During the three months ended March 31, 2025, 380,227 shares

of Class B Common stock were issued and 2,158,882 shares were not yet issued at March 31, 2025.

Company had 0 and 100 shares of Series A Convertible Preferred Stock issued and outstanding as of March 31, 2025 and December

31, 2024, respectively.

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 1,951,200 shares of

Class A Common Stock of the Company.

The Company has reflected this conversion for all periods presented.

Company had 1,250,000 and 1,677,056 shares of Class A Common Stock issued and outstanding as of September 30, 2024

and December 31, 2023, respectively.

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.

Company had 1,000,000 shares of Class A Common Stock issued and outstanding as of March 31, 2025 and December 31, 2024.

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.

Company had 2,225,889 and 1,207,827 shares of Class B Common Stock issued as of September 30, 2024 and December 31,

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.

Company had 13,413,162 and 9,060,965 shares of Class B Common Stock issued and outstanding as of March 31, 2025 and December

31, 2024, respectively.

months ended September 30, 2024

the nine months ended September 30, 2024, the Company issued Class B common stock as follows:

● 427,056 shares of Class A common stock were converted into 427,056 shares of Class B common stock.

● 124,318 shares of Class B common stock for cash of $ 194,434 net (Triton Purchase agreement).

● 51,800 shares of Class B common stock for restricted stock awards valued at $ 95,342 .

● 5,000 shares of Class B common stock for purchase of intangible asset valued at $ 9,500 .

● 368,947 shares of Class B common stock for conversion of Series A Convertible Preferred stock.

44,000 shares were not yet issued at September 30, 2024.

● 30,067 shares of Class B common stock for cancellation

● 71,008 shares of Class B common stock for reverse stock split adjustment valued.

the year ended December 31, 2023, the Company repurchased 50,000 shares of Class B Common stock at $ 176,876 and recorded

as treasury stock as of September 30, 2024 and December 31, 2023.

Purchase Agreement

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 Closing Agreement, of $ 1,000,000 .

August 1, 2023, the Company and Triton entered into an Amended and Restated Closing Agreement (the “Amended and Restated Closing

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 April 30, 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.

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.

March 27, 2024, the Company delivered a Closing Notice to Triton (the “Second Closing Notice”) for the purchase of 124,318 shares

of the Company’s Class B Common Stock to Triton Funds LP, a Delaware limited partnership (“Triton”).

The price of the

shares was required to be 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 shares (the “Triton Closing”), and the Triton Closing was required to occur within five business days after

the date that the Triton Shares were received by Triton, in accordance with the Amended and Restated Closing Agreement, dated as of August

1, 2023, between the Company and Triton, as amended by the Amendment to Amended and Restated Closing Agreement, dated as of September

27, 2023, between the Company and Triton, the Second Amendment to Amended and Restated Closing Agreement, dated as of December 30, 2023,

between the Company and Triton, and the Third Amendment to Amended and Restated Closing Agreement, dated as of March 29, 2024, between

the Company and Triton (as amended, the “Amended and Restated Closing Agreement”).

On April 10, 2024, the date of the Triton

Closing, the price of the Triton Shares was determined to be $ 1.70 per share based on the lowest daily volume-weighted average price

of the Class B Common Stock during the five business days prior to the Triton Closing.

connection with the Triton Closing, pursuant to the Boustead Engagement Letter and the Underwriting Agreement, the Company paid Boustead,

as placement agent compensation, a total of $ 16,907 , equal to 7 % of the aggregate purchase price and a non-accountable expense allowance

equal to 1 % of the aggregate purchase price for the Triton Shares.

In addition, the Company issued a warrant to Boustead for the

purchase of 8,702 shares of Class B Common Stock, equal to 7 % of the number of the Triton Shares, with an exercise price

of $ 1.70 per share, equal to the purchase price per share of the Triton Shares (the “Tail Warrant”).

The Tail Warrant

is exercisable for a period of five years and contains cashless exercise provisions.

the three months ended March 31, 2025, the Company issued 4,352,197 shares of Class B common stock as follows:

● 2,833,543 shares issued for cash pursuant to sales agreement

● 1,518,654 shares issued, including 1,138,427 shares that relate to conversion of Series A

Convertible Preferred Stock in 2024.

agreement of Class B Common Stock

4 unchanged sentences

in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), issue and sell through or to the Sales Agent,

up to a maximum aggregate amount of $ 1,791,704 of shares of the Company’s Class B Common Stock, $ 0.0001 par value per share (the

Company will pay the Sales Agent a cash commission of 3.0 % of the gross sales price of the Shares sold by the Sales Agent pursuant to

the Sales Agreement.

up to a maximum aggregate amount of $ 1,791,704 of shares of the Company’s Class B Common Stock, $ 0.0001 par value per

share (the “Shares”).

Company will pay the Sales Agent a cash commission of 3.0 % of the gross sales price of the Shares sold by the Sales Agent pursuant

to the Sales Agreement.

Pursuant to the terms of the Sales Agreement, the Company also agreed to reimburse the Sales Agent for reasonable

fees and expenses, not to exceed $ 60,000 (including but not limited to the reasonable and documented fees and disbursements of its legal

counsel), and additional amounts for annual maintenance of the Sales Agreement (including but not limited to the reasonable and documented

fees and disbursements of its legal counsel) on a quarterly basis, not to exceed $ 5,000 per quarter.

fees and expenses, not to exceed $ 60,000 (including but not limited to the reasonable and documented fees and disbursements of its

legal counsel), and additional amounts for annual maintenance of the Sales Agreement (including but not limited to the reasonable and

documented fees and disbursements of its legal counsel) on a quarterly basis, not to exceed $ 5,000 per quarter.

Equity Incentive Plan

10 unchanged sentences

compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital.

months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense of $ 910,583 and $ 904,241 , respectively.

As of September 30, 2024, 204,766 RSA shares have vested.

of September 30, 2024, there was $ 1,302,748 of unrecognized stock-based compensation expense related to unvested RSUs, which is

expected to be recognized over a weighted-average period of 1.39 years.

summary of activity during the nine months ended September 30, 2024, follows:

For the three

months ended March 31, 2025 and 2024, the Company recorded stock-based compensation expense of $ 252,522 and $ 326,871 , respectively.

As of March 31, 2025, 400,954 RSA shares have vested, respectively.

of March 31, 2025, there was $ 814,878 of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to

be recognized over a weighted-average period of 0.84 years.

summary of activity during the three months ended March 31, 2025, follows:

Number of Weighted Average Weighted Average

2 unchanged sentences

Granted - - -

Outstanding, September 30, 2024 105,490 $ 11.71 4.17

the outstanding warrants are exercisable as of September 30, 2024.

The intrinsic value of the warrants as of September 30, 2024, is $ 0 .

Expired - - -

Exercised - - -

Outstanding, March 31, 2025 105,490 $ 11.71 3.67

of the outstanding warrants are exercisable as of March 31, 2025.

The intrinsic value of the warrants as of March 31, 2025, is $ 0 .

Subsequent Events

evaluated all events from the date of the balance sheet, which was September 30, 2024 through November 14, 2024 which was the date these

financial statements were available to be issue.

Based on our evaluation no material events have occurred that require disclosure.

evaluated all events from the date of the balance sheet through the date these financial statements were available to be issued.

on our evaluation no material events have occurred that require disclosure other than below.

Agreement and Plan

On May 6, 2025, the “Company

entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alpha Merger Sub, LLC, an Ohio limited liability

company and wholly-owned subsidiary of the Company (“Merger Sub”), Strive Enterprises, Inc., an Ohio corporation (“Strive”),

and Strive Asset Management, LLC, an Ohio limited liability company and a wholly owned subsidiary of Strive (“Asset Management”),

pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge

with and into Asset Management (the “Merger”), with Asset Management continuing as a wholly owned subsidiary of the Company

and the surviving company of the Merger.

The board of directors

of the Company unanimously adopted and approved the Merger Agreement and the transactions contemplated thereby, and, subject to the terms

and conditions of the Merger Agreement, resolved to recommend that the Company’s stockholders approve the Merger Agreement and the

transactions contemplated thereby.

Subject to the terms

and conditions of the Merger Agreement, at the effective time of the Merger, each then-outstanding unit or membership interest of Asset

Management will be converted into the right to receive a number of shares of the Company Consideration Stock equal to the Exchange Ratio

(the “Merger Consideration”).

The “Company Consideration Stock” shall be the current Class A Common Stock, redesignated

as class B common stock, $ 0.0001 par value per share, of the Company (the “New Class B Common Stock”), pursuant to amended

and restated articles of incorporation of the Company to be adopted and approved in accordance with the Merger Agreement (the “A&R

Articles of Incorporation”).

The “Exchange Ratio” shall be calculated so that Strive shall receive, in respect of such

units or membership interests of Asset Management, a number (rounded up to the nearest whole number) of shares of Company Consideration

Stock equal to the aggregate number of shares of Company Consideration Stock that would need to be issued to Strive to result in Strive

holding 94.2 % of the then outstanding common stock of the Company after giving effect to the Merger on a fully-diluted basis (subject

to certain adjustments).

The closing of the Merger

(the “Merger Closing”) is subject to the satisfaction or, to the extent permitted by law, the waiver of certain conditions

including, among other things, (i) the required approvals by the Company’s and Strive’s stockholders, (ii) the Company’s

current holders of shares of Class A Common Stock having converted all shares of Class A Common Stock into current Class B Common Stock,

(iii) the effectiveness of the A&R Articles of Incorporation, (iv) the Form S-4 (as defined below) having become effective in accordance

with the provisions of the Securities Act, and not being subject to any stop order or proceeding seeking a stop order or having been withdrawn,

(v) no law or order preventing the Merger and the other transactions contemplated by the Merger Agreement (or, with respect to Strive’s

obligations to consummate the Merger Closing, imposing a Burdensome Condition (as defined in the Merger Agreement)), (vi) the approval

for listing on The Nasdaq Stock Market LLC (“Nasdaq”) of the class A common stock, $ 0.0001 par value per share, of the Company

(the “New Class A Common Stock”), which is the current Class B Common Stock redesignated pursuant to the A&R Articles

of Incorporation, (vii) the Pre-Closing Reorganization (as defined in the Merger Agreement) having been consummated, (viii) Strive having

received a tax opinion that the transfer (or deemed transfer) of assets from Strive to the Company in exchange for Company stock (and

the deemed assumption of liabilities) pursuant to the Merger will qualify as a transaction described in Section 351(a) of the Internal

Revenue Code, (ix) no share of Company capital stock being entitled to dissenters’ rights, and (x) other customary closing conditions.

The Merger Agreement

contains representations, warranties and covenants made by the Company and Strive, including covenants relating to obtaining the requisite

approvals of the stockholders of the Company and Strive, indemnification of directors and officers, and the Company’s and Strive’s

conduct of their respective businesses between the date of signing the Merger Agreement and the date of the Merger Closing.

In connection with the

Merger, the Company will prepare and file with the SEC a registration statement on Form S-4 registering the New Class A Common Stock to

be issued to the Company’s stockholders in the Merger (the “Form S-4”), and a proxy statement with respect to the meeting

of the Company’s stockholders.

The Merger Agreement

contains certain termination rights, including, among others, (i) the mutual written consent of the parties, (ii) the right of either

the Company or Strive to terminate the Merger Agreement if the Merger shall not have been consummated by November 6, 2025 (the “End

Date”), (iii) the right of either the Company or Strive to terminate the Merger Agreement if any applicable law is adopted or a

court of competent jurisdiction or other governmental authority issues an order, decree or ruling prohibiting, rendering illegal or permanently

enjoining the Merger and the other transactions contemplated by the Merger Agreement and, in the case of an order, decree or ruling, such

order, decree or ruling shall have become final and nonappealable, (iv) the right of either the Company or Strive to terminate the Merger

Agreement if approval of the Company’s stockholders is not obtained at the Company stockholder meeting, (v) the right of either

the Company or Strive to terminate the Merger Agreement if, at the time of the approval of the Company’s stockholders, approval

of Strive’s stockholders has not been obtained, (vi) the right of Strive to terminate the Merger Agreement, at any time prior to

Strive obtaining stockholder approval, if Strive’s board authorizes it to, and Strive does, enter into a definitive written agreement

providing for a Parent Superior Proposal (as defined in the Merger Agreement) (a “Parent Superior Proposal Termination”),

(vii) the right of Strive to terminate the Merger Agreement, at any time prior to the Company obtaining stockholder approval, upon the

occurrence of a Company Adverse Recommendation Change (as defined in the Merger Agreement), (viii) the right of the Company to terminate

the Merger Agreement, at any time prior to the Company obtaining stockholder approval, if the Company’s board authorizes it to,

and the Company does, enter into a definitive written agreement providing for a Company Superior Proposal (as defined in the Merger Agreement)

(a “Company Superior Proposal Termination”), (ix) the right of the Company to terminate the Merger Agreement, at any time

prior to Strive obtaining stockholder approval, upon the occurrence of a Parent Adverse Recommendation Change (as defined in the Merger

Agreement), and (x) the right of either the Company or Strive to terminate the Merger Agreement due to a breach by the other party of

any of its representations, warranties or covenants which would result in the closing conditions not being satisfied, subject to certain

The Merger Agreement further provides that, upon termination of the Merger Agreement under certain circumstances, (i) the

Company may be obligated to pay Strive a termination fee of $ 10 million, including (a) upon termination by the Company pursuant to a Company

Superior Proposal Termination, (b) upon termination by Strive pursuant to a Company Adverse Recommendation Change, and (c) prior to Company

stockholder approval being obtained, the Merger Agreement is terminated for certain reasons by either Strive or the Company if a Company

Acquisition Proposal (as defined in the Merger Agreement) shall have been publicly announced or otherwise been communicated to the Company’s

board after the date of the Merger Agreement and prior to the Company stockholder meeting or the date of termination, as applicable, and

within 12 months after such termination the Company enters into a definitive agreement with respect to, or consummates, a Company Acquisition

Proposal, and (ii) Strive may be obligated to pay the Company a termination fee of $ 10 million, including (a) upon termination by Strive

if pursuant to a Parent Superior Proposal Termination, (b) upon termination by the Company pursuant to a Parent Adverse Recommendation

Change, and (c) prior to Strive stockholder approval being obtained, the Merger Agreement is terminated for certain reasons by either

Strive or the Company if a Parent Alternative Proposal (as defined in the Merger Agreement) shall have been publicly announced or otherwise

been communicated to Strive’s board after the date of the Merger Agreement and prior to the Company stockholder meeting or the date

of termination, as applicable, and within 12 months after such termination Strive enters into a definitive agreement with respect to,

or consummates, a Parent Alternative Proposal.

The foregoing description

of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by the terms and conditions of

the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

The Merger Agreement

contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or

other specific dates.

The assertions embodied in those representations, warranties and covenants were made for purposes of the contract

among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating

such agreement.

The Merger Agreement has been filed to provide investors with information regarding its terms.

It is not intended to provide

any other factual information about the Company, Strive or any other party to the Merger Agreement.

In particular, the representations,

warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of

specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting

parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties

to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the

contracting parties that differ from those applicable to investors and reports and documents filed with the SEC.

Investors should not

rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state

of facts or condition of any party to the Merger Agreement.

In addition, the representations, warranties, covenants and agreements and

other terms of the Merger Agreement may be subject to subsequent waiver or modification.

Moreover, information concerning the subject

matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent information

may or may not be fully reflected in the Company’s public disclosures.

Voting and Support

In connection with the Merger Agreement, on May

6, 2025, Strive and certain stockholders of the Company entered into a Voting and Support Agreement (the “Support Agreement”),

pursuant to which, among other things, each such stockholder has agreed, on the terms and subject to the conditions set forth therein,

(i) to vote all of their respective voting shares in the Company, collectively constituting approximately 42.7 % of the total voting power

of the outstanding shares of the Company’s common stock as of the date of the Merger Agreement, in favor of the approval of the

Merger Agreement and other transactions contemplated by the Merger Agreement), (ii) to convert their Class A Common Stock into Class B

Common Stock (which will be redesignated as New Class A Common Stock), in exchange for a payment of $ 2.5 million from the Company and

(iii) certain other matters in connection with the Merger as contemplated thereby.

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 1. Financial Statements