What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-05 compared with 2025-05-15 · 1083 added, 933 removed, 86 unchanged (96% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

following management’s discussion and analysis of financial condition and results of operations provides information that management

believes is relevant to an assessment and understanding of our plans and financial condition .

The following financial information

is derived from our condensed financial statements and should be read in conjunction with such condensed financial statements and notes

thereto set forth elsewhere herein.

as otherwise indicated by the context and for the purposes of this Quarterly Report on Form 10-Q only, references in this Quarterly Report

on Form 10-Q to “we,” “us,” “our,” the “Company,” “Asset Entities,” and “our

company” are to Asset Entities Inc., a Nevada corporation.

“Common stock” refers to the Company’s Common Stock,

$0.0001 par value per share.

“Class A Common Stock” refers to the Company’s Class A Common Stock, $0.0001 par value

“Class B Common Stock” refers to the Company’s Class B Common Stock, $0.0001 par value per share.

stock” refers to the Company’s Preferred Stock, $0.0001 par value per share.

“Series A Preferred Stock” refers

to the Company’s Series A Convertible Preferred Stock, $0.0001 par value per share.

otherwise noted, the share and per share information in this Quarterly Report on Form 10-Q have been adjusted to give effect to the one-for-five

(1-for-5) reverse stock split of each of the Company’s authorized and issued and outstanding Class A Common Stock and the Company’s

authorized and issued and outstanding Class B Common Stock, which became effective as of 5:00 p.m.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following management’s discussion

and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment

and understanding of our plans and financial condition .

The following financial information is derived from our condensed financial

statements and should be read in conjunction with such condensed financial statements and notes thereto set forth elsewhere herein.

Except as otherwise indicated by the context and

for the purposes of this Quarterly Report on Form 10-Q only, references in this Quarterly Report on Form 10-Q to “we,” “us,”

“our,” the “Company,” “Asset Entities,” and “our company” are to Asset Entities Inc.,

a Nevada corporation.

“Common stock” refers to the Company’s Common Stock, $0.0001 par value per share.

Class A Common Stock” refers to the Company’s Class A Common Stock, $0.0001 par value per share.

“Existing Class B Common

Stock” refers to the Company’s Class B Common Stock, $0.0001 par value per share.

“Preferred stock” refers to

the Company’s Preferred Stock, $0.0001 par value per share.

“Series A Preferred Stock” refers to the Company’s

Series A Convertible Preferred Stock, $0.0001 par value per share.

Reverse Stock Split

Unless otherwise noted,

the share and per share information in this Quarterly Report on Form 10-Q have been adjusted to give effect to the one-for-five (1-for-5)

reverse stock split of each of the Company’s authorized and issued and outstanding Existing Class A Common Stock and the Company’s

authorized and issued and outstanding Existing Class B Common Stock, which became effective as of 5:00 p.m.

Eastern Daylight Time on July

1, 2024 (the “Reverse Stock Split”).

Regarding Trademarks, Trade Names and Service Marks

use various trademarks, trade names and service marks in our business, including “AE 360 DDM”, “Asset Entities Where

Assets Are Created”, “SiN”, “Social Influencer Network”, Ternary D, OptionsSwing, and associated marks.

For convenience, we may not include the SM, ® or ™ symbols, but such omission is not meant to indicate that we would not protect

our intellectual property rights to the fullest extent allowed by law.

Any other trademarks, trade names or service marks referred to

in this Quarterly Report on Form 10-Q are the property of their respective owners.

Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q contains forward-looking statements that are based on our management’s beliefs and assumptions and

on information currently available to us.

All statements other than statements of historical facts are forward-looking statements.

statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other

factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future

results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Forward-looking statements

include, but are not limited to, statements about:

ability to introduce new products and services;

ability to obtain additional funding to develop additional services and offerings;

with obligations under intellectual property licenses with third parties;

acceptance of our new offerings;

● competition

from existing online offerings or new offerings that may emerge;

ability to establish or maintain collaborations, licensing or other arrangements;

ability and third parties’ abilities to protect intellectual property rights;

ability to adequately support future growth;

goals and strategies;

future business development, financial condition and results of operations;

changes in our revenue, costs or expenditures;

of and competition trends in our industry;

accuracy and completeness of the data underlying our or third-party sources’ industry

and market analyses and projections;

expectations regarding demand for, and market acceptance of, our services;

expectations regarding our relationships with investors, institutional funding partners and

other parties with whom we collaborate;

● fluctuations

in general economic and business conditions in the markets in which we operate;

government policies and regulations relating to our industry.

some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,”

“should,” “would,” “expect,” “plan,” “intend,” “anticipate,”

“believe,” “estimate,” “predict,” “potential,” “project” or “continue”

or the negative of these terms or other comparable terminology.

Note Regarding Trademarks, Trade Names and

Service Marks

We use various trademarks, trade names and service

marks in our business, including “AE 360 DDM”, “Asset Entities Where Assets Are Created”, “SiN”, “Social

Influencer Network”, Ternary D, OptionsSwing, and associated marks.

For convenience, we may not include the SM, ® or ™

symbols, but such omission is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed

Any other trademarks, trade names or service marks referred to in this Quarterly Report on Form 10-Q are the property of their

respective owners.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking

statements that are based on our management’s beliefs and assumptions and on information currently available to us.

All statements

other than statements of historical facts are forward-looking statements.

These statements relate to future events or to our future financial

performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity,

performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed

or implied by these forward-looking statements.

Such risks, uncertainties and other factors include, but are not limited to:

● the occurrence of any event, change or other circumstances

that could give rise to the right of one or both of the parties to terminate the A&R Merger Agreement (as defined in “ —Liquidity

and Capital Resources – Agreement and Plan of Merger ”);

● the possibility that the proposed transaction under the A&R

Merger Agreement does not close when expected or at all because the conditions to closing are not received or satisfied on a timely basis

● the outcome of any legal proceedings that may be instituted

against Strive (as defined in “ —Liquidity and Capital Resources – Agreement and Plan of Merger ”) or the

Company or the combined company;

● the possibility that the anticipated benefits of the proposed

transaction under the A&R Merger Agreement, including anticipated cost savings and strategic gains, are not realized when expected

or at all, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange

rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas

in which Strive or the Company operate;

● the possibility that the integration of Strive or the Company

may be more difficult, time-consuming or costly than expected;

● the possibility that the proposed transaction under the A&R

Merger Agreement may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events;

● the diversion of management’s attention from ongoing

business operations and opportunities relating to the proposed transaction under the A&R Merger Agreement;

● potential adverse reactions of Strive’s or the Company’s

customers or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed

transaction under the A&R Merger Agreement;

● changes in the Company’s share price before closing

under the A&R Merger Agreement;

● other factors that may affect future results of Strive, the

Company or the combined company;

● the Company’s ability to introduce new products and

● the Company’s ability to obtain additional funding

to develop additional services and offerings;

● the Company’s compliance with obligations under intellectual property licenses with third parties;

● market acceptance of the Company’s new offerings;

● competition from existing online offerings or new offerings that may emerge;

● the Company’s ability to establish or maintain collaborations, licensing or other arrangements;

● the Company’s ability and third parties’ abilities to protect intellectual property rights;

● the Company’s ability to adequately support future growth;

● the Company’s goals and strategies;

● the Company’s future business development, financial condition and results of operations;

● expected changes in the Company’s revenue, costs or expenditures;

● growth of and competition trends in the Company’s industry;

● the accuracy and completeness of the data underlying the Company’s or third-party sources’

industry and market analyses and projections;

● the Company’s expectations regarding demand for, and market acceptance of, the Company’s services;

● the Company’s expectations regarding the Company’s relationships with investors, institutional

funding partners and other parties with whom we collaborate;

● fluctuations in general economic and business conditions in the markets in which the Company operates;

● relevant government policies and regulations relating to the Company’s industry.

In some cases, you can identify forward-looking

statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,”

“plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”

“potential,” “project” or “continue” or the negative of these terms or other comparable terminology.

These statements are only predictions.

You should not place undue reliance

on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases,

beyond our control and which could materially affect results.

Factors that may cause actual results to differ materially from current

expectations include, among other things, those listed under Item 1A.

“ Risk Factors ” in our Annual Report on Form

10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March

If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events

or results may vary significantly from those implied or projected by the forward-looking statements.

No forward-looking statement is

a guarantee of future performance.

addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject.

statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such

information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not

be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events or information as of the date on which the

statements are made in this Quarterly Report on Form 10-Q.

Except as expressly required by the federal securities laws, there is no undertaking

to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances

or any other reason.

Entities is a technology company providing social media marketing and content delivery services across Discord, TikTok, and other social

media platforms.

We also design, develop and manage servers for communities on Discord.

Based on the growth of our Discord servers and

social media following, we have developed three categories of services:

(1) our Discord investment education and entertainment services,

(2) social media and marketing services, and (3) our “AE.360.DDM” brand services.

We also offer Ternary v2, a cloud-based

subscription management and payment processing solution for Discord communities, which includes a suite of customer relations management

tools and Stripe-verified payment processing.

All of our services are based on our effective use of Discord as well as other social media

including TikTok, X, Instagram, and YouTube.

You should not place undue reliance on forward-looking statements because they involve known and

unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results.

Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item

“ Risk Factors ” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the U.S.

Securities and Exchange Commission (the “SEC”) on March 31, 2025.

If one or more of these risks or uncertainties occur, or

if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by

the forward-looking statements.

No forward-looking statement is a guarantee of future performance.

In addition, statements that “we believe”

and similar statements reflect our beliefs and opinions on the relevant subject.

These statements are based upon information available

to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements,

such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive

inquiry into, or review of, all potentially available relevant information.

These statements are inherently uncertain and investors are

cautioned not to unduly rely upon these statements.

The forward-looking statements made in this Quarterly

Report on Form 10-Q relate only to events or information as of the date on which the statements are made in this Quarterly Report on Form

Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking

statements, whether as a result of new information, future events, changed circumstances or any other reason.

Asset Entities is a technology company providing

social media marketing and content delivery services across Discord, TikTok, and other social media platforms.

We also design, develop

and manage servers for communities on Discord.

Based on the growth of our Discord servers and social media following, we have developed

three categories of services:

(1) our Discord investment education and entertainment services, (2) social media and marketing services,

and (3) our “AE.360.DDM” brand services.

We also offer Ternary v2, a cloud-based subscription management and payment processing

solution for Discord communities, which includes a suite of customer relations management tools and Stripe-verified payment processing.

All of our services are based on our effective use of Discord as well as other social media including TikTok, X, Instagram, and YouTube.

Discord investment education and entertainment service is designed primarily by and for enthusiastic Generation Z, or Gen Z, retail investors,

6 unchanged sentences

Our combined server user membership was approximately

204,588 as of March 31, 2025.

social media and marketing services utilize our management’s social influencer backgrounds by offering social media and marketing

campaign services to business clients.

Our team of social influencer independent contractors, which we call our “SiN” or

“Social Influencer Network”, can perform social media and marketing campaign services to expand our clients’ Discord

server bases and drive traffic to their businesses, as well as increase membership in our own servers.

“AE.360.DDM, Design Develop Manage” service, or “AE.360.DDM”, is a suite of services to individuals and companies

seeking to create a server on Discord.

We believe we are the first company to provide “Design, Develop and Manage,” or DDM,

services for any individual, company, or organization that wishes to join Discord and create their own community.

With our AE.360.DDM

rollout, we are uniquely positioned to offer DDM services in the growing market for Discord servers.

Ternary v2, our subscription management and payment processing solution for Discord communities, subscribers can monetize and manage

their Discord users.

Ternary v2 simplifies the process for our subscribers to:

(i) sell memberships to their Discord servers on their

websites and collect payments through Stripe with daily payouts;

(ii) add digital products and services and designate purchase options

to their Discord servers;

(iii) customize their user Discord permissions and roles and other Discord settings;

and (iv) utilize our Discord

bot to automatically apply their Discord user settings to authenticate new users, apply customizable permission sets to users, and remove

users when their subscriptions expire.

As a Stripe-verified partner through Ternary v2, we can also assist subscribers with integrating

other platforms into their Discord servers with open application programming interfaces, further extending our platform’s capabilities.

believe that we are a leading provider of all of these services, and that demand for all of our services will continue to grow.

to experience rapid revenue growth from our services.

We believe that we have built a scalable and sustainable business model and that

our competitive strengths position us favorably in each aspect of our business.

revenue depends on the number of paying subscribers to our Discord servers.

During the three months ended March 31, 2025 and 2024, we

received revenue from 1,254 and 438 Asset Entities Discord server paying subscribers, respectively.

Historical Performance

of March 31, 2025, the Company had an accumulated deficit of $13,665,770 and cash and cash equivalents of $4,208,912.

During the three months ended March 31, 2025

and 2024, we had a net loss of $1,624,218 and $1,386,904, respectively.

To date, the Company has financed its operations primarily through

capital raises and sales of its services.

203,466 as of June 30, 2025.

Our social media and marketing services utilize

our management’s social influencer backgrounds by offering social media and marketing campaign services to business clients.

team of social influencer independent contractors, which we call our “SiN” or “Social Influencer Network”, can

perform social media and marketing campaign services to expand our clients’ Discord server bases and drive traffic to their businesses,

as well as increase membership in our own servers.

Our “AE.360.DDM, Design Develop Manage”

service, or “AE.360.DDM”, is a suite of services to individuals and companies seeking to create a server on Discord.

we are the first company to provide “Design, Develop and Manage,” or DDM, services for any individual, company, or organization

that wishes to join Discord and create their own community.

With our AE.360.DDM rollout, we are uniquely positioned to offer DDM services

in the growing market for Discord servers.

Through Ternary v2, our subscription management

and payment processing solution for Discord communities, subscribers can monetize and manage their Discord users.

Ternary v2 simplifies

the process for our subscribers to:

(i) sell memberships to their Discord servers on their websites and collect payments through Stripe

with daily payouts;

(ii) add digital products and services and designate purchase options to their Discord servers;

(iii) customize their

user Discord permissions and roles and other Discord settings;

and (iv) utilize our Discord bot to automatically apply their Discord user

settings to authenticate new users, apply customizable permission sets to users, and remove users when their subscriptions expire.

a Stripe-verified partner through Ternary v2, we can also assist subscribers with integrating other platforms into their Discord servers

with open application programming interfaces, further extending our platform’s capabilities.

We believe that we are a leading provider of all

of these services, and that demand for all of our services will continue to grow.

We expect to experience rapid revenue growth from our

We believe that we have built a scalable and sustainable business model and that our competitive strengths position us favorably

in each aspect of our business.

Our revenue depends on the number of paying subscribers

to our Discord servers.

During the three months ended June 30, 2025 and 2024, we received revenue from 1,163 and 1,238 Asset Entities

Discord server paying subscribers, respectively.

Our Historical Performance

As of June 30, 2025, the Company had an accumulated

deficit of $16,330,381 and cash and cash equivalents of $2,518,441.

During the three months ended June 30, 2025 and 2024, we had

a net loss of $2,664,611 and $1,726,537, respectively.

To date, the Company has financed its operations primarily through capital raises

and sales of its services.

In April 2024, the Company filed a Registration Statement on Form S-3 (File No.

which was declared effective by the SEC on April 26, 2024, for potential offerings of up to $100,000,000 in aggregate (the “Shelf

Registration Statement”), subject to the requirement that in no event may we sell shares having a value exceeding more than one-third

of our public float in any 12-month period under the Shelf Registration Statement so long as our public float remains below $75,000,000.

In May 2024, the Company completed the first of a two-part private placement of its Series A Preferred Stock for gross proceeds of $1.5

million, and in July 2024, the Company completed the second part of the private placement for an additional $1.5 million in gross proceeds.

In September 2024, the Company entered into a Sales Agreement, dated as of September 27, 2024 (the “ATM Sales Agreement”),

between the Company and A.G.P./Alliance Global Partners (the “Sales Agent”), and filed a prospectus supplement to the Shelf

Registration Statement for an “at the market offering” of shares of Class B Common Stock (the “ATM Financing”)

for gross proceeds of up to $1,791,704.

As of March 31, 2025, the Company had filed additional prospectus supplements to the Shelf Registration

Statement to increase the maximum gross proceeds to $5,489,399.

Since the commencement of the ATM Financing, a total of 5,417,700 shares

has been sold, for net proceeds to the Company of $4,830,647.56, after paying $329,362 in compensation to the Sales Agent and the same

amount to Boustead Securities, LLC (“Boustead”) under the Boustead ATM Waiver (as defined in “ —Liquidity and

Capital Resources – ATM Financing – Waivers and Consents to ATM Financing ”).

333-278707), which was declared

effective by the SEC on April 26, 2024, for potential offerings of up to $100,000,000 in aggregate (the “Shelf Registration Statement”),

subject to the requirement that in no event may we sell shares having a value exceeding more than one-third of our public float in any

12-month period under the Shelf Registration Statement so long as our public float remains below $75,000,000.

In May 2024, the Company

completed the first of a two-part private placement of its Series A Preferred Stock for gross proceeds of $1.5 million, and in July 2024,

the Company completed the second part of the private placement for an additional $1.5 million in gross proceeds.

In September 2024, the

Company entered into a Sales Agreement, dated as of September 27, 2024 (the “ATM Sales Agreement”), between the Company and

A.G.P./Alliance Global Partners (the “Sales Agent”), and filed a prospectus supplement to the Shelf Registration Statement

for an “at the market offering” of shares of Existing Class B Common Stock (the “ATM Financing”) for gross proceeds

of up to $1,791,704.

As of June 30, 2025, the Company had filed additional prospectus supplements to the Shelf Registration Statement

to increase the maximum gross proceeds to $5,489,399.

Since the commencement of the ATM Financing and as of June 30, 2025, a total of

5,427,700 shares has been sold, for net proceeds to the Company of $4,830,647.56, after paying $329,362 in compensation to the Sales

Agent and the same amount to Boustead Securities, LLC (“Boustead”) under the Boustead ATM Waiver (as defined in “ —Liquidity

and Capital Resources – ATM Financing – Waivers and Consents to ATM Financing ”).

The Company has received confirmation

from the investor in its Series A Preferred Stock that it will invest up to an additional $3 million upon request by the Company.

on the Company’s existing cash resources and the cash expected to be received from the ATM Financing and other planned financings,

it is expected that the Company will have sufficient funds to carry out the Company’s planned operations through March 31, 2026

and for at least 12 months beyond that period.

on May 26, 2025, the Company and Strive entered into the May 2025 Private Placement (as defined in “ —May 2025 Private Placement ”).

The Private Placement is expected to close substantially concurrently with the transactions under the A&R Merger Agreement, subject

to the satisfaction of conditions precedent to the Company’s and Strive’s obligations to consummate the transactions under

the A&R Merger Agreement being satisfied or waived and such transactions being consummated, the Company obtaining stockholder approval

for the issuance of the May 2025 Private Placement Securities (as defined in “ —May 2025 Private Placement ”) as

required by the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”), as well as the satisfaction of certain customary

closing conditions.

The Company expects to receive aggregate gross proceeds from the May 2025 Private Placement of approximately $750.3

million, before deducting placement agent fees and offering expenses.

If all of the May 2025 Traditional Warrants are exercised

in full for cash, the Company could receive up to an additional approximately $750 million in gross proceeds, for total potential proceeds

of approximately $1.5 billion.

Based on the Company’s existing cash resources

and the cash expected to be received from the ATM Financing, the May 2025 Private Placement,

and other planned financings, it is expected that the Company will have sufficient funds to carry out the Company’s planned operations

through June 30, 2026 and for at least 12 months beyond that period.

For further discussion, see Item 7.

“ —Liquidity and Capital Resources ”.

Factors Affecting Our Financial Performance

operating results are primarily affected by the following factors:

ability to acquire new customers and users or retain existing customers and users;

ability to offer competitive pricing;

ability to broaden product or service offerings;

demand and competition;

ability to leverage technology and use and develop efficient processes;

ability to attract and retain talented employees and contractors;

conditions and our market position.

Growth Company and Smaller Reporting Company

qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.

For so long as we are an emerging

growth company, we will not be required to:

an auditor report on our internal control over financial reporting pursuant to Section 404(b)

of the Sarbanes-Oxley Act;

three years, instead of two years, of audited financial statements, with correspondingly

reduced “ Management’s Discussion and Analysis of Financial Condition and Results

of Operations ” disclosure in this Annual Report;

with any requirement that may be adopted by the Public Company Accounting Oversight Board

regarding mandatory audit firm rotation or a supplement to the auditor’s report providing

additional information about the audit and the financial statements (i.e., an auditor discussion

and analysis);

with certain greenhouse gas emissions disclosure and related third-party assurance requirements;

certain executive compensation matters to stockholder advisory votes, such as “say-on-pay”

“ —Liquidity and

Capital Resources ”.

Principal Factors Affecting Our Financial Performance

Our operating results are primarily affected by

the following factors:

● our ability to acquire new customers and users

or retain existing customers and users;

● our ability to offer competitive pricing;

● our ability to broaden product or service offerings;

● industry demand and competition;

● our ability to leverage technology and use and

develop efficient processes;

● our ability to attract and retain talented employees

and contractors;

● market conditions and our market position.

Emerging Growth Company and Smaller Reporting

We qualify as an “emerging growth company”

under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As a result, we are permitted to, and intend to, rely

on exemptions from certain disclosure requirements.

For so long as we are an emerging growth company, we will not be required to:

● have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of

the Sarbanes-Oxley Act;

● present three years, instead of two years, of audited financial statements, with correspondingly reduced

“ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” disclosure in the Company’s

annual reports;

● comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding

mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial

statements (i.e., an auditor discussion and analysis);

● comply with certain greenhouse gas emissions disclosure and related third-party assurance requirements;

● submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay”

and “say-on-frequency;” and

certain executive compensation related items such as the correlation between executive compensation

and performance and comparisons of the chief executive officer’s compensation to median

employee compensation.

addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period

provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or

revised accounting standards.

In other words, an emerging growth company can delay the adoption of certain accounting standards until

those standards would otherwise apply to private companies.

We have elected to take advantage of the benefits of this extended transition

Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting

will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our

initial public offering;

(ii) the last day of the first fiscal year in which our total annual gross revenues are $1,235,000,000 or more;

(iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), which would occur if the market value of our common stock that is held by non-affiliates

exceeds $700 million as of the last business day of our most recently completed second fiscal quarter;

or (iv) the date on which we have

issued more than $1 billion in non-convertible debt during the preceding three year period.

the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the

Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth

company may continue to be available to us as a smaller reporting company, including as to:

(i) the auditor attestation requirements

of Section 404(b) of the Sarbanes-Oxley Act;

(ii) scaled executive compensation disclosures;

(iii) presenting two years of audited financial

statements, instead of three years;

and (iv) compliance with certain greenhouse gas emissions disclosure and related third-party assurance

requirements.

and Plan of Merger

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.

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.

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).

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.

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

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.

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.

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.

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.

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.

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.

and Support Agreement

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.

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

of the Support Agreement, a copy of which is filed as Exhibit 10.8 hereto and is incorporated herein by reference.

April 28, 2025, the Compensation Committee (the “Compensation Committee”) of the board of directors of the Company approved

annual cash bonuses for 2025 for the Company’s principal executive officer, principal financial officer and named executive officers,

among others.

Arshia Sarkhani, the Company’s Chief Executive Officer and President, Matthew Krueger, the Company’s Chief

Financial Officer, Secretary and Treasurer, and Michael Gaubert, the Company’s Executive Chairman, each received a cash bonus of

Kyle Fairbanks, the Company’s Executive Vice-Chairman and Chief Marketing Officer, received a cash bonus of $25,000.

of the foregoing officers is eligible to receive an annual cash bonus as determined by the Company’s board or the Compensation

Committee pursuant to their respective employment agreement or consulting agreement.

of Operations

of Three Months Ended March 31, 2025 and 2024

Three Months Ended

● disclose certain executive compensation related items such as the correlation between executive compensation

and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also

provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities

Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards.

In other words, an

emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private

We have elected to take advantage of the benefits of this extended transition period.

Our financial statements may therefore

not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an emerging growth company until

the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering;

(ii) the last day

of the first fiscal year in which our total annual gross revenues are $1,235,000,000 or more;

(iii) the date that we become a “large

accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business

day of our most recently completed second fiscal quarter;

or (iv) the date on which we have issued more than $1 billion in non-convertible

debt during the preceding three year period.

To the extent that we continue to qualify as a

“smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an

emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as

a smaller reporting company, including as to:

(i) the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act;

scaled executive compensation disclosures;

(iii) presenting two years of audited financial statements, instead of three years;

compliance with certain greenhouse gas emissions disclosure and related third-party assurance requirements.

Results of Operations

Comparison of Three Months Ended June 30,

2025 and 2024

Operations Data

March 31, 2025

Three Months Ended

June 30, 2025

Operating expenses

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Total other income

Our revenue increased 36.8% to approximately $0.17 million for the three months ended March 31, 2025 from approximately $0.12 million

for the three months ended March 31, 2024.

Our revenue increased 86.4% to approximately $0.17 million for the three months ended June 30, 2025 from approximately $0.09 million for

the three months ended June 30, 2024.

This increase was primarily due to the increased number of our Discord server paying subscribers

for the three months ended March 31, 2025, including subscribers to the Pure Profits Discord server that the Company acquired in June

2024, compared to such number for the three months ended March 31, 2024.

There was no material difference in the Company’s subscription

pricing structure between these periods.

Our total operating expenses increased 20.9% to approximately $1.83 million for the three months ended March 31, 2025

from approximately $1.51 million for the three months ended March 31, 2024.

This increase was primarily due to an increase in advertising,

marketing, payroll and other administrative expenses and administrative cost of public filings, compared to such costs for the three

months ended March 31, 2024.

for the three months ended June 30, 2025, including subscribers to the Pure Profits Discord server that the Company acquired in June 2024,

compared to such number for the three months ended June 30, 2024.

Due in part to the Company’s sale of the Pure Profits Discord

server and related assets in July 2025, there is no assurance that revenues will continue to increase.

There was no material difference

in the Company’s subscription pricing structure between these periods.

Operating Expenses .

Our total operating

expenses increased 57.5% to approximately $2.9 million for the three months ended June 30, 2025 from approximately $1.8 million for the

three months ended June 30, 2024.

This increase was primarily due to an increase in advertising, marketing, payroll and other administrative

expenses and administrative cost of public filings, compared to such costs for the three months ended June 30, 2024.

From Operations .

Our loss from operations increased 19.5% to approximately $1.66 million for the three months ended March 31,

2025 from approximately $1.39 million for the three months ended March 31, 2024.

This increase was primarily due to an increase in advertising,

marketing, payroll and other administrative expenses and administrative cost of public filings, compared to such costs for the three

months ended March 31, 2024.

and Capital Resources

As of March 31, 2025,

Our loss from operations increased 55.9% to approximately $2.7 million for the three months ended June 30, 2025

from approximately $1.7 million for the three months ended June 30, 2024.

This increase was primarily due to an increase in advertising, marketing, payroll and other administrative expenses and administrative

cost of public filings, compared to such costs for the three months ended June 30, 2024.

Comparison of Six

Months Ended June 30, 2025 and 2024

Operations Data

Six Months Ended

June 30, 2025

Operating expenses

Contract labor

General and administrative

Management compensation

Total operating expenses

Loss from operations

Other income (expense)

Interest income

Interest expense

Total other income

Our revenue increased 57.9% to approximately $0.34 million for the six months ended June 30, 2025 from approximately $0.22 million for

the six months ended June 30, 2024.

This increase was primarily due to the increased number of our Discord server paying subscribers for

the six months ended June 30, 2025, including subscribers to the Pure Profits Discord server that the Company acquired in June 2024,

compared to such number for the six months ended June 30, 2024.

Due in part to the Company’s sale of the Pure Profits Discord server

and related assets in July 2025, there is no assurance that revenues will continue to increase.

There was no material difference in the

Company’s subscription pricing structure between these periods.

Our total operating expenses increased 40.9% to approximately $4.7 million for the six months ended June 30, 2025 from

approximately $3.3 million for the six months ended June 30, 2024.

This increase was primarily due to an increase in advertising, marketing,

payroll and other administrative expenses and administrative cost of public filings, compared to such costs for the six months ended

June 30, 2024.

From Operations .

Our loss from operations increased 39.7% to approximately $4.3 million for the six months ended June 30, 2025

from approximately $3.1 million for the six months ended June 30, 2024.

This increase was primarily due to an increase in advertising, marketing, payroll and other administrative expenses and administrative

cost of public filings, compared to such costs for the six months ended June 30, 2024.

Liquidity and Capital Resources

As of June 30, 2025,

the Company had an accumulated deficit of $16,330,381 and cash and cash equivalents of $2,518,441.

During the three months ended March

31, 2025 and 2024, the Company had a net loss of $1,624,218 and $1,386,904, respectively.

During the three months ended

June 30, 2025 and 2024, we had a net loss of $2,664,611 and $1,726,537, respectively.

To date, the Company has financed its operations

2 unchanged sentences

be received from planned financings, and increased revenues expected to be generated from expanded operations due to prior asset acquisitions,

it is expected that the Company will have sufficient funds to carry out the Company’s planned operations through March 31, 2026

and for at least 12 months beyond that period.

indicated above, we may require additional cash resources due to changing business conditions, implementation of our strategy to expand

our business, or other investments or acquisitions we may decide to pursue.

If our own financial resources are insufficient to satisfy

our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities.

additional equity securities could result in dilution to our stockholders.

The incurrence of indebtedness would result in increased debt

service obligations and could require us to agree to operating and financial covenants that would restrict our operations.

may not be available in amounts or on terms acceptable to us, if at all.

Any failure by us to raise additional funds on terms favorable

to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

following table provides detailed information about our net cash flow for the periods presented:

Three Months Ended

it is expected that the Company will have sufficient funds to carry out the Company’s planned operations through June 30, 2026 and

for at least 12 months beyond that period.

As indicated above, we

may require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other

investments or acquisitions we may decide to pursue.

If our own financial resources are insufficient to satisfy our capital requirements,

we may seek to sell additional equity or debt securities or obtain additional credit facilities.

The sale of additional equity securities

could result in dilution to our stockholders.

The incurrence of indebtedness would result in increased debt service obligations and could

require us to agree to operating and financial covenants that would restrict our operations.

Financing may not be available in amounts

or on terms acceptable to us, if at all.

Any failure by us to raise additional funds on terms favorable to us, or at all, could limit

our ability to expand our business operations and could harm our overall business prospects.

Summary of Cash Flow

The following table provides detailed information

about our net cash flow for the periods presented:

Six Months Ended

Net cash provided by (used in) operating activities

6 unchanged sentences

Cash and cash equivalents at end of period

Net cash used in operating activities was approximately

$1.57 million for the three months ended March 31, 2025, as compared to net cash used in operating activities of approximately $1.04

million for the three months ended March 31, 2024.

This increase was primarily due to an increase in net loss of approximately $0.24

million, a decrease in stock-based compensation of approximately $0.07 million, and a decrease in prepaid expenses of approximately $0.12

cash used in investing activities was $0 for the three months ended March 31, 2025, as compared to $0.01 million for the three months

ended March 31, 2024.

This change was primarily due to the non-recurrence of the purchase of property and equipment during the three

months ended March 31, 2025.

cash provided by financing activities was approximately $3.12 million for the three months ended March 31, 2025, as compared to $0 for

the three months ended March 31, 2024.

This change was primarily due to the proceeds from the issuance of Class B Common Stock during

the three months ended March 31, 2025 and the non-occurrence of proceeds from financing activities during the three months ended March

Employment and Consulting Agreements

March 27, 2025, the Company entered into a letter agreement between the Company and Arshia Sarkhani, the Company’s Chief Executive

Officer and President, dated as of March 27, 2025 (the “New Arshia Sarkhani Agreement”).

Under the New Arshia Sarkhani Agreement,

Sarkhani will remain employed by the Company for a term that will begin on April 1, 2025 and will end on April 1, 2027 unless terminated

earlier in accordance with its terms or extended by mutual written agreement.

For the period beginning on the day following the date

of the termination of the Company’s previous letter agreement, dated as of April 21, 2022, between the Company and Mr.

(the “Prior Arshia Sarkhani Employment Agreement”), and ending on April 1, 2027, the Company will pay Mr.

Sarkhani an annual

salary of $240,000.

Pursuant to the New Arshia Sarkhani Agreement, the Company will also pay Mr.

cash used in operating activities was approximately $3.3 million for the six months ended June 30, 2025, as compared to net cash used

in operating activities of approximately $2.3 million for the six months ended June 30, 2024.

This increase was primarily due to an increase

in net loss of approximately $1.2 million, offset by an increase in stock-based compensation of approximately $0.3 million.

Net cash used in investing activities was $0 for

the six months ended June 30, 2025, as compared to approximately $0.2 million for the six months ended June 30, 2024.

This change was

primarily due to the non-recurrence of purchases of property, equipment and intangible assets during

the six months ended June 30, 2025.

Net cash provided by financing activities was

approximately $3.1 million for the six months ended June 30, 2025, as compared to approximately $1.5 million for the six months ended

June 30, 2024.

This change was primarily due to the proceeds from the issuance of Existing Class B Common Stock during the six months

ended June 30, 2025.

Agreement and Plan

On May 6, 2025, the Company

entered into an Agreement and Plan of Merger (the “Original 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”).

On June 27, 2025, as

a result of Strive electing the Restructuring Election (as defined in Section 2.06 of the Original Merger Agreement), the Company entered

into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”) with Alpha Merger Sub, Inc., an

Ohio corporation (formerly Alpha Merger Sub, LLC), and Strive, pursuant to which, and subject to the satisfaction or waiver of the conditions

set forth in the A&R Merger Agreement, Merger Sub will merge with and into Strive (the “Merger”), with Strive continuing

as a wholly owned subsidiary of the Company and the surviving company of the Merger.

Because Merger Sub will

merge with and into Strive under the A&R Merger Agreement (instead of Asset Management, as contemplated under the Original Merger

Agreement), stockholders of Strive, rather than Strive itself, will receive the merger consideration.

In particular, subject to the terms

and conditions of the A&R Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of

capital stock of Strive will be converted into the right to receive a number of shares of the Company Consideration Stock equal to the

Exchange Ratio plus cash in lieu of fractional shares as specified in the A&R Merger Agreement.

The “Company Consideration Stock”

shall be the Existing Class A Common Stock redesignated as class B common stock, $0.0001 par value per share, of the Company (“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 A&R Merger Agreement (the “A&R Articles of Incorporation”).

The Existing Class B Common Stock

will also be redesignated as class A common stock, $0.0001 par value per share, of the Company (“New Class A Common Stock”).

The “Exchange Ratio” shall be calculated so that each holder of Strive capital stock will receive, in respect of each share

of capital stock of Strive, a number of shares of Company Consideration Stock equal to the quotient obtained by dividing (a) the Aggregate

Merger Consideration Share Number (as defined in the A&R Merger Agreement) by (b) the aggregate number of shares of Strive common

stock issued and outstanding as of immediately prior to the Effective Time (assuming, for purposes of this definition, the conversion

of all Strive preferred stock and including shares of Strive common stock subject to restricted stock units that settle in shares of Strive

common stock (“Strive RSUs”) that have vested but not settled or restricted stock awards that settle in shares of Strive common

stock (“Strive RSAs”) that have vested but not settled).

Each Strive RSU and Strive

RSA that is outstanding as of the closing of the Merger shall be assumed by the Company or converted into or substituted for a restricted

stock unit that settles in shares of New Class B Common Stock of equivalent value.

Pursuant to the A&R

Merger Agreement, the Company, Merger Sub and Strive agreed, among other things, to extend the “End Date”, as defined in Section

11.01(b)(i) of the Original Merger Agreement, to February 6, 2026.

This End Date extension was agreed to account for potential process

delays out of the ordinary course that are not anticipated.

The parties expect the Merger to close by early Fall 2025, which is unchanged

from the parties’ original timeline.

The board of directors

of the Company unanimously adopted and approved the A&R Merger Agreement and the transactions contemplated thereby, and, subject to

the terms and conditions of the A&R Merger Agreement, resolved to recommend that the Company’s stockholders approve the issuance

of Company Consideration Stock in connection with the Merger, the amendments to the Company’s organizational documents contemplated

by the A&R Merger Agreement and the other transactions contemplated thereby.

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 and

a proxy statement with respect to the meeting of the Company’s stockholders.

Concurrently with the

execution of the A&R Merger Agreement, on June 27, 2025, Strive and certain stockholders of the Company entered into an Amended and

Restated Voting and Support Agreement (the “A&R Support Agreement”), pursuant to which, among other things, each such

stockholder 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 40.2% of the total voting power of the outstanding shares of the Company’s

common stock as of the date of the A&R Merger Agreement, in favor of the matters contemplated by the A&R Merger Agreement, (ii)

to convert their Existing Class A Common Stock into Existing 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

If the A&R Merger Agreement is terminated

under specified circumstances, Asset Entities will be required to pay Strive a termination fee of $10,000,000 or Strive will be required

to pay Asset Entities a termination fee of $10,000,000.

Cantor Fitzgerald &

(“CFCO”) will be acting as financial advisor to Strive.

CFCO will receive a non-refundable cash fee equal to $2 million

upon the closing of the Merger.

CFCO will receive a non-refundable cash fee of $1 million if the termination fee described above is paid

The A&R 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 A&R 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 A&R Merger Agreement.

In particular,

the representations, warranties, covenants and agreements contained in the A&R 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 A&R 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 A&R 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 A&R Merger Agreement.

In addition, the

representations, warranties, covenants and agreements and other terms of the A&R 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 A&R Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s

public disclosures.

The foregoing description

of the A&R Merger Agreement, the Merger, and the A&R Support Agreement does not purport to be complete, and is qualified in its

entirety by the terms and conditions of the A&R Merger Agreement and A&R Support Agreement, copies of which are filed as Exhibit

2.2 and Exhibit 10.2 hereto, respectively, and are incorporated herein by reference.

May 2025 Private

On May 26, 2025, the

Company and Strive entered into subscription agreements (the “May 2025 Subscription Agreements”) with certain accredited investors

(the “May 2025 Subscribers”), pursuant to which the May 2025 Subscribers agreed to purchase, and the Company agreed to issue

and sell, (i) an aggregate of 346,043,350 shares of New Class A Common Stock at a price of $1.35 per share (the “May 2025 Placement

Shares”), (ii) pre-funded warrants to purchase 209,771,462 shares of New Class A Common Stock, at a price of $1.3499 per share (the

“May 2025 Pre-Funded Warrants”) to certain of the May 2025 Subscribers in lieu of May 2025 Placement Shares, and (iii) 555,814,812

warrants to purchase shares of New Class A Common Stock (the “May 2025 Traditional Warrants” and, together with the May 2025

Placement Shares and May 2025 Pre-Funded Warrants, the “May 2025 Private Placement Securities” and such financing, the “May

2025 Private Placement”).

The May 2025 Private

Placement was entered into following the execution of the Original Merger Agreement, which was subsequently amended and restated by the

A&R Merger Agreement.

The May 2025 Private

Placement is expected to close substantially concurrently with the transactions under the A&R Merger Agreement, subject to the satisfaction

of conditions precedent to the Company’s and Strive’s obligations to consummate the transactions under the A&R Merger

Agreement being satisfied or waived and such transactions being consummated, the Company obtaining stockholder approval for the issuance

of the May 2025 Private Placement Securities as required by the applicable rules of Nasdaq, as well as the satisfaction of certain customary

closing conditions.

The Company expects to receive aggregate gross proceeds from the May 2025 Private Placement of approximately $750.3

million, before deducting placement agent fees and offering expenses.

If all of the warrants issued in the PIPE financing are exercised

in full for cash, the Company could receive up to an additional approximately $750 million in gross proceeds, for total potential proceeds

of approximately $1.5 billion.

Pursuant to the terms

of the May 2025 Subscription Agreements, the Company agreed to register for resale the May 2025 Placement Shares and the shares of the

Company’s common stock issuable upon exercise of the May 2025 Pre-Funded Warrants and the May 2025 Traditional Warrants (the “May

2025 Warrant Shares” and, together with the Shares, the “May 2025 Registrable Securities”), including an obligation

to file a registration statement covering the resale by the May 2025 Subscribers of their May 2025 Registrable Securities no later than

30 days following the closing of the transactions contemplated by the A&R Merger Agreement.

The Company has agreed to use commercially

reasonable efforts to cause such registration statement to be declared effective as soon as practicable (and in no event later than the

earlier of (i) the 45th day after the closing of the May 2025 Private Placement or (ii) the 120th day after the closing of the May 2025

Private Placement, if the SEC staff determines to review the registration statement) (the “Outside Effectiveness Date”) and

to keep such registration statement effective until the date that all May 2025 Registrable Securities covered by such registration statement

have been sold or can be sold without restriction pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1)

(or any successor thereof) promulgated under the Securities Act.

The Company has agreed to be responsible for all fees and expenses incurred

in connection with the registration of the May 2025 Registrable Securities.

In addition, the May

2025 Subscription Agreements provide that, without the prior written consent of May 2025 Subscribers representing a majority in interest

of the May 2025 Placement Shares, it will not, during the period commencing on May 26, 2025 and ending 45 days after the Outside Effectiveness

Date (the “May 2025 Private Placement Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract

to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose

of, directly or indirectly, any shares of New Class A Common Stock or New Class B Common Stock, or any securities convertible into or

exercisable or exchangeable for New Class A Common Stock or New Class B Common Stock, or (2) enter into any swap or other arrangement

that transfers to another, in whole or in part, any of the economic consequences of ownership of the New Class A Common Stock or New Class

B Common Stock, whether any such transaction is to be settled by delivery of New Class A Common Stock or New Class B Common Stock or such

other securities, in cash or otherwise;

provided that the foregoing restrictions shall not apply to (i) the issuance of securities offered

or sold prior to the May 2025 Private Placement Restricted Period, including the issuance of the May

2025 Private Placement Securities under the May 2025 Subscription Agreements or the issuance of any May 2025 Warrant Shares upon

conversion thereof;

(ii) the issuance by the Company of any shares of New Class A Common Stock or New Class B Common Stock upon the exercise

of an option or warrant, the settlement of restricted stock units or the conversion of a security outstanding on or prior to the Outside

Effectiveness Date or granted pursuant to the terms of an equity compensation plan;

(iii) grants of stock options, stock awards, restricted

stock awards, restricted stock units or other equity awards and the issuance of New Class A Common Stock or New Class B Common Stock or

securities convertible into or exercisable for New Class A Common Stock or New Class B Common Stock (whether upon the exercise of stock

options or otherwise) to employees, officers, directors, advisors, or consultants of the Company pursuant to the terms of an equity compensation

(iv) the facilitation by the Company of sales of shares of New Class A Common Stock or New Class B Common Stock by executive officers

and directors of the Company in respect of the payment of taxes due as the result of the vesting and settlement of restricted stock units

or other compensation awards;

(v) the issuance and sale of securities pursuant to the A&R Merger Agreement;

(vi) the offer or issuance

or agreement to issue New Class A Common Stock or New Class B Common Stock or securities convertible into, exercisable for or which are

otherwise exchangeable for or represent the right to receive New Class A Common Stock or New Class B Common Stock in connection with an

acquisition, merger, joint venture, strategic alliance, commercial or other collaborative relationship;

(vii) the offer or issuance or

agreement to issue New Class A Common Stock or New Class B Common Stock or securities convertible into New Class A Common Stock or New

Class B Common Stock if the consideration payable for such securities is in the form of Bitcoin or another digital currency and such

offering closes substantially concurrently with the closing of the transactions contemplated by the A&R Merger Agreement in a transaction

expected to benefit from Section 351 of the Internal Revenue Code so long as the price per share in such offering is at least equal to

or greater than $3.00 per share;

(viii) prior to the Outside Effectiveness Date, the offer or issuance or agreement to issue New Class

A Common Stock or New Class B Common Stock (A) in a private placement transaction if the price per share is at least equal to or greater

than $3.00 per share or (B) in an at-the-market offering if the price per share is at least equal to or greater than $5.00 per share;

and (ix) after the Outside Effectiveness Date but prior to the end of the May 2025 Private Placement Restricted Period, the offer or issuance

or agreement to issue New Class A Common Stock or New Class B Common Stock (including pursuant to an at-the-market program) if the closing

price of New Class A Common Stock or New Class B Common Stock exceeds $4 per share for 5 consecutive trading days, with such measurement

period beginning on or after the Outside Effectiveness Date.

CFCO acted as lead placement

agent for the May 2025 Private Placement.

CFCO will receive a non-refundable cash fee equal to 3.5% of the aggregate maximum gross proceeds

received or receivable in connection with the May 2025 Private Placement.

The representations,

warranties and covenants contained in the May 2025 Subscription Agreements were made solely for the benefit of the parties thereto and

the placement agents expressly named as third-party beneficiaries thereto and may be subject to limitations agreed upon by the contracting

Accordingly, the May 2025 Subscription Agreements are incorporated herein by reference only to provide investors with information

regarding the terms thereof and not to provide investors with any other factual information regarding the Company or its business, and

should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

May 2025 Pre-Funded

Each May 2025 Pre-Funded

Warrant to be issued in the May 2025 Private Placement will have an exercise price of $0.0001 per share, will be exercisable immediately

on issuance and will be exercisable until the Pre-Funded Warrant is exercised in full.

The May 2025 Pre-Funded Warrants include customary

anti-dilution adjustments.

Under the terms of the

May 2025 Pre-Funded Warrants, the Company may not effect the exercise of any such warrant, and a holder will not be entitled to exercise

any portion of any such warrant, if, upon giving effect to such exercise and unless otherwise elected by the respective May 2025 Subscriber

pursuant to their May 2025 Subscription Agreement, the aggregate number of shares of New Class A Common Stock beneficially owned by the

holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder’s affiliates,

and any other persons whose beneficial ownership of New Class A Common Stock would or could be aggregated with the holder’s for

purposes of Section 13(d) or Section 16 of the Exchange Act) would exceed 9.99% of the number of shares of New Class A Common Stock outstanding

immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such warrant.

The Company has agreed

to make certain payments to the May 2025 Subscribers as liquidated damages and not as a penalty upon failure to deliver shares of New

Class A Common Stock upon exercise of the May 2025 Pre-Funded Warrants in accordance with the terms of the May 2025 Pre-Funded Warrants.

May 2025 Traditional

Each May 2025 Traditional

Warrant to be issued in the May 2025 Private Placement will have an exercise price of $1.35 per share, will be exercisable immediately

upon issuance and until the May 2025 Traditional Warrants expire on the first anniversary of the Outside Effectiveness Date.

The May 2025 Traditional

Warrants include customary anti-dilution adjustments.

Under the terms of the

May 2025 Traditional Warrants, the Company may not effect the exercise of any such warrant, and a holder will not be entitled to exercise

any portion of any such warrant, if, upon giving effect to such exercise and unless otherwise elected by such May 2025 Subscriber pursuant

to their May 2025 Subscription Agreement, the aggregate number of shares of New Class A Common Stock beneficially owned by the holder

(together with its affiliates, any other persons acting as a group together with the holder or any of the holder’s affiliates, and

any other persons whose beneficial ownership of New Class A Common Stock would or could be aggregated with the holder’s for purposes

of Section 13(d) or Section 16 of the Exchange Act would exceed 9.99% of the number of shares of New Class A Common Stock outstanding

immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such warrant.

The Company has agreed

to make certain payments to the May 2025 Subscribers as liquidated damages and not as a penalty upon failure to deliver shares of Class

A common stock upon exercise of the May 2025 Traditional Warrant in accordance with the terms of the May 2025 Traditional Warrant.

The foregoing description

of the May 2025 Subscription Agreements, the May 2025 Pre-Funded Warrants, and the May 2025 Traditional Warrants does not purport to be

complete and is qualified in its entirety by reference to the forms of the May 2025 Subscription Agreements, the May 2025 Pre-Funded Warrants,

and the May 2025 Traditional Warrants, which are filed as Exhibit 10.3, Exhibit 4.1, and Exhibit 4.2, respectively, and incorporated by

Executive Compensation

April 28, 2025, the Compensation Committee (the “Compensation Committee”) of the board of directors of the Company

approved annual cash bonuses for 2025 for certain executive officers.

Arshia Sarkhani, the Company’s Chief Executive Officer

and President, Matthew Krueger, the Company’s Chief Financial Officer, Secretary and Treasurer, and Michael Gaubert, the

Company’s Executive Chairman, was granted a cash bonus of $75,000 each.

Kyle Fairbanks, the Company’s Executive Vice-Chairman and Chief Marketing Officer, and Arman Sarkhani was granted a cash bonus

of $25,000 each.

In addition, Jackson Fairbanks, the Director

of Socials and an employee of the Company, was granted a cash bonus of $25,000.

Each of the foregoing individuals is eligible to

receive an annual cash bonus as determined by the Company’s board or the Compensation Committee pursuant to their respective

employment agreement or consulting agreement.

Executive Employment and Consulting Agreements

On March 27, 2025, the Company entered into a letter agreement between

the Company and Arshia Sarkhani, the Company’s Chief Executive Officer and President, dated as of March 27, 2025 (the “New

Arshia Sarkhani Agreement”).

Under the New Arshia Sarkhani Agreement, Mr.

Sarkhani will remain employed by the Company for a term

that began on April 1, 2025 and will end on April 1, 2027 unless terminated earlier in accordance with its terms or extended by mutual

written agreement.

For the period beginning on the day following the date of the termination of the Company’s previous letter agreement,

dated as of April 21, 2022, between the Company and Mr.

Sarkhani (the “Prior Arshia Sarkhani Employment Agreement”), and ending

on April 1, 2027, the Company will pay Mr.

Sarkhani an annual salary of $240,000.

Pursuant to the New Arshia Sarkhani Agreement, the Company

also paid Mr.

Sarkhani an immediate cash bonus of $25,000.

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

the Compensation Committee.

Subject to the approval by the Company’s stockholders of an amendment to the Asset Entities Inc.

2022 Equity Incentive Plan (the “Plan”) to increase the number of shares of the Class B Common Stock available for grant

under the Plan, and further subject to the approval of the board or the Compensation Committee, Mr.

Sarkhani will be granted an award

of shares of Class B Common Stock under the Plan in an amount to be determined by the board or the Compensation Committee pursuant to

a restricted stock award agreement (the “Sarkhani Award Agreement”).

The shares will vest equally over two years on each

anniversary of the Sarkhani Award Agreement subject to Mr.

Sarkhani’s continuous service.

Upon a change of control of the Company,

all of the shares will vest immediately.

The Sarkhani Award Agreement will also contain non-competition and non-solicitation provisions.

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

by the Company’s board of directors or the Compensation Committee.

Subject to the approval by the Company’s stockholders

of an amendment to the Asset Entities Inc.

2022 Equity Incentive Plan (the “Plan”) to increase the number of shares of the

Existing Class B Common Stock available for grant under the Plan, and further subject to the approval of the board or the Compensation

Committee, Mr.

Sarkhani will be granted an award of shares of Existing Class B Common Stock under the Plan in an amount to be determined

by the board or the Compensation Committee pursuant to a restricted stock award agreement (the “Sarkhani Award Agreement”).

The shares will vest equally over two years on each anniversary of the Sarkhani Award Agreement subject to Mr.

Sarkhani’s continuous

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

The Sarkhani Award Agreement will also contain

non-competition and non-solicitation provisions.

Under the New Arshia Sarkhani Agreement, Mr.

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

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

The New Arshia Sarkhani

Agreement also contains certain confidentiality provisions.

The Company may terminate Mr.

Sarkhani for “cause” as defined

in the New Arshia Sarkhani Agreement.

Sarkhani will be eligible to participate

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

applicable Company policies.

The New Arshia Sarkhani Agreement also contains certain confidentiality provisions.

The Company may terminate

Sarkhani for “cause” as defined in the New Arshia Sarkhani Agreement.

If the Company terminates Mr.

Sarkhani without cause, the Company will be required to pay Mr.

a separation fee of $240,000.

March 27, 2025, the Company entered into a letter agreement between the Company and Matthew Krueger, the Company’s Chief Financial

Officer, Treasurer and Secretary, dated as of March 27, 2025 (the “New Krueger Agreement”).

Under the New Krueger Agreement,

Krueger will remain employed by the Company for a term that will begin on April 1, 2025 and will end on April 1, 2027 unless terminated

earlier in accordance with its terms or extended by mutual written agreement.

For the period beginning on the day following the date

of the termination of the Company’s previous letter agreement, dated April 21, 2022, between the Company and Mr.

Krueger (the “Prior

Krueger Agreement”), and ending on April 1, 2027, the Company will pay Mr.

Sarkhani without cause,

the Company will be required to pay Mr.

Sarkhani a separation fee of $240,000.

On March 27, 2025, the Company entered into a letter agreement between

the Company and Matthew Krueger, the Company’s Chief Financial Officer, Treasurer and Secretary, dated as of March 27, 2025 (the

“New Krueger Agreement”).

Under the New Krueger Agreement, Mr.

Krueger will remain employed by the Company for a term that

began on April 1, 2025 and will end on April 1, 2027 unless terminated earlier in accordance with its terms or extended by mutual written

For the period beginning on the day following the date of the termination of the Company’s previous letter agreement,

dated April 21, 2022, between the Company and Mr.

Krueger (the “Prior Krueger Agreement”), and ending on April 1, 2027, the

Company will pay Mr.

Krueger an annual salary of $180,000.

Pursuant to the

New Krueger Agreement, the Company will also pay Mr.

Krueger an immediate cash bonus of $50,000.

Krueger will also be eligible to

receive an annual cash bonus as determined by the board or the Compensation Committee.

Subject to the approval by the Company’s

stockholders of an amendment to the Plan to increase the number of shares of Class B Common Stock available for grant under the Plan,

and further subject to the approval of the board or the Compensation Committee, Mr.

Krueger will be granted an award of shares of Class

B Common Stock under the Plan in an amount to be determined by the board or the Compensation Committee pursuant to a restricted stock

award agreement (the “Krueger Award Agreement”).

The shares will vest equally over two years on each anniversary of the Krueger

Award Agreement subject to Mr.

Krueger’s continuous service.

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

The Krueger Award Agreement will also contain non-competition and non-solicitation provisions.

Under the New Krueger Agreement,

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

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

The New Krueger Agreement also contains certain confidentiality

Pursuant to the New Krueger Agreement, the Company also paid Mr.

immediate cash bonus of $50,000.

Krueger will also be eligible to receive an annual cash bonus as determined by the board or the Compensation

Subject to the approval by the Company’s stockholders of an amendment to the Plan to increase the number of shares

of Existing Class B Common Stock available for grant under the Plan, and further subject to the approval of the board or the Compensation

Committee, Mr.

Krueger will be granted an award of shares of Existing Class B Common Stock under the Plan in an amount to be determined

by the board or the Compensation Committee pursuant to a restricted stock award agreement (the “Krueger Award Agreement”).

The shares will vest equally over two years on each anniversary of the Krueger Award Agreement subject to Mr.

Krueger’s continuous

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

The Krueger Award Agreement will also contain

non-competition and non-solicitation provisions.

Under the New Krueger Agreement, Mr.

Krueger will be eligible to participate in standard

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

Company policies.

The New Krueger Agreement also contains certain confidentiality provisions.

The Company may terminate Mr.

Krueger for “cause” as defined in the New Krueger Agreement.

If the Company terminates

Krueger without cause, the Company will be required to pay Mr.

“cause” as defined in the New Krueger Agreement.

If the Company terminates Mr.

Krueger without cause, the Company will be

required to pay Mr.

Krueger a separation fee of $180,000.

March 27, 2025, the Company entered into a letter agreement between the Company and Kyle Fairbanks, the Company’s Executive Vice-Chairman

and Chief Marketing Officer, dated as of March 27, 2025 (the “New Kyle Fairbanks Agreement”).

Under the New Kyle Fairbanks

Agreement, Mr.

Fairbanks will remain employed by the Company for a term that will begin on April 1, 2025 and will end on April 1, 2027

unless terminated earlier in accordance with its terms or extended by mutual written agreement.

For the period beginning on the day following

the date of the termination of the Company’s previous letter agreement, dated April 21, 2022, between the Company and Mr.

(the “Prior Kyle Fairbanks Agreement”), and ending on April 1, 2027, the Company will pay Mr.

Fairbanks an annual salary

Pursuant to the New Kyle Fairbanks Agreement, the Company will also pay Mr.

On March 27, 2025, the Company entered into a

letter agreement between the Company and Kyle Fairbanks, the Company’s Executive Vice-Chairman and Chief Marketing Officer, dated

as of March 27, 2025 (the “New Kyle Fairbanks Agreement”).

Under the New Kyle Fairbanks Agreement, Mr.

Fairbanks will remain

employed by the Company for a term that began on April 1, 2025 and will end on April 1, 2027 unless terminated earlier in accordance with

its terms or extended by mutual written agreement.

For the period beginning on the day following the date of the termination of the Company’s

previous letter agreement, dated April 21, 2022, between the Company and Mr.

Fairbanks (the “Prior Kyle Fairbanks Agreement”),

and ending on April 1, 2027, the Company will pay Mr.

Fairbanks an annual salary of $240,000.

Pursuant to the New Kyle Fairbanks Agreement,

the Company also paid Mr.

Fairbanks a cash bonus of $10,000 on April 1, 2025.

Fairbanks will also be eligible to receive an annual cash bonus as determined by the board or the Compensation Committee.

Subject to the approval by the Company’s stockholders of an amendment to the Plan to increase the number of shares of Class B Common

Stock available for grant under the Plan, and further subject to the approval of the board or the Compensation Committee, Mr.

will be granted an award of shares of Class B Common Stock under the Plan in an amount to be determined by the board or the Compensation

Committee pursuant to a restricted stock award agreement (the “Fairbanks Award Agreement”).

The shares will vest equally

over two years on each anniversary of the Fairbanks Award Agreement subject to Mr.

Fairbanks will also be eligible to receive an annual

cash bonus as determined by the board or the Compensation Committee.

Subject to the approval by the Company’s stockholders

of an amendment to the Plan to increase the number of shares of Existing Class B Common Stock available for grant under the Plan, and

further subject to the approval of the board or the Compensation Committee, Mr.

Fairbanks will be granted an award of shares of Existing

Class B Common Stock under the Plan in an amount to be determined by the board or the Compensation Committee pursuant to a restricted

stock award agreement (the “Fairbanks Award Agreement”).

The shares will vest equally over two years on each anniversary of

the Fairbanks Award Agreement subject to Mr.

Fairbanks’s continuous service.

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

shares will vest immediately.

The Fairbanks Award Agreement will also contain non-competition and non-solicitation provisions.

New Kyle Fairbanks Agreement, Mr.

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

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

The New Kyle Fairbanks Agreement also

contains certain confidentiality provisions.

The Company may terminate Mr.

Fairbanks for “cause” as defined in the New Kyle

Fairbanks Agreement.

If the Company terminates Mr.

Fairbanks without cause, the Company will be required to pay Mr.

Fairbanks a separation

fee of $240,000.

On March 27, 2025, the Company entered into a

letter agreement between the Company and Arman Sarkhani, the Company’s Chief Operating Officer, dated as of March 27, 2025 (the

“New Arman Sarkhani Agreement”).

Under the New Arman Sarkhani Agreement, Mr.

Sarkhani will remain employed by the Company

for a term that began on April 1, 2025 and will end on April 1, 2027 unless terminated earlier in accordance with its terms or extended

by mutual written agreement.

For the period beginning on the day following the date of the termination of the letter agreement between

the Company and Mr.

Sarkhani, dated as of April 21, 2022, and ending on April 1, 2027, the Company will pay Mr.

Sarkhani an annual salary

Pursuant to the New Arman Sarkhani Agreement, the Company also paid Mr.

Sarkhani a cash bonus of $10,000 on April 1, 2025.

Sarkhani will also be eligible to receive an annual cash bonus as determined by the board or the Compensation Committee.

to the approval by the Company’s stockholders of an amendment to the Plan to increase the number of shares of Class B Common Stock

available for grant under the Plan, and further subject to the approval of the board or the Compensation Committee, Mr.

Sarkhani will

be granted an award of shares of Existing Class B Common Stock under the Plan in an amount to be determined by the board or the Compensation

Committee pursuant to a restricted stock award agreement (the “Arman Sarkhani Award Agreement”).

The shares will vest equally

over two years on each anniversary of the Arman Sarkhani Award Agreement subject to Mr.

Sarkhani’s continuous service.

Upon a change

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

The Fairbanks Award Agreement will also contain non-competition and

non-solicitation provisions.

Under the New Kyle Fairbanks Agreement, Mr.

Fairbanks will be eligible to participate in standard benefits

The Arman Sarkhani Award Agreement will also contain non-competition

and non-solicitation provisions.

Under the New Arman Sarkhani Agreement, Mr.

Sarkhani will be eligible to participate in standard benefits

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

The New Kyle Fairbanks Agreement also contains certain confidentiality provisions.

The New Arman Sarkhani Agreement also contains certain confidentiality provisions.

The Company may terminate Mr.

for “cause” as defined in the New Kyle Fairbanks Agreement.

“cause” as defined in the New Arman Sarkhani Agreement.

If the Company terminates Mr.

Fairbanks without cause, the Company

Sarkhani without cause, the Company

will be required to pay Mr.

Fairbanks a separation fee of $240,000.

March 27, 2025, the Company entered into an engagement letter between the Company and Michael Gaubert, the Company’s Executive

Chairman, dated as of March 27, 2025 (the “New Gaubert Agreement”).

Sarkhani a separation fee of $150,000.

On March 27, 2025, the Company entered into an engagement letter between

the Company and Michael Gaubert, the Company’s Executive Chairman, dated as of March 27, 2025 (the “New Gaubert Agreement”).

Under the New Gaubert Agreement, Mr.

Gaubert will continue

to provide services to the Company for a term that will begin on April 1, 2025 and will end on April 1, 2027 unless terminated earlier

in accordance with its terms or extended by mutual written agreement.

For the period beginning on the day following the date of the termination

of the Company’s previous engagement letter, dated April 21, 2022, between the Company and Mr.

Gaubert (the “Prior Gaubert

Agreement”), and ending on April 1, 2027, the Company will pay Mr.

Gaubert a monthly fee of $20,000.

Pursuant to the New Gaubert

Agreement, the Company will also pay Mr.

Gaubert will continue to provide services to the Company for a term that began on April 1, 2025 and

will end on April 1, 2027 unless terminated earlier in accordance with its terms or extended by mutual written agreement.

For the period

beginning on the day following the date of the termination of the Company’s previous engagement letter, dated April 21, 2022, between

the Company and Mr.

Gaubert (the “Prior Gaubert Agreement”), and ending on April 1, 2027, the Company will pay Mr.

a monthly fee of $20,000.

Pursuant to the New Gaubert Agreement, the Company also paid Mr.

Gaubert an immediate cash fee of $75,000.

Gaubert will be eligible to receive additional

cash payments as determined by the Company.

Gaubert will also be reimbursed for all preapproved costs and expenses reasonably incurred

in the performance of his services to the Company.

Subject to the approval by the Company’s stockholders of an amendment to the

Plan to increase the number of shares of Class B Common Stock available for grant under the Plan, and further subject to the approval

of the board or the Compensation Committee, Mr.

Gaubert will be granted an award of shares of Class B Common Stock under the Plan in

an amount to be determined by the board or the Compensation Committee pursuant to a restricted stock award agreement (the “Gaubert

Award Agreement”).

The shares will vest equally over two years on each anniversary of the Gaubert Award Agreement subject to Mr.

Gaubert will be eligible to receive additional cash payments as determined by the Company.

Gaubert will also be reimbursed for all

preapproved costs and expenses reasonably incurred in the performance of his services to the Company.

Subject to the approval by the Company’s

stockholders of an amendment to the Plan to increase the number of shares of Existing Class B Common Stock available for grant under the

Plan, and further subject to the approval of the board or the Compensation Committee, Mr.

Gaubert will be granted an award of shares of

Existing Class B Common Stock under the Plan in an amount to be determined by the board or the Compensation Committee pursuant to a restricted

stock award agreement (the “Gaubert Award Agreement”).

The shares will vest equally over two years on each anniversary of

the Gaubert Award Agreement subject to Mr.

Gaubert’s continuous service.

The Gaubert Award Agreement will also contain non-competition and non-solicitation provisions.

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

Under the New Gaubert Agreement, Mr.

Gaubert will be eligible

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

and generally applicable Company policies.

The New Gaubert Agreement also contains certain confidentiality provisions.

The New Gaubert

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

However, if either party breaches a material

obligation under the New Gaubert Agreement, and such breach continues for a period of ten days after the other party notifies the breaching

party, the New Gaubert Agreement may be terminated immediately by notice to the breaching party.

In addition, if the Company commits

such a breach, or the Company terminates Mr.

The Gaubert Award Agreement will also contain non-competition

and non-solicitation provisions.

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

Under the New Gaubert

Agreement, Mr.

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

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

The New Gaubert Agreement also contains certain confidentiality

The New Gaubert Agreement may be terminated by either party upon 30 days’ advance written notice.

However, if either

party breaches a material obligation under the New Gaubert Agreement, and such breach continues for a period of ten days after the other

party notifies the breaching party, the New Gaubert Agreement may be terminated immediately by notice to the breaching party.

if the Company commits such a breach, or the Company terminates Mr.

Gaubert in the absence of a material breach by Mr.

Gaubert under the New Gaubert Agreement,

then any shares granted will vest immediately, any shares due will be granted and vest immediately, and the Company will be required

Gaubert under the

New Gaubert Agreement, then any shares granted will vest immediately, any shares due will be granted and vest immediately, and the Company

will be required to pay Mr.

Gaubert a separation fee of $240,000.

of the executive officers named above was required to sign an Employee Confidential Information and Inventions Assignment Agreement or

an Independent Contractor Confidential Information and Inventions Assignment Agreement which prohibits unauthorized use or disclosure

of the Company’s proprietary information, contains a general assignment of rights to inventions and intellectual property rights,

non-competition provisions that apply during the term of employment or services, non-solicitation provisions that apply during the term

of employment or services and for one year after the term of employment or services, and non-disparagement provisions that apply during

and after the term of employment or services.

Placements of Series A Preferred Stock

a Securities Purchase Agreement, dated as of May 24, 2024, as amended by a First Amendment to Securities Purchase Agreement, dated as

of June 13, 2024 (as amended, the “Ionic Purchase Agreement”), between the Company and Ionic Ventures, LLC, a California

limited liability company (“Ionic”), the Company agreed to the issuance and sale of up to 330 shares of the Company’s

newly designated Series A Preferred Stock for maximum gross proceeds of $3,000,000.

On March 27, 2025, the Company entered into a letter agreement, dated

as of March 27, 2025, between the Company and Jackson Fairbanks, the Company’s Director of Socials and former Chief Marketing Officer

(the “New Jackson Fairbanks Agreement”).

Under the New Jackson Fairbanks Agreement, Mr.

Fairbanks will remain employed by

the Company for a term that began on April 1, 2025 and will end on April 1, 2027 unless terminated earlier in accordance with its terms

or extended by mutual written agreement.

For the period beginning on the day following the date of the termination of the Company’s

previous letter agreement between the Company and Jackson Fairbanks, dated as of April 21, 2022, and ending on April 1, 2027, the Company

Fairbanks an annual salary of $125,000.

Pursuant to the New Jackson Fairbanks Agreement, the Company also paid Mr.

a cash bonus of $10,000 on April 1, 2025.

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

or the Compensation Committee.

Subject to the approval by the Company’s stockholders of an amendment to the Plan to increase the

number of shares of Existing Class B Common Stock available for grant under the Plan, and further subject to the approval of the board

or the Compensation Committee, Mr.

Fairbanks will be granted an award of shares of Existing Class B Common Stock under the Plan in an

amount to be determined by the board or the Compensation Committee pursuant to a restricted stock award agreement (the “Jackson

Fairbanks Award Agreement”).

The shares will vest equally over two years on each anniversary of the Jackson Fairbanks Award Agreement

subject to Mr.

Fairbanks’s continuous service.

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

The Jackson Fairbanks Award Agreement will also contain non-competition and non-solicitation provisions.

Under the New Jackson Fairbanks

Agreement, Mr.

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

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

The New Jackson Fairbanks Agreement also contains

certain confidentiality provisions.

The Company may terminate Mr.

Fairbanks for “cause” as defined in the New Jackson Fairbanks

If the Company terminates Mr.

Fairbanks without cause, the Company will be required to pay Mr.

Fairbanks a separation fee of

Under the letter agreement between the Company and Jason Lee, the Company’s

Chief Technology Officer, dated as of November 10, 2023 (the “Lee Agreement”), the term of the agreement commenced as of November

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

During the term of the Lee Agreement,

the Company will pay Mr.

Lee an annual salary of $100,000.

Pursuant to the Lee Agreement, the Company entered into its standard form of

restricted stock award agreement with Mr.

Lee granting restricted stock under the Plan in the amount of 35,400 shares of Class B Common

Stock subject to vesting as to one-fourth of the total granted shares on each of the first four six-month anniversaries of the grant date.

Under the Lee Agreement, Mr.

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

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

The Lee Agreement also contains certain

confidentiality provisions.

Lee may terminate the Lee Agreement at will.

Each of the executive officers named above was

required to sign an Employee Confidential Information and Inventions Assignment Agreement or an Independent Contractor Confidential Information

and Inventions Assignment Agreement which prohibits unauthorized use or disclosure of the Company’s proprietary information, contains

a general assignment of rights to inventions and intellectual property rights, non-competition provisions that apply during the term of

employment or services, non-solicitation provisions that apply during the term of employment or services and for one year after the term

of employment or services, and non-disparagement provisions that apply during and after the term of employment or services.

Private Placements of Series A Preferred

Under a Securities Purchase

Agreement, dated as of May 24, 2024, as amended by a First Amendment to Securities Purchase Agreement, dated as of June 13,

2024 (as amended, the “Ionic Purchase Agreement”), between the Company and Ionic Ventures, LLC, a California limited liability

company (“Ionic”), the Company agreed to the issuance and sale of up to 330 shares of the Company’s newly designated

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

The shares of the Series A Preferred Stock are convertible

into shares of Class B Common Stock.

Pursuant to the Ionic 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.

first closing (the “First Ionic 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.

The second closing (the “Second Ionic Closing”), for the issuance and sale of 165

shares of Series A Preferred Stock for gross proceeds of $1,500,000, was required to occur on the first business day on which the conditions

specified in the Ionic Purchase Agreement for the Second Ionic Closing were satisfied or waived, including the filing and effectiveness

of the First Registration Statement (as defined below) and the effectiveness of the Stockholder Approval (as defined below).

29, 2024, the conditions to the occurrence of the Second Ionic Closing were met.

As a result, on July 29, 2024, the Company issued and

sold 165 shares of Series A Preferred Stock to Ionic for gross proceeds of $1,500,000.

Company has received confirmation from Ionic that it will invest up to an additional $3 million upon request by the Company.

investment will be subject to the negotiation and entry into additional or amended definitive agreements.

Rights Agreement

connection with the Ionic Purchase Agreement, the Company agreed to provide certain registration rights to Ionic, pursuant to the Registration

Rights Agreement, dated as of May 24, 2024, between the Company and Ionic (the “Ionic Registration Rights Agreement”).

Ionic Registration Rights Agreement provides for the registration for resale of any and all shares of Class B Common Stock issuable to

Ionic with respect to the shares of Series A Preferred Stock under the Ionic Purchase Agreement (the “Registrable Conversion Shares”).

Within the later of 15 calendar days of the First Ionic Closing or May 24, 2024, the Company was required to file a registration statement

(the “First Registration Statement”) for the offer and resale of the maximum number of Registrable Conversion Shares permitted

to be covered in accordance with applicable SEC rules, regulations and interpretations.

The First Registration Statement was required

to be declared effective within 45 days of the First Ionic Closing, or 90 days if the First Registration Statement received a review.

Pursuant to these requirements, a Registration Statement on Form S-1 (File No.

333-280020), was originally filed by the Company with

the SEC on June 7, 2024, and as amended, was filed to register the offer and resale of 385,894 shares of Class B Common Stock, which

was considered the maximum number of Registrable Conversion Shares permitted to be covered in accordance with applicable SEC rules, regulations

and interpretations, and was declared effective by the SEC on July 24, 2024.

Following the Second Ionic Closing, which occurred on July

29, 2024, for the issuance and sale of an additional 165 shares of Series A Preferred Stock for gross proceeds of $1,500,000, the Company

was required to file a registration statement (the “Second Registration Statement”) within 45 days of the Second Ionic Closing

for the offer and resale of the maximum number of Registrable Conversion Shares permitted to be covered in accordance with applicable

SEC rules, regulations and interpretations.

The Second Registration Statement was required to be declared effective within 45 days of

the Second Ionic Closing, or 90 days if the Second Registration Statement received a review.

Pursuant to these requirements, a Registration

Statement on Form S-1 (File No.

333-281438), was originally filed by the Company with the SEC on August 9, 2024, and as amended, was

filed to register the offer and resale of 482,120 shares of Class B Common Stock, which was considered the maximum number of Registrable

Conversion Shares permitted to be covered in accordance with applicable SEC rules, regulations and interpretations, and was declared

effective by the SEC on September 11, 2024.

the event the number of shares of Class B Common Stock available under the First Registration Statement and the Second Registration Statement

is insufficient to cover all of the Registrable Conversion Shares, the Company will be required to file at least one additional registration

statement (each of such additional registration statement, the First Registration Statement, and the Second Registration Statement, and

collectively, the “Registration Statement”) within 14 days of the date that the necessity arises and that such additional

Registration Statement may be filed under SEC rules to cover such Registrable Conversion Shares up to the maximum permitted to be covered

under SEC rules, which must be made effective within 45 days of such date, or 90 days if such additional Registration Statement receives

Any failure to meet the filing deadline for either the First Registration Statement or the Second Registration Statement (“Filing

Failure”) would have resulted in liquidated damages of 20,000 shares of Class B Common Stock.

Any failure to meet the effectiveness

deadline for any Registration Statement (“Effectiveness Failure”) will result in liquidated damages of 20,000 shares of Class

B Common Stock.

Each of the shares issuable upon a Filing Failure or an Effectiveness Failure must also be covered by a Registration

Statement to the same extent as the Registrable Conversion Shares.

The Company will be required to use its best efforts to keep each

Registration Statement effective until all such shares of Class B Common Stock are sold or may be sold without restriction pursuant to

Rule 144 under the Securities Act (“Rule 144”), and without the requirement for us to be in compliance with the current public

information requirement under Rule 144.

of Series A Convertible Preferred Stock under Certificate of Designation and Securities Purchase Agreement

to the Ionic Purchase Agreement, on May 24, 2024, the Company filed a Certificate of Designation of Series A Convertible Preferred Stock

of the Company with the Secretary of State of the State of Nevada (the “Initial Certificate of Designation”), as amended

by the Certificate of Amendment to Designation (the “First Designation Amendment”) filed with the Secretary of State of the

State of Nevada on June 14, 2024, as amended by the Certificate of Amendment to Designation (the “Second Designation Amendment”)

filed with the Secretary of State of the State of Nevada on September 4, 2024 at 9:58 AM Pacific Daylight Time, as amended by the Certificate

of Amendment to Designation (the “Third Designation Amendment”) filed with the Secretary of State of the State of Nevada

on September 4, 2024 at 11:38 AM Pacific Daylight Time (as amended, the “Series A Certificate of Designation”), designating

660 shares of the Company’s preferred stock as “Series A Convertible Preferred Stock,” $0.0001 par value per share,

and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Series A Preferred

Each share of Series A Preferred Stock has an initial stated value (“Stated Value”) of $10,000 per share.

Series A Preferred Stock ranks senior to all other capital stock of the Company with respect to the payment of dividends, distributions

and payments upon the liquidation, dissolution and winding up 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 at the Company’s

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

of Designation) occurs until such Triggering Event, if curable, is cured).

Dividends will be payable upon conversion or redemption of

the Series A Preferred Stock.

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

Period (as defined in the Series A Certificate of Designation).

holder of Series A Preferred Stock may not convert the Series A Preferred Stock into Class B Common Stock to the extent that such conversion

would cause such holder’s beneficial ownership of Class B Common Stock to exceed 4.99% of the outstanding Class B Common Stock

immediately after conversion, which may be increased by the holder to up to 9.99% upon no fewer than 61 days’ prior notice (the

“Series A Beneficial Ownership Limitation”).

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 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, and subject to the holder’s compliance with other

applicable procedural requirements for conversion.

Holders of Series A Preferred Stock are not prohibited from delivering a Conversion

Notice (as defined by the Series A Certificate of Designation) while another Conversion Notice remains outstanding.

Series A Certificate of Designation provides that the Conversion Price may not be lower than a floor price (the “Floor Price”)

of $0.4275 per share, subject to adjustment for stock splits and similar transactions.

If the Conversion Price would be less than the

Floor Price, then, subject to the terms and conditions of the Series A Certificate of Designation, the Stated Value will automatically

increase in the manner provided pursuant to the Series A Certificate of Designation, as described in the following paragraph.

A Preferred Stock also may not be converted except to the extent that the shares of Class B Common Stock issuable upon such conversion

may be resold pursuant to Rule 144 or an effective and available registration statement.

a conversion of Series A Preferred Stock would have resulted in the issuance of an amount of shares of Class B Common Stock exceeding

19.99% of the Company’s common stock outstanding as of the date of the signing of the related binding agreement, which number of

shares would be reduced, on a share-for-share basis, by the number of shares of common stock issued or issuable pursuant to any transaction

or series of transactions that may be aggregated with the transactions contemplated by the Series A Certificate of Designation under

applicable rules of Nasdaq, including Nasdaq Listing Rule 5635(d) (such amount, the “Exchange Limitation”), the Conversion

Price would have been required to be at least equal to the price (the “Minimum Price”) that would be the lower of the last

closing price of the stock immediately preceding the signing of the related binding agreement and the average closing price for the five

Trading Days (as defined below) immediately preceding the signing of the related binding agreement, before the effectiveness of the approval

of such number of the holders of the outstanding shares of the Company’s voting securities as required by the Bylaws of the Company

(the “Bylaws”) and the Nevada Revised Statutes (the “NRS”), to ratify and approve all of the transactions contemplated

by the Transaction Documents (as defined in the Ionic Purchase Agreement), including the issuance of all of the shares of Series A Preferred

Stock and shares of Class B Common Stock upon conversion of the shares of Series A Preferred Stock, all as may be required by the applicable

rules and regulations of The Nasdaq Capital Market tier of Nasdaq (or any successor entity) (the “Stockholder Approval”).

In the event that the Conversion Price on a Conversion Date (as defined in the Series A Certificate of Designation) would have been less

than the applicable Minimum Price or the Floor Price if not for the immediately preceding sentence, then, upon any conversion of shares

of Series A Preferred Stock, the Stated Value will automatically be increased by an amount equal to the product obtained by multiplying

(A) the higher of (I) the highest price that the Class B Common Stock trades at on the Trading Day immediately preceding the Conversion

Date and (II) the applicable Conversion Price and (B) the difference obtained by subtracting (I) the number of shares of Class B Common

Stock delivered (or to be delivered) to the holder on the applicable Conversion Date with respect to such conversion of shares of Series

A Preferred Stock from (II) the quotient obtained by dividing (x) the Stated Value (plus any accrued but unpaid dividends and other amounts

due on such shares) of the Series A Preferred Stock being converted that the holder has elected to be the subject of the applicable conversion,

by (y) the applicable Conversion Price.

Ionic Purchase Agreement required that the Company obtain the Stockholder Approval, by the prior written consent of the requisite stockholders

as required by the Bylaws and the NRS, to ratify and approve all of the transactions contemplated by the Transaction Documents, including

the issuance of all of the shares of Series A Preferred Stock and shares of Class B Common Stock issuable upon conversion of such shares

pursuant to the Ionic Purchase Agreement, all as may be required by the applicable rules and regulations of The Nasdaq Capital Market

tier of Nasdaq (or any successor entity).

The Ionic Purchase Agreement and the Series A Certificate of Designation further required that

the Company file a Preliminary Information Statement on Schedule 14C with the SEC within 10 days of the date of the First Ionic Closing

followed by the filing of a Definitive Information Statement on Schedule 14C with the SEC within 20 days of the date of the First Ionic

Closing, or within 45 days of the date of the First Ionic Closing if delayed due to a court or regulatory agency, including but not limited

to the SEC, which was required to disclose the Stockholder Approval.

In accordance with the rules of the SEC, the Stockholder Approval

was required to become effective 20 days after the Definitive Information Statement was sent or given in accordance with SEC rules.

accordance with the requirements and provisions described above, on May 24, 2024, the Company obtained the execution of a written consent

in lieu of a special meeting of a majority of the voting power of the stockholders of the Company approving a resolution approving the

issuance of Class B Common Stock in aggregate in excess of the limitations provided by Nasdaq Listing Rule 5635(d), including that an

amount of shares of Class B Common Stock equal to or greater than 20% of the total common stock or voting power outstanding on the date

of the Series A Certificate of Designation may be issued pursuant to the Series A Certificate of Designation at a price that may be less

than the Minimum Price.

On May 31, 2024, the Company filed a Preliminary Information Statement on Schedule 14C with the SEC.

13, 2024, the Company filed a Definitive Information Statement on Schedule 14C with the SEC disclosing such written consent.

20 th day following actions meeting these and other applicable requirements, the Company is permitted to issue more than the

limited number of shares as defined by the Exchange Limitation, at a Conversion Price that may be below the Minimum Price.

the Ionic Purchase Agreement, if the closing price of the Class B Common Stock falls below $3.75 per share, the holder’s total

sales of Class B Common Stock will be restricted.

The holder may only sell either the greater of $25,000 per Trading Day or 15% of the

daily trading volume of the Class B Common Stock reported by Bloomberg, LP, until the closing price exceeds $3.75.

“Trading Day”

is defined as a day on which the principal trading market for the Class B Common Stock is open for trading for at least six hours.

addition, while any of the shares of Series A Preferred Stock are outstanding, if the closing price of the Class B Common Stock is equal

to or less than $0.4275 per share for a period of ten consecutive Trading Days, then the Company will promptly take all corporate action

necessary to authorize a reverse stock split of the Class B Common Stock by a ratio equal to or greater than 300% of the quotient obtained

by dividing $0.4275 by the lowest closing price of the Class B Common Stock during such ten-Trading Day period, including calling a special

meeting of stockholders to authorize such reverse stock split or obtaining written consent for such reverse stock split, and voting the

management shares of the Company in favor of such reverse stock split.

Series A Preferred Stock will automatically convert to Class B Common Stock upon the 24-month anniversary of the initial issuance date

of the Series A Preferred Stock.

Company will have the right at any time to redeem all or any portion of the Series A Preferred Stock then outstanding at a price equal

to 110% of the Stated Value plus any accrued but unpaid dividends and other amounts due.

of the Series A Preferred Stock will generally have the right to vote on an as-converted basis with the Class B Common Stock, subject

to the Series A Beneficial Ownership Limitation.

the Ionic Purchase Agreement, the Company generally may not sell securities in a financing transaction while Ionic beneficially owns

any shares of Series A Preferred Stock or common stock until the end of the 30-day period following the initial date of the effectiveness

of each Registration Statement or during any Alternate Conversion Measuring Period.

In addition, the Company may not file any other registration

statement or any offering statement under the Securities Act, other than a registration statement on Form S-8 or supplements or amendments

to registration statements that were filed and effective as of the date of the Ionic Purchase Agreement (solely to the extent necessary

to keep such registration statements effective and available and not with respect to any Subsequent Placement (as defined by the Ionic

Purchase Agreement)), unless each of the First Registration Statement and the Second Registration Statement is effective and the respective

prospectuses are available for use, or the outstanding shares of Series A Preferred Stock and underlying shares of Class B Common Stock

may be resold without limitation under Rule 144.

Additionally, the Company may not, directly or indirectly, redeem, or declare or pay

any cash dividend or distribution on, any securities of the Company without the prior express written consent of Ionic (other than as

required by the Series A Certificate of Designation).

of March 31, 2025, all 330 shares of Series A Preferred Stock outstanding had been converted into a total of 7,970,848 shares of Class

B Common Stock, of which 2,158,882 were held in abeyance pursuant to the Series A Beneficial Ownership Limitation.

to Boustead Securities, LLC

connection with each of the First Ionic Closing and the Second Ionic Closing, pursuant to 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) (the “Underwriting Agreement”),

the Company was required to pay Boustead a fee equal to 7% of the aggregate purchase price and a non-accountable expense allowance equal

to 1% of the aggregate purchase price for the Series A Preferred Stock.

On the date of the First Ionic Closing, we therefore paid Boustead

a total amount of $120,000.

In addition, the Company was required to issue a warrant to Boustead 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 First Ionic Closing at the initial Conversion Price of $3.75 per share (the “May 2024 Boustead

into shares of Existing Class B Common Stock.

Pursuant to the Ionic Purchase Agreement, the Company was 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 Ionic 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 Ionic Closing”), for the issuance and sale of 165 shares of Series A Preferred Stock for gross proceeds

of $1,500,000, was required to occur on the first business day on which the conditions specified in the Ionic Purchase Agreement for the

Second Ionic Closing were satisfied or waived.

On July 29, 2024, the conditions to the occurrence of the

Second Ionic Closing were met.

As a result, on July 29, 2024, the Company issued and sold 165 shares of Series A Preferred Stock to Ionic

for gross proceeds of $1,500,000.

has received confirmation from Ionic that it will invest up to an additional $3 million upon request by the Company.

Any such investment

will be subject to the negotiation and entry into additional or amended definitive agreements.

Compensation to Boustead

Securities, LLC

In connection with each

of the First Ionic Closing and the Second Ionic Closing, pursuant to 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) (the “Underwriting Agreement”), the Company was

required to pay Boustead a fee equal to 7% of the aggregate purchase price and a non-accountable expense allowance equal to 1% of the

aggregate purchase price for the Series A Preferred Stock.

On the date of the First Ionic Closing, we therefore paid Boustead a total

amount of $120,000.

In addition, the Company was required to issue a warrant to Boustead for the purchase of 30,800 shares of Existing

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

of Series A Preferred Stock sold at the First Ionic Closing at the initial Conversion Price of $3.75 per share (the “May 2024 Boustead

On the date of the Second Ionic Closing, we paid Boustead a total amount of $120,000.

In addition, on the date of the

Second Ionic Closing, the Company was required to issue a warrant to Boustead 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 Ionic Closing at the initial Conversion Price of $3.75 per share (the “July 2024 Boustead Warrant”).

to an Assignment and Assumption Agreement, dated as of July 30, 2024, among Boustead, Sutter Securities, Inc., a registered broker-dealer

and an affiliate of Boustead (“Sutter”), and the Company (the “First July 2024 Boustead Warrant Assignment Agreement”),

all of the rights to the July 2024 Boustead Warrant were assigned by Boustead to Sutter.

Second Ionic Closing, the Company was required to issue a warrant to Boustead for the purchase of 30,800 shares of Existing Class B Common

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

A Preferred Stock sold at the Second Ionic Closing at the initial Conversion Price of $3.75 per share (the “July 2024 Boustead Warrant”).

Pursuant to an Assignment

and Assumption Agreement, dated as of July 30, 2024, among Boustead, Sutter Securities, Inc., a registered broker-dealer and an affiliate

of Boustead (“Sutter”), and the Company (the “First July 2024 Boustead Warrant Assignment Agreement”), all of

the rights to the July 2024 Boustead Warrant were assigned by Boustead to Sutter.

Pursuant to an Assignment and Assumption Agreement,

1 unchanged sentence

Jacks (the “Warrant Assignee”), Boustead, and the Company (the “Second

July 2024 Boustead Warrant Assignment Agreement”), all of the rights to the July 2024 Boustead Warrant were assigned by Sutter

to the Warrant Assignee, a registered representative of Sutter.

Pursuant to the First July 2024 Boustead Warrant Assignment Agreement

and the Second July 2024 Boustead Warrant Assignment Agreement, the July 2024 Boustead Warrant was cancelled, and a warrant (the “July

July 2024 Boustead Warrant Assignment Agreement”), all of the rights to the July 2024 Boustead Warrant were assigned by Sutter to

the Warrant Assignee, a registered representative of Sutter.

Pursuant to the First July 2024 Boustead Warrant Assignment Agreement and

the Second July 2024 Boustead Warrant Assignment Agreement, the July 2024 Boustead Warrant was cancelled, and a warrant (the “July

2024 Assignee Warrant”) was issued to the Warrant Assignee.

The terms of the July 2024 Assignee Warrant are identical to those

of the July 2024 Boustead Warrant.

May 2024 Boustead Warrant and the July 2024 Boustead Assignee Warrant have an exercise price of $3.75 per share, subject to adjustment,

five-year terms, and cashless exercise and piggyback registration rights.

Sales Agreement

September 27, 2024, the Company entered into the ATM Sales Agreement with the Sales Agent.

Under the terms of the ATM Sales Agreement,

the Company may, from time to time, in transactions that are deemed to be “at the market offerings” as defined in Rule 415

under 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 (the “ATM Shares”).

The issuance and sale of the ATM Shares to or through the Sales

Agent from time to time will be effected pursuant to the Shelf Registration Statement and the prospectus supplement filed by the Company

with the SEC on September 30, 2024 relating to the offering of the ATM Shares and the accompanying base prospectus.

In November 2024

and January 2025, the Company filed additional prospectus supplements to the Shelf Registration Statement to increase the maximum gross

proceeds to $5,489,399.

to the ATM Sales Agreement, the Company may issue and sell the ATM Shares from time to time through or to the Sales Agent, acting as

sales agent or principal, subject to the terms and conditions of the ATM Sales Agreement.

The Company may instruct the Sales Agent to

make such sales, and the Sales Agent, as agent, will use its commercially reasonable efforts to sell the ATM Shares within the parameters

set forth in the Company’s notice to sell, and subject to the satisfaction of the Company’s obligations as set forth in the

The terms of the July 2024 Assignee Warrant were identical to those of

the July 2024 Boustead Warrant.

The May 2024 Boustead

Warrant and the July 2024 Boustead Assignee Warrant had an exercise price of $3.75 per share, subject to adjustment, five-year terms,

and cashless exercise and piggyback registration rights.

The May 2024 Boustead Warrant and the July 2024 Boustead Assignee Warrant were

each fully exercised on a cashless basis.

ATM Financing

ATM Sales Agreement

The Company will designate the parameters within which the ATM Shares must be sold, including at a minimum the number

to be sold, the time period during which sales are requested to be made, any limitation on the number of the ATM Shares that may be sold

in any one trading day, and any minimum price below which sales may not be made.

The Company has no obligation to sell, and the Sales

Agent is not obligated to buy or sell, any of the ATM Shares under the ATM Sales Agreement and may at any time suspend offers under the

ATM Sales Agreement or terminate the ATM Sales Agreement as provided for in the ATM Sales Agreement.

The offering of the ATM Shares pursuant

to the related prospectus supplements to the Shelf Registration Statement and the accompanying base prospectus will terminate upon the

earlier of (i) the sale of the ATM Shares pursuant to such prospectus supplement and accompanying base prospectus having an aggregate

sales price of $5,489,399, and (ii) the termination by the Company or the Sales Agent of the ATM Sales Agreement pursuant to its terms.

Sales Agent may sell ATM Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule

415 under the Securities Act.

otherwise agreed between the Company and the Sales Agent, settlement for sales of the ATM Shares will occur on the first trading day

following the date on which any sales are made.

Sales of the ATM Shares will be settled through the facilities of The Depository Trust

Company or by such other means as the Company and the Sales Agent may agree.

There is no arrangement for funds to be received in an escrow,

trust or similar arrangement.

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

to the ATM Sales Agreement.

Pursuant to the terms of the ATM 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 ATM 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.

of the Company and the Sales Agent has the right, by giving written notice as specified in the ATM Sales Agreement, to terminate the

ATM Sales Agreement in its sole discretion at any time upon five (5) days’ prior written notice.

The Sales Agent also has the right

to terminate the ATM Sales Agreement at any time in certain circumstances, including in the event of the occurrence of a material adverse

change with respect to the Company, the failure of the Company to perform its obligations under the ATM Sales Agreement, any failure

to fulfill any condition to the obligations of the Sales Agent under the ATM Sales Agreement, or any suspension or limitation of trading

of the ATM Shares.

ATM Sales Agreement contains certain covenants, representations and warranties customary for an agreement of this type.

The Company agreed

to provide indemnification and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities

Quarterly Report on Form 10-Q does not constitute an offer to sell or the solicitation of an offer to buy, and the ATM Shares cannot

be sold in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to registration or qualification

under the securities laws of any state or jurisdiction.

Any offer will be made only by means of a prospectus, consisting of a prospectus

supplement and the accompanying base prospectus, forming a part of the effective registration statement.

and Consents to ATM Financing

a Waiver and Consent, dated as of September 20, 2024, between the Company and Ionic, as amended and restated by the Amended and Restated

Waiver and Consent, dated as of March 20, 2025, between the Company and Ionic (as amended, the “Ionic ATM Waiver”), Ionic

waived any prohibition, restriction or adverse adjustment that would otherwise apply to any action of the Company relating to the ATM

Financing under the Ionic Purchase Agreement or the Series A Certificate of Designation.

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 or consummate any transactions contemplated by any agreement relating to the ATM Financing, the filing of a prospectus supplement

to a prospectus contained in an effective registration statement that was filed under the Securities Act relating to the ATM Financing,

the announcement of the ATM Financing, the issuance, offer, sale, or grant of any shares of Class B Common Stock relating to the ATM

Financing, 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 the ATM Financing.

In addition, pursuant to the Ionic ATM Waiver, Ionic waived

any adjustment to the applicable Conversion Price, 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 the ATM Financing 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.

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 Boustead Engagement Letter and the Underwriting Agreement in relation

to an “at the market offering” (as defined in Rule 415(a)(4) under the Securities Act), of equity securities of up to $5

million (“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 Letter.

Company has determined that the Boustead Engagement Letter was superseded by the Underwriting Agreement with respect to the right of

first refusal provisions of the Boustead Engagement Letter.

The right of first refusal provisions under the Underwriting Agreement terminated

as of February 7, 2025.

Accounting Estimates

discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared

in accordance with generally accepted accounting principles in the United States.

The preparation of these financial statements requires

us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets

and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods.

estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances,

the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent

from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting

policies are described in more detail in the notes to our financial statements included with this Quarterly Report on Form 10-Q, we believe

that the following accounting policies are critical to understanding our historical and future performance, as these policies relate

to the more significant areas involving management’s judgments and estimates.

We believe our most critical accounting policies

and estimates relate to the following:

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 recoverable.

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

During the three months ended March 31, 2025 and 2024, 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.

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.

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

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

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.

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.

On September 27, 2024,

the Company entered into the ATM Sales Agreement with the Sales Agent.

Under the terms of the ATM Sales Agreement, the Company may, from

time to time, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under 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 Existing

Class B Common Stock (the “ATM Shares”).

The issuance and sale of the ATM Shares to or through the Sales Agent from time to

time will be effected pursuant to the Shelf Registration Statement and the prospectus supplement filed by the Company with the SEC on

September 30, 2024 relating to the offering of the ATM Shares and the accompanying base prospectus.

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.

Pursuant to the ATM Sales

Agreement, the Company may issue and sell the ATM Shares from time to time through or to the Sales Agent, acting as sales agent or principal,

subject to the terms and conditions of the ATM Sales Agreement.

The Company may instruct the Sales Agent to make such sales, and the Sales

Agent, as agent, will use its commercially reasonable efforts to sell the ATM Shares within the parameters set forth in the Company’s

notice to sell, and subject to the satisfaction of the Company’s obligations as set forth in the ATM Sales Agreement.

will designate the parameters within which the ATM Shares must be sold, including at a minimum the number to be sold, the time period

during which sales are requested to be made, any limitation on the number of the ATM Shares that may be sold in any one trading day, and

any minimum price below which sales may not be made.

The Company has no obligation to sell, and the Sales Agent is not obligated to buy

or sell, any of the ATM Shares under the ATM Sales Agreement and may at any time suspend offers under the ATM Sales Agreement or terminate

the ATM Sales Agreement as provided for in the ATM Sales Agreement.

The ATM Sales Agreement will automatically terminate upon the earlier

to occur of (i) issuance and sale of all of the ATM Shares to or through the Sales Agent on the terms and subject to the conditions set

forth therein and (ii) the expiration of the Shelf Registration Statement on the third anniversary of the initial effective date of the

Shelf Registration Statement pursuant to Rule 415(a)(5) under the Securities Act.

The Sales Agent may sell

ATM Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Securities

Unless otherwise agreed

between the Company and the Sales Agent, settlement for sales of the ATM Shares will occur on the first trading day following the date

on which any sales are made.

Sales of the ATM Shares will be settled through the facilities of The Depository Trust Company or by such

other means as the Company and the Sales Agent may agree.

There is no arrangement for funds to be received in an escrow, trust or similar

The Company will pay

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

Pursuant to the terms of the ATM 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 ATM 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.

Each of the Company and

the Sales Agent has the right, by giving written notice as specified in the ATM Sales Agreement, to terminate the ATM Sales Agreement

in its sole discretion at any time upon five (5) days’ prior written notice.

The Sales Agent also has the right to terminate the

ATM Sales Agreement at any time in certain circumstances, including in the event of the occurrence of a material adverse change with respect

to the Company, the failure of the Company to perform its obligations under the ATM Sales Agreement, any failure to fulfill any condition

to the obligations of the Sales Agent under the ATM Sales Agreement, or any suspension or limitation of trading of the ATM Shares.

The ATM Sales Agreement

contains certain covenants, representations and warranties customary for an agreement of this type.

The Company agreed to provide indemnification

and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act.

Since the commencement

of the ATM Financing and as of June 30, 2025, a total of 5,427,700 shares has been sold, for net proceeds to the Company of $4,830,647.56,

after paying $329,362 in compensation to the Sales Agent and the same amount to Boustead under the Boustead ATM Waiver.

This Quarterly Report

on Form 10-Q does not constitute an offer to sell or the solicitation of an offer to buy, and the ATM Shares cannot be sold in any state

or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities

laws of any state or jurisdiction.

Any offer will be made only by means of a prospectus, consisting of a prospectus supplement and the

accompanying base prospectus, forming a part of the effective registration statement.

Accounting Policies and Estimates

This discussion and analysis of our financial

condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted

accounting principles in the United States.

The preparation of these financial statements requires us to make estimates and assumptions

that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the

financial statements, as well as the reported expenses incurred during the reporting periods.

Our estimates are based on our historical

experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for

making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Actual results may

differ from these estimates under different assumptions or conditions.

While our significant accounting policies are described in more

detail in the notes to our financial statements included with this Quarterly Report on Form 10-Q, we believe that the following accounting

policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving

management’s judgments and estimates.

We believe our most critical accounting policies and estimates relate to the following:

Intangible Assets

Intangible assets acquired are recorded at fair

We test our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying

value of the assets may not be recoverable.

We test our indefinite-lived intangible assets for impairment annually or whenever events

or changes in circumstances indicate that the carrying value of the assets may not be recoverable.

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 charges.

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.

Capitalized development

costs are amortized on a straight-line basis over the estimated useful life of the software.

The capitalization and ongoing assessment

of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including,

but not limited to, technological and economic feasibility, and estimated economic life.

Impairment of Long-lived Assets Other Than

Long-lived assets with finite lives, primarily

property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes

in circumstances indicate that the carrying amount of an asset may not be recoverable.

If the estimated cash flows from the use of the

asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down

to its fair value.

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 and 2024 are as follows:

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

1 unchanged sentence

Recognition of revenue

Balance, March 31

per Share of Common Stock

Company has adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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.

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.

Earnings per Share

of Common Stock

The Company has adopted Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“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.

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.

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.

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.

Segment Reporting

The Company operates as one operating

8 unchanged sentences

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 Financial Accounting Standards Board 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 financial statements.

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

November 2024, the Financial Accounting Standards Board 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;

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.

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 statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

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 2. Management’s Discussion and Analysis