What changed in this filing

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Item 1. Financial Statements

2025-08-05 compared with 2025-05-15 · 499 added, 502 removed, 99 unchanged (91% of the section changed)

FINANCIAL STATEMENTS.

ENTITIES INC.

FINANCIAL STATEMENTS

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

ASSET ENTITIES INC.

UNAUDITED FINANCIAL STATEMENTS

Balance Sheets as of June 30, 2025 (unaudited) and

December 31, 2024

Statements of Operations

2 unchanged sentences

Notes to Financial Statements

ENTITIES INC.

and cash equivalents

ASSET ENTITIES INC.

Balance Sheets

Current Assets

and equipment, net

Cash and cash equivalents

Prepaid expenses

Total Current Assets

Non-Current Assets

AND STOCKHOLDERS’ EQUITY

payable and accrued liability

Property and equipment, net

Intangible asset

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

and contingencies

Accounts payable and accrued liabilities

Contract liabilities

Total Current Liabilities

TOTAL LIABILITIES

Commitments and contingencies

Stockholders’ Equity

9 unchanged sentences

$ 0.0001 par value, 38,000,000 authorized 15,624,395 and 9,060,965 shares issued, respectively

paid in capital

Additional paid in capital

Accumulated deficit

( 16,330,381 )

( 12,006,357 )

STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

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

ENTITIES INC.

of Operations

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of these unaudited

condensed financial statements.

ASSET ENTITIES INC.

Statements of Operations

Three Months Ended

Six months ended

Operating expenses

6 unchanged sentences

( 1,726,537 )

( 4,349,406 )

( 3,113,441 )

Other income (expense)

5 unchanged sentences

( 1,726,537 )

Income taxes expense

( 4,288,829 )

( 3,113,441 )

Income taxes credit

$ ( 2,664,611 )

$ ( 1,726,537 )

$ ( 4,288,829 )

$ ( 3,113,441 )

Dividend on Series A Preferred Stock

2 unchanged sentences

$ ( 1,726,537 )

$ ( 4,324,024 )

$ ( 3,113,441 )

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.

of Stockholders’ Equity

the three months ended March 31, 2025 and 2024

A Convertible

The accompanying notes are an integral part

of these unaudited condensed financial statements.

ASSET ENTITIES INC.

Statement of Stockholders’ Equity

For the six months ended June 30, 2025 and 2024

Series A Convertible

Preferred Stock

- December 31, 2024

Balance - December 31, 2024

$ ( 12,006,357 )

from Series A Convertible Preferred stock to Class B common stock

B common stock for cash

based compensation

declared - Series A Convertible Preferred stock

Conversion from Series A Convertible Preferred stock to Class B common stock

Class B common stock for cash

Stock based compensation

Dividend declared - Series A Convertible Preferred stock

( 1,624,218 )

- March 31, 2025

Balance - March 31, 2025

$ ( 13,665,770 )

- December 31, 2023

Conversion from Series A Convertible Preferred stock to Class B common stock

Class B Common stock issued for cashless exercise of warrants

Stock based compensation

( 2,664,611 )

from Class A to Class B common stock

Based Compensation

Balance - June 30, 2025

$ ( 16,330,381 )

ASSET ENTITIES INC.

Statement of Stockholders’ Equity

For the six months ended June 30, 2025 and 2024

Series A Convertible

Preferred Stock

Balance - December 31, 2023

$ ( 176,876 )

- March 31, 2024

$ ( 5,558,315 )

Conversion from Class A to Class B common stock

Stock Based Compensation

( 1,386,904 )

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

ENTITIES INC.

Statements of Cash Flows

FLOWS FROM OPERATING ACTIVITIES

( 1,386,904 )

Balance - March 31, 2024

$ ( 176,876 )

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

$ ( 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 asset

( 1,726,537 )

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

( 1,726,537 )

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.

ENTITIES INC.

TO CONDENSED FINANCIAL STATEMENTS

of and for the three months ended March 31, 2025

Organization, Description of Business and Liquidity

Entities Inc.

(“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 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,

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.

Balance - June 30, 2024

$ ( 176,876 )

$ ( 8,671,756 )

The accompanying notes are an integral part

of these unaudited condensed financial statements.

ASSET ENTITIES INC.

Condensed Statements of Cash Flows

Six months ended

CASH FLOWS FROM OPERATING ACTIVITIES

$ ( 4,288,829 )

$ ( 3,113,441 )

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 liabilities

Contract liabilities

Net cash used in operating activities

( 3,261,053 )

( 2,322,108 )

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

Proceeds from Class B common stock issued, net

Net cash provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes

Cash paid for interest

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

The accompanying notes are an integral part

of these unaudited condensed financial statements.

ASSET ENTITIES INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

As of and for the six months ended June 30,

Organization, Description of Business

and Liquidity

Asset Entities Inc.

(“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 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.

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 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.

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 accompanying financial statements have been

1 unchanged sentence

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.

The Company has an accumulated deficit of $ 16,330,381 at June 30, 2025 and a net

loss of $ 4,288,829 , during the six months ended June 30, 2025.

The 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.

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 financial statements.

Summary of Significant Accounting Policies

of Presentation

Company prepares its financial statements in accordance with rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”)

and generally accepted accounting principles in the United States of America (“GAAP”).

The accompanying interim financial

statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

In the Company’s

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

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

While management

of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should

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 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

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 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 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

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.

Basis of Presentation

The Company prepares its financial statements

in accordance with rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”) and generally accepted accounting

principles in the United States of America (“GAAP”).

The accompanying interim financial statements have been prepared in accordance

with GAAP for interim financial information in accordance with Article 8 of Regulation S-X.

Accordingly, they do not include all of the

information and footnotes required by GAAP for complete financial statements.

In the Company’s opinion, all adjustments (consisting

of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for the six months ended

June 30, 2025 are not necessarily indicative of the results for the full year.

While management of the Company believes that the disclosures

presented herein are adequate and not misleading, these interim financial statements should 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 March 31,

Use of Estimates

The 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

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 cash equivalents of $ 2.3 million

and $ 1.7 million, respectively, as of June 30, 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.

The amount in excess of the FDIC

insurance as of June 30, 2025, was approximately $ 2.0 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.

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 June 30, 2025.

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

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

360, “Property, Plant and Equipment”

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.

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

assets acquired are recorded at fair value.

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

If the carrying value exceeds the fair value, we recognize an impairment in an amount equal to the excess, not to

exceed the carrying value.

Management uses considerable judgment to determine key assumptions, including projected revenue, royalty

rates and appropriate discount rates.

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 .

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

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 stage.

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.

of Long-lived Assets Other Than Goodwill

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.

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 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, 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 $ 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

and development costs are charged to expense as incurred.

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.

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.

If the carrying value exceeds the fair value, we recognize an impairment

in an amount equal to the excess, not to exceed the carrying value.

Management uses considerable judgment to determine key

assumptions, including projected revenue, royalty rates and appropriate discount rates.

During the six months ended June 30,

2025 and 2024, there were no intangible asset impairment

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

We capitalize costs to develop or purchase computer software for internal use which are incurred during the application development

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 stage.

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

● 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.

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.

As of June 30, 2025 and December 31, 2024, the carrying amounts of these instruments approximated their fair values because

of the short-term nature of these instruments.

Advertising Expenses

The Company expenses advertising costs as they

Total advertising expenses were $ 412,445 and $ 284,886 for the six months ended June 30, 2025 and 2024, respectively,

and have been included as part of general and administrative expenses.

Research and Development

Research and development costs are charged to

expense as incurred.

Accordingly, internal research and development costs are expensed as incurred.

Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been

achieved as defined under the applicable agreement.

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.

based compensation

Service-Based

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.

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.

repurchases are open market purchases.

Share repurchases are generally recorded on the settlement date, as treasury stock.

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.

Company recognizes revenue utilizing the following steps:

Third-party research and development

costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable

The Company incurred research and development

expenses of $ 182,484 and $ 238,739 for the six months ended June 30, 2025 and 2024, respectively, and have been included as part

of contract labor.

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

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

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 period.

related to marketing campaign contracts with customers are normally of a short duration, typically less than two (2) weeks.

related to AE.360.DDM contracts with customers are normally of a short duration, typically less than one (1) week.

liabilities consist of quarterly and annual subscription revenue that have not been recognized.

Revenue under these agreements is recognized

over the related service period.

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 three months ended March 31, 2025, are as follows:

Per Share of Common Stock

Company has adopted ASC Topic 260, “Earnings per Share” which requires presentation of basic earnings per

share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the

numerator and denominator of the basic earnings per share computation.

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

disclosure of related party transactions and balances.

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

annual subscription revenue that have not been recognized.

Revenue under these agreements is recognized over the related service period.

As of June 30, 2025 and December 31, 2024, total contract liabilities were $ 447 and $ 369 respectively.

Contract liabilities

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

Changes in contract liabilities for the six months

ended June 30, 2025, are as follows:

Balance, January 1

Deferral of revenue

Recognition of revenue

Balance, June 30

Earnings Per Share of Common Stock

The Company has adopted ASC Topic 260, “Earnings

per Share” which requires presentation of basic earnings per share on the face of the statements of operations for all

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

The Company accounts for warrants and options using the treasury stock method.

As of June 30, 2025, warrants representing 31,500 shares

of common stock equivalents were excluded from the computation from diluted net loss per share as the result was anti-dilutive.

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 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.

During the six months ended June 30, 2025 and 2024, the Company paid

management fees to its controlling members totaling $ 2,532,794 and $ 1,805,377 , 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 June 30, 2025 and December 31, 2024, the Company did not have any commitments and contingencies.

The Company operates as one operating

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 performance .

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.

Our CEO assesses performance and decides how to

allocate resources primarily based on net income, which is reported on our Statements of Operations.

Total assets on the Balance Sheets

represent our segment assets.

Recent Accounting Pronouncements

In 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

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 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

Property and Equipment

and equipment consisted of the following:

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

Property and equipment consisted of the following:

Office equipment

Accumulated depreciation

During the six months ended June 30, 2025 and

2024, the Company recorded depreciation of $ 1,356 and $ 2,341 , respectively.

Intangible Assets

assets consist of the following:

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

Intangible assets consist of the following:

Purchased software

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.

Right of literary work entitled

On November 10, 2023, the Company entered into

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

an asset purchase agreement.

Under this agreement, the Company agreed to purchase all of the right, title, and interest in and to substantially

all of the assets and properties of the sellers, including those 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 (“Purchased Software”).

The Company determined the Purchased Software has

indefinite useful life.

On June 21, 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

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 (the “June 2024 Discord Server”).

determined the June 2024 Discord Server has indefinite useful life.

On 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 sellers 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, the issuance of 20,000

shares of Class B Common Stock (the “November 2024 Discord Server”), certain consulting arrangements, and a certain

potential quarterly performance bonus.

The Company determined the November 2024 Discord Server has indefinite useful life.

November 25, 2024, the Company entered into a Purchase Agreement (the “One Step Closer Agreement”) with Jeff Blue

(“Owner”) regarding the literary work entitled “One Step Closer:

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.

Becoming Linkin Park” (the

Under the terms of the One Step Closer 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

In consideration of the rights granted, the Company paid $ 160,000 .

The Company determined the Work has indefinite useful life.

Stockholders’ Equity

Capital 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

as determined by the Board of Directors of the Company.

A Convertible Preferred Stock

May 24, 2024, the Company filed a Certificate of Designation of Series A Convertible Preferred Stock (the “Certificate of Designation”)

with the Secretary of State of the State of Nevada designating 660 shares of the Company’s Preferred Stock, $ 0.0001 par

value per share, as “Series A Convertible Preferred Stock,” and setting forth the voting and other powers, preferences

and relative, participating, optional or other rights of the Series A Preferred Stock.

Each share of Series A Preferred Stock has an

initial stated value (“Stated Value”) of $ 10,000 per share.

Series A Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and

winding up of the Company, ranks senior to all capital stock of the Company unless the holders of the majority of the outstanding shares

of Series A Preferred Stock consent to the creation of other capital stock of the Company that is senior or equal in rank to the Series

A Preferred Stock.

of Series A Preferred Stock will be entitled to receive cumulative dividends, in shares of Class B Common Stock or cash on the Stated

Value at an annual rate of 6 % (which will increase to 12 % if a Triggering Event (as defined in the Certificate of Designation)

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

Authorized Capital Stock

The Company has authorized 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.

Preferred Stock

The Company shall have the authority to issue

the shares of Preferred stock, $ 0.0001 par value per share (“Preferred Stock”) in one or more series with such rights, preferences and designations as determined by the Board of Directors

of the Company.

Series A Convertible Preferred Stock

On May 24, 2024, the Company filed a Certificate

of Designation of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the

State of Nevada designating 660 shares of the Company’s Preferred Stock, $ 0.0001 par value per share, as

“Series A Convertible Preferred Stock,” and setting forth the voting and other powers, preferences and relative, participating,

optional or other rights of the Series A Preferred Stock.

Each share of Series A Preferred Stock has an initial stated value (“Stated

Value”) of $ 10,000 per share.

The Series A Preferred Stock, with respect to

the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to

all capital stock of the Company unless the holders of the majority of the outstanding shares of Series A Preferred Stock consent to the

creation of other capital stock of the Company that is senior or equal in rank to the Series A Preferred Stock.

Holders of Series A Preferred Stock will be entitled

to receive cumulative dividends, in shares of Class B Common Stock or cash on the Stated Value at an annual rate of 6 % (which will

increase to 12 % if a Triggering Event (as defined in the Certificate of Designation) occurs.

Dividends will be payable upon conversion

of the Series A Preferred Stock or upon any redemption.

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

7 unchanged sentences

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.

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 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.

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

On 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.

During the six months ended June 30, 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.

The Company had 0 and 100 shares

of Series A Convertible Preferred Stock issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.

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.

The Company had 1,000,000 shares of Class

A Common Stock issued and outstanding as of June 30, 2025 and December 31, 2024.

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.

The Company had 15,624,395 and 9,060,965 shares

of Class B Common Stock issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.

Fiscal year 2025

During the six months ended June 30, 2025, the

Company issued 6,563,430 shares of Class B common stock as follows:

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

● 3,677,536 shares issued, including 1,138,427 shares that

relate to conversion of Series A Convertible Preferred Stock in 2024;

● 52,351 shares issued for cashless exercise of warrants.

Sales Agreement of Class B Common Stock

September 27, 2024, the Company entered into a Sales Agreement between the Company and A.G.P./Alliance Global Partners (the “Sales

3 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 “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.

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”).

In November 2024 and January

2025, the Company filed additional prospectus supplements to the base prospectus to increase the maximum gross proceeds to $ 5,489,399 ,

as of June 30, 2025.

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.

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.

2022 Equity Incentive Plan

maximum number of shares of Class B Common Stock that may be issued pursuant to awards granted under the 2022 Plan is 550,000 shares.

The maximum number of shares of Class B Common

Stock that may be issued pursuant to awards granted under the 2022 Plan is 550,000 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.

RSA 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.

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

shares Exercise Price Life (years)

(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 Awards.

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.

The RSA shares issued to directors vest

quarterly for one year from the date of grantee’s appointment as a director.

The RSA shares issued 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.

For the six months

ended June 30, 2025 and 2024, the Company recorded stock-based compensation expense of $ 1,067,382 and $ 739,309 ,

respectively.

For the six months ended June 30, 2025, the Company accelerated the vesting of remaining all RSAs and RSAs were fully

A summary of activity during the six months ended

June 30, 2025, follows:

Weighted Weighted

shares Average

Exercise Price Average

Outstanding, December 31, 2024 105,490 $ 11.71 3.92

Granted - - -

Expired - - -

Exercised ( 73,990 ) ( 3.39 ) -

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 .

Outstanding, June 30, 2025 31,500 $ 31.25 2.47

All of the outstanding warrants are exercisable

as of June 30, 2025.

The intrinsic value of the warrants as of June 30, 2025, is $ 0 .

Subsequent Events

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.

Management evaluated all events from the date

of the balance sheet through the date these financial statements were available to be issued.

Based on our evaluation no material

events have occurred that require disclosure other than below.

On July 1, 2025, the Company sold the Pure Profits

platform to a third party for $ 140,000 .

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