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Item 1. Financial Statements

2025-11-14 compared with 2025-08-05 · 640 added, 552 removed, 46 unchanged (96% of the section changed)

Financial Statements

ASSET ENTITIES INC.

UNAUDITED FINANCIAL STATEMENTS

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

December 31, 2024

Statements of Operations

Statements of Changes in Stockholder’s Equity

Statements of Cash Flows

Notes to Financial Statements

ASSET ENTITIES INC.

Balance Sheets

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except share and per share data)

September 30, 2025 December 31, 2024

(Successor) (Predecessor)

(unaudited) (audited)

Current assets:

Cash and cash equivalents $ 109,069 $ 6,155

Short-term investments — 16,755

Prepaid expenses 3,533 351

Other current assets 1,601 500

Total current assets 114,203 23,761

Non-Current Assets

Digital assets, at fair value 672,913 —

Property and equipment, net 816 951

Intangible asset

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Intangible assets, net 361 187

Right-of-use lease assets 4,141 1,786

Other non-current assets 142 1,512

Total assets $ 792,576 $ 28,197

Current liabilities:

Accounts payable and accrued liabilities

Contract liabilities

Compensation and benefits payable $ 357 $ 1,112

Accounts payable and other liabilities 9,186 2,227

Total current liabilities 9,543 3,339

Operating lease liabilities 3,604 1,516

Total liabilities 13,147 4,855

Commitments and contingencies

Stockholders’ equity:

Preferred Stock;

$ 0.0001 par value, 50,000,000 authorized

Series A Convertible Preferred Stock;

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

Common Stock;

$ 0.0001 par value, 40,000,000 authorized

Class A Common Stock;

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

Class B Common Stock;

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

Predecessor preferred stock, $ 0.00001 par value;

0 and 1,161,650 shares authorized, 0 and 1,158,802 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Predecessor Class A common stock, $ 0.00001 par value;

0 and 2,000,000 shares authorized, 0 and 2,000,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Predecessor Class B common stock, $ 0.00001 par value;

0 and 2,339,765 shares authorized, 0 and 400,970 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Successor Class A common stock, $ 0.001 par value;

444,000,000,000 and 0 shares authorized, 448,817,597 and 0 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Successor Class B common stock, $ 0.001 par value;

21,000,000,000 and 0 shares authorized, 218,035,473 and 0 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,047,185 —

Accumulated deficit ( 268,423 ) ( 49,146 )

( 16,330,381 )

( 12,006,357 )

Total stockholders’ equity 779,429 23,342

Total liabilities and stockholders' equity $ 792,576 $ 28,197

The accompanying notes are an integral part of these unaudited

condensed financial statements.

ASSET ENTITIES INC.

Statements of Operations

Three Months Ended

Six months ended

The accompanying notes are an integral part of these consolidated financial statements

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

Successor Predecessor

Period from September 12, 2025 to September 30, 2025 Period from July 1, 2025 to September 11, 2025 Three Months Ended September 30, 2024

Investment advisory fees $ 246 $ 1,283 $ 950

Other revenue 9 5 34

Total revenues 255 1,288 984

Operating expenses:

Contract labor

General and administrative

Management compensation

Fund management and administration 282 1,251 1,272

Employee compensation and benefits 18,720 3,151 2,182

General and administrative expense 445 871 4,404

Marketing and advertising 18 68 89

Depreciation and amortization 12 43 47

Total operating expenses 19,477 5,384 7,994

Loss from operations

( 2,692,310 )

( 1,726,537 )

( 4,349,406 )

( 3,113,441 )

Investment gains/(losses):

Net unrealized loss on digital assets ( 10,133 ) — —

Other derivative loss ( 14,731 ) — —

Net investment gains/(losses) ( 24,864 ) — —

Net operating loss ( 44,086 ) ( 4,096 ) ( 7,010 )

Other income/(expense):

Interest income

Interest expense

Total other income

Loss before income tax

( 2,664,611 )

( 1,726,537 )

( 4,288,829 )

( 3,113,441 )

Income taxes credit

$ ( 2,664,611 )

$ ( 1,726,537 )

$ ( 4,288,829 )

$ ( 3,113,441 )

Dividend on Series A Preferred Stock

Net loss attributable to common stockholders

$ ( 2,664,611 )

$ ( 1,726,537 )

$ ( 4,324,024 )

$ ( 3,113,441 )

Loss per share of common stock - basic and diluted

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

The accompanying notes are an integral part

of these unaudited condensed financial statements.

ASSET ENTITIES INC.

Statement of Stockholders’ Equity

For the six months ended June 30, 2025 and 2024

Series A Convertible

Preferred Stock

Balance - December 31, 2024

$ ( 12,006,357 )

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

Class B common stock for cash

Stock based compensation

Dividend declared - Series A Convertible Preferred stock

( 1,624,218 )

Balance - March 31, 2025

$ ( 13,665,770 )

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

Class B Common stock issued for cashless exercise of warrants

Stock based compensation

( 2,664,611 )

Balance - June 30, 2025

$ ( 16,330,381 )

ASSET ENTITIES INC.

Statement of Stockholders’ Equity

For the six months ended June 30, 2025 and 2024

Series A Convertible

Preferred Stock

Balance - December 31, 2023

$ ( 176,876 )

Other income 68 10 208

Transaction costs ( 7,484 ) ( 10,280 ) —

Goodwill and intangible asset impairment ( 140,785 ) — —

Total other income/(expense) ( 148,201 ) ( 10,270 ) 208

Net loss before income taxes ( 192,287 ) ( 14,366 ) ( 6,802 )

Income tax benefit/(expense) — — —

Net loss $ ( 192,287 ) $ ( 14,366 ) $ ( 6,802 )

Weighted average number of common shares outstanding:

872,349,183 2,325,783 2,225,816

Conversion from Class A to Class B common stock

Stock Based Compensation

872,349,183 2,325,783 2,225,816

Net loss per common share:

$ ( 0.22 ) $ ( 6.18 ) $ ( 3.06 )

Balance - March 31, 2024

$ ( 0.22 ) $ ( 6.18 ) $ ( 3.06 )

(1) Basic and diluted earnings per common share for Class A and Class B common stock are the same.

The accompanying notes are an integral part of these consolidated financial statements

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

Successor Predecessor

Period from September 12, 2025 to September 30, 2025 Period from January 1, 2025 to September 11, 2025 Nine Months Ended September 30, 2024

Investment advisory fees $ 246 $ 4,187 $ 2,560

Other revenue 9 35 55

Total revenues 255 4,222 2,615

Operating expenses:

Fund management and administration 282 4,250 3,488

Employee compensation and benefits 18,720 7,222 6,465

General and administrative expense 445 4,229 10,040

Marketing and advertising 18 231 443

Depreciation and amortization 12 149 141

Total operating expenses 19,477 16,081 20,577

Investment gains/(losses):

Net unrealized loss on digital assets ( 10,133 ) — —

Other derivative loss ( 14,731 ) — —

Net investment gains/(losses) ( 24,864 ) — —

Net operating loss ( 44,086 ) ( 11,859 ) ( 17,962 )

Other income/(expense):

Other income 68 586 500

Transaction costs ( 7,484 ) ( 15,717 ) —

Goodwill and intangible asset impairment ( 140,785 ) — —

Total other income/(expense) ( 148,201 ) ( 15,131 ) 500

Net loss before income taxes ( 192,287 ) ( 26,990 ) ( 17,462 )

Income tax benefit/(expense) — — —

Net loss $ ( 192,287 ) $ ( 26,990 ) $ ( 17,462 )

Weighted average number of common shares outstanding:

872,349,183 2,299,243 2,200,848

Series A Convertible Preferred stock issued

Class B common stock subscription proceeds received, net

Class B Common stock issued for restricted stock awards

Class B Common stock issued for purchase of intangible asset

872,349,183 2,299,243 2,200,848

Net loss per common share:

$ ( 0.22 ) $ ( 11.74 ) $ ( 7.93 )

Balance - June 30, 2024

$ ( 0.22 ) $ ( 11.74 ) $ ( 7.93 )

(1) Basic and diluted earnings per common share for Class A and Class B common stock are the same.

The accompanying notes are an integral part of these consolidated financial statements

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)

Stockholders' Equity

Predecessor Predecessor Class A Predecessor Class B Successor Class A Successor Class B Additional Retained

Earnings/ Total

Preferred Stock Common Stock Common Stock Common Stock Common Stock Paid-in (Accumulated Stockholders'

Shares Amount Shares Par Value Shares Par Value Shares Par Value Shares Par Value Capital Deficit) Equity

Balance at December 31, 2023 787,598 $ 43,624 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 27,566 ) $ 16,058

Net loss — — — — — — — — — — — ( 4,791 ) ( 4,791 )

Balance at March 31, 2024 787,598 $ 43,624 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 32,357 ) $ 11,267

Net loss — — — — — — — — — — — ( 5,869 ) ( 5,869 )

Balance at June 30, 2024 787,598 $ 43,624 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 38,226 ) $ 5,398

Net proceeds from sale of preferred stock 372,257 28,949 — — — — — — — — — — 28,949

Redemption of preferred stock ( 1,053 ) ( 85 ) — — — — — — — — — — ( 85 )

Net loss — — — — — — — — — — — ( 6,802 ) ( 6,802 )

Balance at September 30, 2024 1,158,802 $ 72,488 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 45,028 ) $ 27,460

Net loss — — — — — — — — — — — ( 4,118 ) ( 4,118 )

Balance at December 31, 2024 1,158,802 $ 72,488 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 49,146 ) $ 23,342

Net loss — — — — — — — — — — — ( 3,749 ) ( 3,749 )

Balance at March 31, 2025 1,158,802 $ 72,488 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 52,895 ) $ 19,593

Net loss — — — — — — — — — — — ( 8,875 ) ( 8,875 )

Balance at June 30, 2025 1,158,802 $ 72,488 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 61,770 ) $ 10,718

Redemption of preferred stock ( 1,238 ) ( 500 ) — — — — — — — — — — ( 500 )

Net loss — — — — — — — — — — — ( 14,366 ) ( 14,366 )

Balance at September 11, 2025 1,157,564 $ 71,988 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 76,136 ) $ ( 4,148 )

Stockholders' Equity

Predecessor Predecessor Class A Predecessor Class B Successor Class A Successor Class B Additional Retained

Earnings/ Total

Preferred Stock Common Stock Common Stock Common Stock Common Stock Paid-in (Accumulated Stockholders'

Shares Amount Shares Par Value Shares Par Value Shares Par Value Shares Par Value Capital Deficit) Equity

Balance at September 12, 2025 1,157,564 $ 71,988 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 76,136 ) $ ( 4,148 )

Conversion of Predecessor shares for Strive, Inc.

Class B common stock ( 1,157,564 ) ( 71,988 ) ( 2,000,000 ) — ( 400,970 ) — — — 248,911,564 249 71,739 — —

Business combination with Asset Entities Inc.

— — — — — — 16,624,395 17 — — 141,123 — 141,140

The accompanying notes are an integral part

of these unaudited condensed financial statements.

ASSET ENTITIES INC.

Condensed Statements of Cash Flows

Six months ended

Share-based compensation expense — — — — — — — — — — 16,294 — 16,294

Issuance of Class A common stock — — — — — — 359,162,900 359 — — 548,020 — 548,379

Issuance of pre-funded warrants — — — — — — — — — — 283,170 — 283,170

Exercise of warrants — — — — — — 42,154,211 42 — — 12,958 — 13,000

Conversions of Class B common stock to Class A common stock — — — — — — 30,876,091 31 ( 30,876,091 ) ( 31 ) — — —

Share-based transaction costs — — — — — — — — — — 2,936 — 2,936

Issuance costs — — — — — — — — — — ( 29,055 ) — ( 29,055 )

Net loss — — — — — — — — — — — ( 192,287 ) ( 192,287 )

Balance at September 30, 2025 — $ — — $ — — $ — 448,817,597 $ 449 218,035,473 $ 218 $ 1,047,185 $ ( 268,423 ) $ 779,429

The accompanying notes are an integral part of these consolidated financial statements

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Successor Predecessor

Period from September 12, 2025 to September 30, 2025 Period from January 1, 2025 to September 11, 2025 Nine Months Ended September 30, 2024

Cash flows from operating activities:

$ ( 4,288,829 )

$ ( 3,113,441 )

Net loss $ ( 192,287 ) $ ( 26,990 ) $ ( 17,462 )

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

Stock based compensation

Depreciation and amortization 12 149 141

Accretion of discount on investments, net — 155 11

Reduction in carrying amount of right-of-use assets 5 91 59

Net unrealized loss on digital assets 10,133 — —

Other derivative loss 14,731 — —

Share-based compensation expense 16,294 — —

Goodwill and intangible asset impairment 140,785 — —

Non-cash transaction expenses 2,936 2,150 —

Changes in operating assets and liabilities:

Prepaid expenses ( 2,928 ) ( 227 ) ( 157 )

Accounts payable and accrued liabilities

Contract liabilities

Other current assets 1,461 ( 1,589 ) ( 388 )

Other non-current assets — ( 723 ) —

Compensation and benefits payable 263 ( 1,018 ) 932

Accounts payable and other liabilities ( 5,360 ) 9,793 1,342

Net cash used in operating activities ( 13,955 ) ( 18,209 ) ( 15,522 )

( 3,261,053 )

( 2,322,108 )

Cash flows from investing activities:

Purchase of property and equipment

Purchase of intangible asset

Net cash used in investing activities

Purchases of digital assets ( 675,008 ) — —

Purchases of intangible assets ( 75 ) ( 123 ) —

Purchases of property and equipment — — ( 200 )

Cash acquired through business combination 400 — —

Purchases of short-term investments — ( 4,271 ) ( 32,202 )

Proceeds from short-term investments — 20,871 20,738

Net cash provided by (used in) investing activities ( 674,683 ) 16,477 ( 11,664 )

Cash flows from financing activities:

Series A Convertible Preferred stock issued

Class B common stock subscription proceeds received, net

Proceeds from Class B common stock issued, net

Net cash provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes

Cash paid for interest

Proceeds from issuance of Class A common stock 525,610 — —

Proceeds from issuance of pre-funded warrants 283,170 — —

Proceeds from warrant exercises 13,000 — —

Payment of issuance costs ( 27,996 ) — —

Proceeds from issuance of preferred stock — — 28,949

Redemption of preferred stock — ( 500 ) ( 85 )

Net cash provided by (used in) financing activities 793,784 ( 500 ) 28,864

Net increase (decrease) in cash and cash equivalents 105,146 ( 2,232 ) 1,678

Cash and cash equivalents, beginning of period 3,923 6,155 2,086

Cash and cash equivalents, end of period $ 109,069 $ 3,923 $ 3,764

Non-cash investing and financing activities:

Conversion from Class A to Class B common stock

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

Class B Common stock issued for purchase of intangible asset

The accompanying notes are an integral part

of these unaudited condensed financial statements.

ASSET ENTITIES INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

As of and for the six months ended June 30,

Organization, Description of Business

and Liquidity

Asset Entities Inc.

Accrued but unpaid financing transaction costs 1,262 770 —

Class A common stock exchanged for digital assets 8,038 — —

Class A common stock issued as part of business combination 141,140 — —

Assets and liabilities resulting from business combination:

Prepaid expenses 27 — —

Goodwill 140,039 — —

Intangible assets 746 — —

Other non-current assets 57 — —

Accounts payable and other liabilities 129 — —

The accompanying notes are an integral part of these consolidated financial statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Organization

(the "Company", "Strive", or the "Successor"), a Nevada corporation, is a bitcoin treasury asset management firm trading on The Nasdaq Stock Market LLC ("Nasdaq") under the symbol "ASST".

The Company earns substantially all of its revenue from investment advisory and other investment management services, and generates market returns from investments in bitcoin and bitcoin-related products.

The Company operates through wholly-owned subsidiaries, including, among others, Strive Enterprises, Inc.

("SEI") and Strive Asset Management, LLC ("SAM"), a registered investment advisor with the Securities and Exchange Commission ("SEC").

SAM provides sub-advisory services for the Strive funds (the "Funds"), a series of exchange traded funds ("ETFs"), and has the discretionary responsibility to select investments in accordance with each fund's investment objectives, policies, and restrictions.

SAM is not responsible for selecting broker-dealers or placing trades for the Funds.

Products are offered through intermediaries in a variety of vehicles, ETFs, separate accounts, and collective investment trust funds.

On May 6, 2025, SEI (the "Predecessor") entered into that certain Agreement and Plan of Merger, dated as of May 6, 2025, as amended by that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2025 (the "Asset Entities Merger Agreement") with Asset Entities Inc.

("Asset Entities").

“we”, “us”, “our” or the “Company”), began operations as a general partnership in August

2020 and formed Assets Entities Limited Liability Company in the state of California on October 20, 2020.

The financial statements reflect

the operations of the Company from inception of the general partnership.

On March 15, 2022, the Company filed Articles of Merger to register

and incorporate with the state of Nevada and changed the company name to Asset Entities Inc.

Description of Business

Asset Entities is an Internet company providing

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

Based on the rapid growth of our Discord servers and social media following, we have developed three categories of services.

provide subscription upgrades to premium content on our investment education and entertainment servers on Discord.

Second, we codevelop

and execute influencer social media and marketing campaigns for clients.

Third, we design, develop and manage Discord servers for clients

under our “AE.360.DDM” brand.

Our AE.360.DDM service was released in December 2021.

All of these services – our Discord

investment education and entertainment, social media and marketing, and AE.360.DDM services – are therefore based on our effective

use of Discord in combination with ongoing social media outreach on TikTok, Facebook, Twitter, Instagram, and YouTube.

The accompanying financial statements have been

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

of liabilities in the normal course of business.

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

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

The Company has received confirmation from Ionic

Ventures, LLC that it will invest up to $ 3 million in the Company’s Series A Convertible Preferred Stock upon request by the

Company, and the Company’s Certificate of Designation of Series A Convertible Preferred Stock allows for an additional 330 preferred

shares of Series A Convertible Preferred Stock to be sold.

Based on the Company’s existing cash resources,

management believes that the Company will have sufficient funds to carry out the Company’s planned operations for at least the next

12 months from the issuance date of the accompanying financial statements.

On September 12, 2025, pursuant to the Asset Entities Merger Agreement, Alpha Merger Sub, Inc., a wholly-owned subsidiary of Asset Entities Inc., merged with and into SEI, with SEI surviving as a wholly owned subsidiary of Asset Entities Inc.

Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc.

was renamed Strive, Inc.

(the "Asset Entities Merger").

(2) Summary of Significant Accounting Policies

Basis of presentation

The Company prepares its financial statements

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

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

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

The accompanying interim financial statements have been prepared in accordance

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

Accordingly, they do not include all of the

information and footnotes required by GAAP for complete financial statements.

In the Company’s opinion, all adjustments (consisting

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

Operating results for the six months ended

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

While management of the Company believes that the disclosures

presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial

statements and the footnotes thereto for the year ended December 31, 2024, contained in the Company’s Form 10-K filed on March 31,

The Company prepared the accompanying unaudited consolidated financial statements in accordance with United States generally accepted accounting principles ("GAAP") and applicable rules and regulations of the SEC for interim financial reporting.

In the opinion of management, all adjustments necessary for a fair statement of financial position and results of operations have been included.

All such adjustments are of a normal recurring nature, unless otherwise disclosed.

The results of operations for the interim periods shown in this report are not necessarily indicative of results that may be expected for any future period, including the full year.

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries.

All intercompany accounts and transactions have been eliminated in consolidation.

Since the merger between Strive Enterprises, Inc.

and Asset Entities has been determined to be a reverse acquisition, with SEI being the accounting acquirer, the Company determined that SEI is the Predecessor and Strive, Inc.

is the Successor.

The financial information as of December 31, 2024 and for the periods ending September 30, 2024, the period from January 1, 2025 to September 11, 2025, and the period from July 1, 2025 to September 11, 2025 reflect the historical financial information of the Predecessor and are referred to as the "Predecessor Periods".

The financial information as of September 30, 2025 and for the period from September 12, 2025 to September 30, 2025 reflect the financial information of Strive, Inc.

and are referred to as the "Successor Periods".

Use of estimates

The preparation of financial statements in conformity

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting

Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

The preparation of consolidated financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the reporting amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and accompanying notes.

Due to uncertainties in the estimation process, actual results could differ from those estimates.

Digital assets, at fair value

The Company accounts for its digital assets, which consist solely of bitcoin, in accordance with Accounting Standards Codification ("ASC") 350, Intangibles - Goodwill and Other .

The Company has ownership of and control over its bitcoin and is engaged with multiple geographically dispersed third-party custodial services to store its bitcoin.

The Company initially records its digital assets at cost, inclusive of transaction costs and fees.

The Company subsequently remeasures its digital assets to fair value at the end of each reporting period in accordance with ASC 820, Fair Value Measurement , based

on quoted (unadjusted) prices on the Coinbase exchange.

Any changes in fair value are recognized in net income within net unrealized gain (loss) on digital assets.

Realized gains or losses are recorded upon the sale of digital assets based upon the difference between the sales price and the carrying value of the specific bitcoin sold.

Fair value measurement

The Company measures certain assets and liabilities at fair value on a recurring or non-recurring basis.

Fair value is defined as the price that is expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Company uses a three-level hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques.

The three levels of the fair value hierarchy are described below:

Quoted (unadjusted) prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Inputs other than quoted prices that are either directly or indirectly observable, such as quoted prices in active markets for similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Inputs that are generally observable, supported by little or no market activity, and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability.

The categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The valuation techniques used by the Company when measuring the fair value prioritize the use of observable inputs and minimize the use of unobservable inputs.

As of September 30, 2025 and December 31, 2024, the fair value of the Company's financial assets and liabilities not held at fair value on the consolidated statements of financial condition equaled the related carrying value given the Level 1 nature and short-term maturities of all.

Earnings per share ("EPS")

Basic net income (loss) per common share is determined by dividing the net income (loss) by the weighted average number of shares of Class A and Class B common stock outstanding and assumed outstanding common stock during the period.

Diluted net income (loss) per common share is determined by dividing the net income (loss) by the weighted average number of shares of Class A and Class B common stock and potential shares of common stock outstanding during the period.

The impact from potential shares of common stock on the diluted earnings per share calculation are included when dilutive.

Potential shares of Class A common stock consisting of shares underlying employee share awards and outstanding warrants are computed using the treasury stock method.

Potentially dilutive shares are only included in the amount of dilutive shares if their impact results in dilution to net income (loss) per share.

The Company's common stock consists of two classes of common stock, Class A and Class B.

Holders of Class A common stock generally have the same rights, including rights to dividends, as holders of Class B common stock, except that holders of Class A common stock have one vote per share while holders of Class B common stock have ten votes per share.

Each share of Class B common stock is convertible at any time, at the option of the holder, into one share of Class A common stock.

As such, basic and fully diluted earnings per share for Class A common stock and for Class B common stock are the same.

The Company has never declared or paid any cash dividends on either Class A or Class B common stock.

Share-based compensation

Share-based compensation expense is measured based on the grant-date fair value of the share-based awards.

The Company recognizes share-based compensation expense for the portion of each stock award that is expected to vest over the estimated period of service and vesting.

For awards that contain a performance condition, share-based compensation expense is not recorded until the achievement of the related performance condition is determined to be probable.

Forfeitures are recognized as incurred.

Share-based compensation expense is recognized on a straight-line basis over the requisite service period of the grant.

Accounting standards adopted in 2024

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures about reportable segments but does not change the definition of a segment or the guidance for determining reportable segments.

The new guidance requires disclosure of significant segment expenses that are (1) regularly provided to (or

easily computed from information regularly provided to) the chief operating decision maker ("CODM") and (2) included in the reported measure of segment profit or loss.

The new standard also requires companies to disclose the title and position of the individual (or the name of the committee) identified as the CODM, allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources, and is applicable to companies with a single reportable segment.

The Company adopted the disclosure requirements of ASU 2023-07 during the year ended December 31, 2024.

Accounting standards not yet adopted

In December 2023, the FASB issued Accounting Standards Update No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information.

In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold.

The standard is effective for the Company for annual periods beginning after December 15, 2024 on a prospective basis, with retrospective application permitted for all prior periods presented.

The Company does not expect the additional disclosure requirements under ASU 2023-09 to have a material impact on the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires entities to disaggregate in a tabular presentation disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses.

Specifically, ASU 2024-03 requires disaggregation of expense captions that include any of the following natural expenses:

(1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other types of depletion expenses.

The requirements are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 and are required to be applied prospectively with the option for retrospective application.

Early adoption is permitted.

The Company does not expect the additional disclosure requirements under ASU 2024-03 to have a material impact on the consolidated financial statements.

(3) Digital Assets

The Company accounts for its digital assets, which are comprised solely of bitcoin, in accordance with ASC 350, Intangibles - Goodwill and Other .

The Company’s digital assets are initially recorded at cost, inclusive of transaction costs and fees.

The Company subsequently remeasures its digital assets to fair value at the end of each reporting period in accordance with ASC 820, Fair Value Measurement , based on quoted (unadjusted) prices on the Coinbase exchange, resulting in their classification as Level 1 instruments.

Any changes in fair value are recognized in net income within net unrealized gain (loss) on digital assets.

As of September 30, 2025, there are no contractual restrictions on the Company's holdings of digital assets.

The following table provides a summary of the changes in the Company's digital assets, at fair value for the period from September 12, 2025 to September 30, 2025 (in thousands):

Period from September 12, 2025 to September 30, 2025

Balance, beginning of period $ —

Acquisitions 683,046

Aggregate cost basis 683,046

Change in fair value ( 10,133 )

Balance, end of period $ 672,913

The Company's investments in digital assets are summarized below.

The Company did not hold any investments in digital assets prior to September 12, 2025.

September 30, 2025 December 31, 2024

Approximate number of bitcoin held 5,886 —

Weighted average acquisition cost 116,053 —

Fair value per bitcoin 114,332 —

(4) Business Combination

Acquisition of Asset Entities, Inc.

On May 6, 2025, the Predecessor entered into the Asset Entities Merger Agreement.

Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc.

was renamed Strive, Inc.

The Company accounted for the transaction as a reverse acquisition under ASC 805, Business Combinations , with SEI being the accounting acquirer based on existing Strive stockholders retaining the majority of the voting interests, as well as the senior management and directors representing the majority of senior management and directors, respectively, following the close of the transaction.

As a result, the Company recognized the assets acquired and liabilities assumed at their acquisition date fair value, with goodwill recognized based on the excess of the consideration transferred and the net assets acquired.

None of the goodwill acquired was deductible for tax purposes.

The initial accounting for the acquisition is provisional because the fair values of certain assets acquired and liabilities assumed have not yet been finalized.

The Company expects to finalize the valuation and accounting within the measurement period, which will not exceed one year from the acquisition date.

As part of the Asset Entities acquisition, the Predecessor incurred transaction costs of $ 10.3 million and $ 15.7 million during the period from July 1, 2025 to September 11, 2025 and the period from January 1, 2025 to September 11, 2025, respectively, and the Successor incurred transaction costs of $ 5.6 million during the period from September 12, 2025 to September 30, 2025.

During the period from September 12, 2025 to September 30, 2025, based on the Company's determination to suspend subscriptions on certain legacy Discord servers acquired as part of the acquisition of Asset Entities and a decline in the price of the Company's Class A common stock, the Company performed a goodwill and intangible asset impairment test.

Based on this assessment, the Company recognized a goodwill and intangible asset impairment charge totaling $ 140.8 million during the period from September 12, 2025 to September 30, 2025.

As of September 30, 2025 and December 31, 2024, the Company had no goodwill.

As of September 30, 2025 and December 31, 2024, the Company had $ 0.4 million and $ 0.2 million of intangible assets, respectively.

The following table summarizes the consideration transferred and the assets acquired and liabilities assumed at their acquisition date fair value (in thousands):

Consideration transferred:

Class A common stock $ 141,140

Assets acquired and liabilities assumed:

Cash and cash equivalents 400

For purposes of balance sheet presentation and

reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments

with an original maturity of less than 90 days to be cash and cash equivalents.

The Company had cash equivalents of $ 2.3 million

and $ 1.7 million, respectively, as of June 30, 2025 and December 31, 2024.

Periodically, the Company may carry cash balances

at financial institutions more than the federally insured limit of $ 250,000 per institution.

The amount in excess of the FDIC

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

The Company has not experienced losses on account balances and management

believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Property and equipment

Property and equipment are stated at cost less

accumulated depreciation and impairment loss, if any.

Property and equipment are depreciated at rates sufficient to write off their costs

less impairment and residual value, if any, over their estimated useful lives on a straight-line basis.

Machinery and Equipment

Office Equipment and Fixtures

The Company did not have any Building, Machinery

and Equipment, and Vehicle as of June 30, 2025.

Maintenance and repairs are charged to expense

Improvements of a major nature are capitalized.

At the time of retirement or other disposition of property and equipment,

the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.

The long-lived assets of the Company are reviewed

for impairment in accordance with ASC No.

360, “Property, Plant and Equipment” (“ASC No.

360”), whenever events

or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The recoverability of assets to be held

and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated

by the assets.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying

amount of the assets exceeds the fair value of the assets.

Prepaid expenses 27

Intangible assets 746

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.

indefinite-lived intangible assets for impairment annually or whenever events or changes in circumstances indicate that the carrying

value of the assets may not be recoverable.

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

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

Management uses considerable judgment to determine key

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

During the six months ended June 30,

2025 and 2024, there were no intangible asset impairment

Finite-lived intangible assets are amortized using

the straight-line method over their estimated useful lives, which ranges from 5 to 15 years .

Our finite-lived

intangible assets include acquired franchise agreements, acquired customer relationships, acquired customer lists, and internally

developed software.

Our indefinite-lived intangible assets include acquired domain names, trade names, and purchased software.

Intangible assets internally developed are measured

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

These costs include fees paid to third parties for development services and payroll costs for employees’ time spent

developing the software.

We expense costs incurred during the preliminary project stage and the post-implementation stage.

development costs are amortized on a straight-line basis over the estimated useful life of the software.

The capitalization and

ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external

factors, including, but not limited to, technological and economic feasibility, and estimated economic life.

Impairment of Long-lived Assets Other Than

Long-lived assets with finite lives, primarily

property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes

in circumstances indicate that the carrying amount of an asset may not be recoverable.

If the estimated cash flows from the use of the

asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down

to its fair value.

Fair Value Measurements

The Company uses a three-tier fair value hierarchy

to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured

at fair value on a non-recurring basis, in periods subsequent to their initial measurement.

The hierarchy requires the Company to use

observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined

● Level 1 — Observable inputs that reflect

quoted market prices (unadjusted) for identical assets or liabilities in active markets;

● Level 2 — Observable inputs other

than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets

and liabilities;

● Level 3 — Unobservable inputs that

are supported by little or no market data, which require the Company to develop its own assumptions.

The Company’s financial instruments, including

cash, accounts receivable, prepaid expense, deferred offering costs and contract liabilities, other current liabilities are carried at

historical cost.

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

of the short-term nature of these instruments.

Advertising Expenses

The Company expenses advertising costs as they

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

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

Research and Development

Research and development costs are charged to

expense as incurred.

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

Third-party research and development

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

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.

Subscriptions

Subscription revenue is related to a single performance

obligation that is recognized over time when earned.

Subscriptions are paid in advance and can be purchased on a monthly, quarterly, or

annual basis.

Any quarterly or annual subscription revenue is recognized as a contract liability recorded over the contracted service

Revenue related to marketing campaign contracts

with customers are normally of a short duration, typically less than two (2) weeks.

AE.360.DDM Contracts

Revenue related to AE.360.DDM contracts with customers

are normally of a short duration, typically less than one (1) week.

Contract Liabilities

Contract liabilities consist of quarterly and

annual subscription revenue that have not been recognized.

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

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

Contract liabilities

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

Changes in contract liabilities for the six months

ended June 30, 2025, are as follows:

Balance, January 1

Deferral of revenue

Recognition of revenue

Balance, June 30

Earnings Per Share of Common Stock

The Company has adopted ASC Topic 260, “Earnings

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

entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share

In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number

of shares of common stock outstanding during the year.

Diluted earnings per share is computed by dividing net income by the weighted average

number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential

dilution that could occur from common stock issuable through contingent share arrangements, stock options and warrants unless the result

would be antidilutive.

The Company would account for the potential dilution from convertible securities using the as-if converted

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

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

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

Related Parties

The Company follows ASC 850, “Related

Party Disclosures” , for the identification of related parties and disclosure of related party transactions and balances.

There were no related party transactions except management fees.

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

management fees to its controlling members totaling $ 2,532,794 and $ 1,805,377 , respectively.

Other non-current assets 57

Accounts payable and other liabilities ( 129 )

Total identifiable net assets $ 1,101

Goodwill 140,039

Total $ 141,140

Acquisition of Semler Scientific, Inc.

On September 22, 2025, Strive, Inc.

entered into that certain Agreement and Plan of Merger (the "Semler Merger Agreement") with Semler Scientific, Inc.

("Semler") (the "Semler Merger").

Upon the terms and subject to the conditions of the Semler Merger Agreement, Semler is expected to become a wholly owned subsidiary of Strive.

Entry into the Semler Merger Agreement was unanimously approved by the Board of Directors of each of Strive and Semler.

Pursuant to the Semler Merger Agreement, at the effective time of the Semler Merger, each share of common stock, par value $ 0.001 per share, of Semler issued and outstanding immediately before the effective time (other than treasury shares held by Semler and certain shares held by Strive) will be converted into the right to receive 21.05 shares of Class A common stock, par value $ 0.001 per share, of Strive.

The transaction is subject to customary closing conditions and approval by Semler shareholders.

No assurances can be made that the transaction will close at the currently disclosed terms.

During the period from September 12, 2025 to September 30, 2025, the Company incurred transaction costs of $ 1.8 million related to Semler Merger.

(5) Short-term investments

Short-term investments consist of U.S.

Treasury Bills that have maturities exceeding three months and less than twelve months at the time of purchase and are stated at amortized cost.

The Company classifies short-term investments as held-to-maturity based on the Company's intent to hold the short-term investment to maturity.

The Company does not hold any short-term investments as of September 30, 2025.

The Company's short-term investments are summarized below (in thousands):

December 31, 2024

Expiration Amortized Cost Cost Basis Accumulated Accretion Fair Value

1/31/2025 $ 4,243 $ 4,177 $ 66 $ 4,243

2/28/2025 4,163 4,149 14 4,163

3/31/2025 4,202 4,167 35 4,202

4/15/2025 4,147 4,128 19 4,147

Total $ 16,755 $ 16,621 $ 134 $ 16,755

The Company earns a substantial portion of its revenue from investment advisory, consulting services, and subscription revenue.

The table below summarizes the Company's investment advisory fees and other revenue (in thousands):

Successor Predecessor Successor Predecessor

Period from September 12, 2025 to September 30, 2025 Period from July 1, 2025 to September 11, 2025 Three Months Ended September 30, 2024 Period from September 12, 2025 to September 30, 2025 Period from January 1, 2025 to September 11, 2025 Nine Months Ended September 30, 2024

Investment advisory fees $ 246 $ 1,283 $ 950 $ 246 $ 4,187 $ 2,560

Other revenue 9 5 34 9 35 55

Total revenue $ 255 $ 1,288 $ 984 $ 255 $ 4,222 $ 2,615

No individual customer accounted for 10% or greater of revenue for any period.

(7) Commitments and Contingencies

The Company follows ASC 450-20, “Loss

Contingencies” , to report accounting for contingencies.

Liabilities for loss contingencies arising from claims, assessments,

litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of

the assessment can be reasonably estimated.

As of June 30, 2025 and December 31, 2024, the Company did not have any commitments and contingencies.

The Company operates as one operating

The Company’s chief operating decision maker (“CODM”) is its chief executive officer , who reviews the operating results

for the Company as a whole to make decisions about allocating resources and assessing financial performance .

The CODM uses operating margin

and net income to assess financial performance and allocate resources.

These financial metrics are used by the CODM to make key operating

decisions, such as the determination of the rate at which the Company seeks to grow operating margin, the allocation of budget between

operating expenses and the management and forecasting of cash to ensure enough capital is available.

Accordingly, we determined we operate

in a single reporting segment.

Our CEO assesses performance and decides how to

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

Total assets on the Balance Sheets

represent our segment assets.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03

final standard on Income Statement:

Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of income statement

expenses for public business entities.

The ASU does not change the expense captions an entity presents on the face of the income statement;

rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial

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

The Company has considered all other recently

issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial

Property and Equipment

Property and equipment consisted of the following:

Office equipment

Accumulated depreciation

During the six months ended June 30, 2025 and

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

Intangible Assets

Intangible assets consist of the following:

Purchased software

Discord server

Right of literary work entitled

On November 10, 2023, the Company entered into

an asset purchase agreement.

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

all of the assets and properties of the sellers, including those used in connection with their business of Discord development, social

media, online community management, marketing, and business-to-business software-as-a-service that offers sales, service, marketing, and

analytics for the payment of $ 100,000 in cash (“Purchased Software”).

The Company determined the Purchased Software has

indefinite useful life.

On June 21, 2024, the Company entered into

an asset purchase agreement.

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

substantially all of the assets and properties owned by the seller and used in connection with its business of Discord development,

social media, online community management, marketing, and analytics for the payment of $ 200,000 in cash and the issuance

of 25,000 shares of Class B Common Stock valued at $ 9,500 (the “June 2024 Discord Server”).

determined the June 2024 Discord Server has indefinite useful life.

On November 15, 2024, the Company entered

into an asset purchase agreement.

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

to the assets, properties and rights owned by the sellers and used in connection with its business of Discord development, social

media, online community management, marketing, and analytics for the payment of $ 40,000 in cash, the issuance of 20,000

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

potential quarterly performance bonus.

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

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

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

From Xero to #1:

Becoming Linkin Park” (the

Under the terms of the One Step Closer Agreement, the Company has acquired a 50 % ownership interest in the

film, TV, streaming, and other media adaptation rights to the Work.

The Agreement stipulates several conditions precedent, including

approval of the chain-of-title to the Work by the Company, and receipt of necessary tax forms and other documents for payment

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

The Company determined the Work has indefinite useful life.

Contingencies

The Company may be subject to various legal proceedings, claims, and governmental inspections or investigations arising during the ordinary course of business.

The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters.

Fees, expenses, fines, penalties, judgments, or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition.

When a loss for a legal claim is determined to be probable and the amount of the loss can be reasonably

estimated, the Company establishes an accrued liability.

Once established, accruals are adjusted from time to time, as appropriate, in light of additional information.

The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters.

Legal fees associated with litigation and similar proceedings are expensed as incurred.

In the event there is at least a reasonable possibility that a loss may be incurred but the Company is unable to estimate the specific or range of amounts of such loss, the Company would disclose such contingencies.

The Company recognizes gain contingencies when the gain becomes realized or realizable.

During 2025, the Predecessor determined its intent to settle existing litigation matters for a settlement amount of $ 0.9 million, of which $ 0.5 million was recovered from insurance, which was recorded as part of employee compensation and benefits for the nine months ended September 30, 2024.

Further, during the period from July 1, 2025 to September 11, 2025, the Predecessor repurchased outstanding preferred stock held by the employee.

(8) Share-based Compensation

Pursuant to the Strive 2022 Equity Incentive Plan, adopted on April 12, 2022, and as amended from time to time (together, the "2022 Plan"), the Company may, subject to the terms and limitations of the 2022 Plan, grant compensatory awards, including restricted stock ("RSAs"), stock appreciation rights, restricted stock units ("RSUs"), incentive stock options, and non-statutory stock options.

Incentive Stock Options

Pursuant to the 2022 Plan, options to purchase shares of the Company's common stock may be granted at an exercise price not less than 100 % of the fair value of the common stock subject to the option on the date the option is granted.

A maximum of 166.0 million shares of common stock were authorized for issuance under the 2022 Plan.

Of this amount, 166.0 million shares remain available for future awards as of September 30, 2025.

Restricted Stock and Restricted Stock Units

Pursuant to the 2022 Plan, RSAs and RSUs may be granted to certain employees, directors, and consultants.

Substantially all RSAs and RSUs vest over periods ranging from one to four years , pro-rata over the requisite service period, with the first vesting event occurring at the first anniversary of the award's grant date, with subsequent pro-rata vesting events quarterly thereafter.

The RSU grants also contain a performance condition requiring a Liquidity Event or IPO, as defined in the 2022 Plan, to occur for the vesting of the RSUs.

Compensation cost is recognized using the straight-line method over the requisite service period, to the extent such performance condition is deemed probable, which occurred during the period from September 12, 2025 to September 30, 2025.

The 2022 Plan permits the grant of 58.9 million shares of common stock, of which 14.0 million remain available for future awards as of September 30, 2025.

During the period from September 12, 2025 to September 30, 2025, the Company granted 4.6 million RSU awards with a grant date fair value of $ 39.3 million.

The RSU awards were valued using the market price of our Class A common stock at the grant date.

During the period from July 1, 2025 to September 11, 2025, the Predecessor granted 16 thousand RSU awards (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 1.2 million RSU awards) with a grant date fair value of $ 0.8 million.

During the three months ended September 30, 2024, the Predecessor granted 319 thousand RSU awards (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 22.6 million RSU awards) with a grant date fair value of $ 12.0 million.

During the period from January 1, 2025 to September 11, 2025, the Predecessor granted 43 thousand RSU awards (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 3.0 million RSU awards) with a grant date fair value of $ 2.1 million.

During the nine months ended September 30, 2024, the Predecessor granted 334 thousand RSU awards (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 23.7 million RSU awards) with a grant date fair value of $ 12.7 million.

The Company recorded $ 16.3 million of share-based compensation expense for the period from September 12, 2025 to September 30, 2025, which is included in employee compensation and benefits.

No such share-based compensation expense was recorded for previous periods.

At September 30, 2025, aggregate unrecognized compensation expense for unvested equity awards was $ 42.4 million, which is expected to be recognized over a remaining weighted-average period of 2.7 years.

At December 31, 2024, aggregate unrecognized compensation expense for unvested equity awards was $ 21.0 million, which is expected to be recognized over a remaining weighted-average period of 3.0 years.

(9) Stockholders' Equity

Authorized Capital Stock

The Company has authorized 40,000,000 shares

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

Preferred Stock:

The Company shall have the authority to issue

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

of the Company.

Series A Convertible Preferred Stock

On May 24, 2024, the Company filed a Certificate

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

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

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

optional or other rights of the Series A Preferred Stock.

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

Value”) of $ 10,000 per share.

The Series A Preferred Stock, with respect to

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

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

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

Holders of Series A Preferred Stock will be entitled

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

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

Dividends will be payable upon conversion

of the Series A Preferred Stock or upon any redemption.

Holders of Series A Preferred Stock will be entitled

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

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

A Preferred Stock (the “Conversion Price”).

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

due to full-ratchet anti-dilution provisions.

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

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

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

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

On January 22, 2025, the Company filed an amendment

(the “Fourth Amended Designation”) to the Certificate of Designation of Series A Convertible Preferred Stock of the Company

filed with the Secretary of State of the State of Nevada on May 24, 2024, as amended by the Certificate of Amendment to Designation of

Series A Convertible Preferred Stock of Asset Entities Inc.

filed with the Secretary of State of the State of Nevada on June 14, 2024,

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

filed with the

Secretary of State of the State of Nevada on September 4, 2024, as amended by the Certificate of Amendment to Designation of Series A

Convertible Preferred Stock of Asset Entities Inc.

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

the “Certificate of Designation”).

The Fourth Amended Designation amended the Certificate of Designation to provide that the

term “Floor Price” will be defined as $ 0.18 , subject to adjustments for any stock splits, stock dividends, stock combinations,

recapitalizations or other similar transactions.

The Fourth Amended Designation became effective immediately upon filing.

During the six months ended June 30, 2025, 100 shares

of Series A Convertible Preferred Stock valued at $ 1,035,195 including dividend of $ 35,195 converted into 2,539,109 shares

of Class B Stock.

The Company had 0 and 100 shares

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

Class A Common Stock

Each share of Class A Common Stock entitles the

holder to ten ( 10 ) votes, in person or proxy, on any matter on which an action of the stockholders of the Company is sought and is convertible

by the holder into one (1) share of Class B Common Stock.

The Company had 1,000,000 shares of Class

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

Class B Common Stock

Each share of Class B Common Stock entitles the

holder to one ( 1 ) vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought.

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

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

Fiscal year 2025

During the six months ended June 30, 2025, the

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

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

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

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

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

Sales Agreement of Class B Common Stock

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

Pursuant to the prospectus supplement and accompanying base prospectus relating to the offering of the Shares (as defined

below), and under terms of the Sales Agreement and the prospectus supplement and the accompanying base prospectus, filed on September

27, 2024, 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 of 1933, as amended (the “Securities Act”), issue and sell through or to the Sales Agent,

up to a maximum aggregate amount of $ 1,791,704 of shares

of the Company’s Class B Common Stock, $ 0.0001 par value per share (the “Shares”).

In November 2024 and January

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

as of June 30, 2025.

The Company will pay the Sales Agent a cash commission

of 3.0 % of the gross sales price of the Shares sold by the Sales Agent pursuant to the Sales Agreement.

Pursuant to the terms of

the Sales Agreement, the Company also agreed to reimburse the Sales Agent for reasonable fees and expenses, not to exceed $ 60,000 (including

but not limited to the reasonable and documented fees and disbursements of its legal counsel), and additional amounts for annual maintenance

of the Sales Agreement (including but not limited to the reasonable and documented fees and disbursements of its legal counsel) on a quarterly

basis, not to exceed $ 5,000 per quarter.

2022 Equity Incentive Plan

The maximum number of shares of Class B Common

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

Awards that may be granted include:

(a) Incentive Stock Options, or ISO (b) Non-statutory Stock Options, (c) Stock Appreciation Rights, (d) Restricted Stock, the Restricted

Stock Units, or RSUs, (f) Stock granted as a bonus or in lieu of another award, and (g) Performance Awards.

These awards offer us and

our shareholders the possibility of future value, depending on the long-term price appreciation of our Class B Common Stock and the award

holder’s continuing service with us.

The RSA shares issued to directors vest

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

The RSA shares issued to officers vest annually

over three years from the grant date.

RSA shares are measured at fair market value on the date of grant and stock-based compensation

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

For the six months

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

respectively.

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

A summary of activity during the six months ended

June 30, 2025, follows:

Weighted Weighted

shares Average

Exercise Price Average

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

Authorized Capital

The Company has 21,000,000,000 authorized shares of preferred stock, which have a designated par value of $ 0.001 per share.

As of September 30, 2025, there are no shares of preferred stock outstanding.

Common Stock:

Authorized Capital

The Company has 444,000,000,000 and 21,000,000,000 authorized shares of Class A and Class B common stock, respectively, all of which have a designated par value of $ 0.001 per share.

Each holder of Class A common stock is entitled to one vote per Class A common share held, while each holder of Class B common stock is entitled to ten votes per Class B common share held.

PIPE Financing

On May 26, 2025, Asset Entities Inc.

and Strive Enterprises, Inc., entered into subscription agreements with certain accredited investors (the "PIPE Subscribers" and the transactions collectively, the "PIPE Transactions"), pursuant to which the PIPE Subscribers agreed to purchase, and the Company agreed to sell, the Company's Class A common stock at a price of $ 1.35 per share, with certain PIPE Subscribers agreeing to purchase pre-funded warrants (the "PIPE Pre-Funded Warrants") to purchase shares of Class A common stock at a price of $ 1.3499 in lieu of Class A common shares.

Each PIPE Pre-Funded Warrant gives the holder the right to purchase a share of Class A common stock at an exercise price of $ 0.0001 per share.

For each share of Class A common stock and PIPE Pre-Funded Warrant purchased, the holder received a traditional warrant (the "PIPE Traditional Warrants"), which gives the holder the right to purchase a share of Class A common stock at an exercise price of $ 1.35 per share.

On September 12, 2025, the Company consummated the PIPE Transactions, pursuant to which it issued 345.5 million shares of Class A common stock, 209.8 million PIPE Pre-Funded Warrants, and 555.3 million PIPE Traditional Warrants, and received gross proceeds of $ 749.6 million, with the ability to raise $ 749.6 million in additional gross proceeds upon the exercise of such warrants.

Each PIPE Pre-Funded Warrant became immediately exercisable, and will be exercisable until each PIPE Pre-Funded Warrant is exercised in full.

Each PIPE Traditional Warrant became immediately exercisable, and will expire on the first anniversary of the effectiveness date of the registration statement covering the resale of the PIPE securities.

Certain of the Company's officers and directors participated in the PIPE Transactions at equivalent terms as third-party participants.

Certain members of management, or entities controlled by members of management, purchased 0.3 million shares of Class A common stock and received 0.3 million PIPE Traditional Warrants through their participation in the PIPE Transactions.

Certain investment funds that are managed by one of the Company's board members, and in which the director has a limited partner and general partner interest in the funds, participated in the PIPE Transactions, purchasing 1.1 million shares of Class A common stock and 1.1 million Traditional Warrants.

The table below summarizes activity related to the Company's PIPE Traditional Warrants and PIPE Pre-Funded Warrants for the period from September 12, 2025 to September 30, 2025:

Period from September 12, 2025 to September 30, 2025

PIPE Traditional Warrants PIPE Pre-Funded Warrants

PIPE warrants outstanding, beginning of period — —

Issued 555,259,256 209,771,462

Exercised ( 9,629,629 ) ( 32,525,000 )

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

All of the outstanding warrants are exercisable

as of June 30, 2025.

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

PIPE warrants outstanding, end of period 545,629,627 177,246,462

On August 22, 2025, Asset Entities Inc.

and Strive Enterprises, Inc., entered into exchange agreements with certain accredited investors (the "351 Investors" and the transactions collectively, the "351 Exchange"), pursuant to which the Company agreed to issue and exchange 2.7 million shares of the Company's Class A common stock in exchange for an aggregate amount of 69 bitcoin.

The exchange ratio was determined based on the price of bitcoin on August 22, 2025 and an assumed price of $ 3.00 per share of Class A common stock.

The 351 Exchange was completed on September 12, 2025, at which time the Company issued 2.7 million shares of Class A common stock in exchange for 69 bitcoin.

For the period from September 12, 2025 to September 30, 2025, the Company recorded a realized loss of $ 14.7 million based on the difference between the fair value of the Company's Class A common stock at the exchange date and the agreed-upon exchange price, which is recorded in other derivative loss on the Company's consolidated statements of operations.

At-the-Market Common Equity Program

On September 15, 2025, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co.

(the “Agent”), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its Class A common stock to or through the Agent, acting as the principal and/or the sole agent, having an aggregate sales price of up to $ 450.0 million.

During the period from September 12, 2025 to September 30, 2025, the Company issued 11.0 million shares of Class A common stock for aggregate gross proceeds of $ 59.2 million.

As of September 30, 2025, the Company has the availability to raise approximately $ 390.8 million through the issuance and sale of its Class A common stock pursuant to the Sales Agreement.

Share Repurchase Program

On September 15, 2025, the Company's Board of Directors authorized the purchase of up to $ 500.0 million of its Class A common stock through a share repurchase program.

Repurchases may be made from time-to-time, subject to general business and market conditions, other investment opportunities, and applicable legal requirements.

Repurchases may be made through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans.

During the period from September 12, 2025 to September 30, 2025, the Company has not repurchased any Class A common stock.

As of September 30, 2025, $ 500.0 million of Class A common stock remains available for repurchase through the share repurchase program.

(10) Basic and Diluted Earnings (Loss) per Common Share

Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted-average common stock outstanding during the respective period.

The impact from potential shares of common stock on the diluted earnings per common share calculation are included only when dilutive.

Basic and diluted earnings (loss) per common share are calculated as follows (in thousands, except for share and per share data):

Successor Predecessor

Period from September 12, 2025 to September 30, 2025 Period from July 1, 2025 to September 11, 2025 Three months ended September 30, 2024

Net loss $ ( 192,287 ) $ ( 14,366 ) $ ( 6,802 )

Basic and diluted weighted average shares of common stock outstanding 872,349,183 2,325,783 2,225,816

Income (loss) per common share:

Basic income (loss) per common share $ ( 0.22 ) $ ( 6.18 ) $ ( 3.06 )

Diluted income (loss) per common share $ ( 0.22 ) $ ( 6.18 ) $ ( 3.06 )

Successor Predecessor

Period from September 12, 2025 to September 30, 2025 Period from January 1, 2025 to September 11, 2025 Nine Months Ended

September 30, 2024

Net loss $ ( 192,287 ) $ ( 26,990 ) $ ( 17,462 )

Basic and diluted weighted average shares of common stock outstanding 872,349,183 2,299,243 2,200,848

Income (loss) per common share:

Basic income (loss) per common share $ ( 0.22 ) $ ( 11.74 ) $ ( 7.93 )

Diluted income (loss) per common share $ ( 0.22 ) $ ( 11.74 ) $ ( 7.93 )

During the period from September 12, 2025 to September 30, 2025, 329.4 million weighted-average shares of potential common stock related to outstanding warrants and stock awards were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive.

During the period from July 1, 2025 to September 11, 2025, 1.2 million weighted-average shares of potential common stock were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive and certain performance-contingent RSUs were excluded from the diluted EPS calculation because the contractual contingencies were not met.

During the three months ended September 30, 2024, 1.3 million weighted-average shares of potential common stock were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive and certain performance-contingent RSUs were excluded from the diluted EPS calculation because the contractual contingencies were not met.

During the period from January 1, 2025 to September 11, 2025, 1.2 million weighted-average shares of potential common stock were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive and certain performance-contingent RSUs were excluded from the diluted EPS calculation because the contractual contingencies were not met.

During the nine months ended September 30, 2024, 1.0 million weighted-average shares of potential common stock were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive and certain performance-contingent RSUs were excluded from the diluted EPS calculation because the contractual contingencies were not met.

(11) Income Taxes

The Company had no income tax benefit or expense during the period from September 12, 2025 to September 30, 2025, the period from July 1, 2025 to September 11, 2025, the three months ended September 30, 2024, the period from January 1, 2025 to September 11, 2025, and the nine months ended September 30, 2024, which resulted in an effective tax rate of zero for each period.

The Company's effective tax rate differs from the U.S.

federal corporate statutory rate of 21.0% primarily due to Company's net loss from operations, which resulted in a net taxable loss for each period.

The Company had no net deferred tax asset as of September 30, 2025 and December 31, 2024 due to the establishment of a full valuation allowance.

Internal Revenue Code ("IRC") Section 382 addresses company ownership changes and specifically limits the utilization of certain deduction and tax attributes on an annual basis.

As a result of the Asset Entities Merger and the pending Semler Merger, the Company's tax attributes, including net operating losses, may be subject to IRC Section 382 limitations.

(12) Segment Information

Beginning in 2025, the Company's management directs operations as two reportable operating segments, the “Asset Management” segment, which provides investment advisory services and the "Corporate and Other" segment, which includes the Company's bitcoin treasury operations.

Prior to 2025, the Company's management evaluated performance and

allocated resources in consideration of only one operating segment, the Asset Management segment, as the Company's sole operations were related to its asset management business, with no consideration of a potential bitcoin treasury strategy.

As a result, prior to 2025, all revenues and expenses were related to the Company's Asset Management segment.

Beginning in 2025, costs that are not directly allocable to a specific operating segment, including, but not limited to, employee-related costs, general and administrative expenses, such as rent expense, and depreciation and amortization, are allocated using a reasonable allocation methodology, which is primarily represented by the relative percentage of resources used by each segment.

The Company's CODM is its Chief Executive Officer, who utilizes key financial metrics, including net income (loss), to assess performance and make decisions regarding allocation of resources, such as capital allocation, determining compensation, and managing costs.

The CODM also evaluates significant revenues and expenses by reportable segment to evaluate key operating decisions.

The following summarizes the information reviewed by the CODM to evaluate the Company's Asset Management and Corporate and Other net income (loss) for the period from September 12, 2025 to September 30, 2025, the period from July 1, 2025 to September 11, 2025, and the three months ended September 30, 2024 (amounts in thousands):

Period from September 12, 2025 to September 30, 2025 (Successor)

Asset Management Corporate & Other Total Consolidated

Investment advisory fees $ 246 $ — $ 246

Other revenue — 9 9

Total revenues 246 9 255

Operating expenses:

Fund management and administration 282 — 282

Employee compensation and benefits 3,129 15,591 18,720

General and administrative expense 91 354 445

Marketing and advertising 3 15 18

Depreciation and amortization — 12 12

Total operating expenses 3,505 15,972 19,477

Investment gains/(losses):

Net unrealized loss on digital assets — ( 10,133 ) ( 10,133 )

Other derivative loss — ( 14,731 ) ( 14,731 )

Net investment gains/(losses) — ( 24,864 ) ( 24,864 )

Net operating loss ( 3,259 ) ( 40,827 ) ( 44,086 )

Other income/(expense):

Other income 3 65 68

Transaction costs — ( 7,484 ) ( 7,484 )

Goodwill and intangible asset impairment — ( 140,785 ) ( 140,785 )

Total other income/(expense) 3 ( 148,204 ) ( 148,201 )

Net loss before income taxes ( 3,256 ) ( 189,031 ) ( 192,287 )

Income tax benefit/(expense) — — —

Net loss $ ( 3,256 ) $ ( 189,031 ) $ ( 192,287 )

Period from July 1, 2025 to September 11, 2025 (Predecessor)

Asset Management Corporate & Other Total Consolidated

Investment advisory fees $ 1,283 $ — $ 1,283

Other revenue — 5 5

Total revenues 1,283 5 1,288

Operating expenses:

Fund management and administration 1,251 — 1,251

Employee compensation and benefits 1,550 1,601 3,151

General and administrative expense 252 619 871

Marketing and advertising 10 58 68

Depreciation and amortization — 43 43

Total operating expenses 3,063 2,321 5,384

Investment gains/(losses):

Net unrealized loss on digital assets — — —

Other derivative loss — — —

Net investment gains/(losses) — — —

Net operating loss ( 1,780 ) ( 2,316 ) ( 4,096 )

Other income/(expense):

Other income/(expense) 15 ( 5 ) 10

Transaction costs — ( 10,280 ) ( 10,280 )

Goodwill and intangible asset impairment — — —

Total other income/(expense) 15 ( 10,285 ) ( 10,270 )

Net loss before income taxes ( 1,765 ) ( 12,601 ) ( 14,366 )

Income tax benefit/(expense) — — —

Net loss $ ( 1,765 ) $ ( 12,601 ) $ ( 14,366 )

Three Months Ended September 30, 2024 (Predecessor)

Asset Management Corporate & Other Total Consolidated

Investment advisory fees $ 950 $ — $ 950

Other revenue 34 — 34

Total revenues 984 — 984

Operating expenses:

Fund management and administration 1,272 — 1,272

Employee compensation and benefits 2,182 — 2,182

General and administrative expense 4,404 — 4,404

Marketing and advertising 89 — 89

Depreciation and amortization 47 — 47

Total operating expenses 7,994 — 7,994

Investment gains/(losses):

Net unrealized loss on digital assets — — —

Other derivative loss — — —

Net investment gains/(losses) — — —

Net operating loss ( 7,010 ) — ( 7,010 )

Other income/(expense):

Other income 208 — 208

Transaction costs — — —

Goodwill and intangible asset impairment — — —

Total other income/(expense) 208 — 208

Net loss before income taxes ( 6,802 ) — ( 6,802 )

Income tax benefit/(expense) — — —

Net loss $ ( 6,802 ) $ — $ ( 6,802 )

The following summarizes the information reviewed by the CODM to evaluate the Company's Asset Management and Corporate and Other net income (loss) for the period from September 12, 2025 to September 30, 2025, the period from January 1, 2025 to September 11, 2025, and the nine months ended September 30, 2024 (amounts in thousands):

Period from September 12, 2025 to September 30, 2025 (Successor)

Asset Management Corporate & Other Total Consolidated

Investment advisory fees $ 246 $ — $ 246

Other revenue — 9 9

Total revenues 246 9 255

Operating expenses:

Fund management and administration 282 — 282

Employee compensation and benefits 3,129 15,591 18,720

General and administrative expense 91 354 445

Marketing and advertising 3 15 18

Depreciation and amortization — 12 12

Total operating expenses 3,505 15,972 19,477

Investment gains/(losses):

Net unrealized loss on digital assets — ( 10,133 ) ( 10,133 )

Other derivative loss — ( 14,731 ) ( 14,731 )

Net investment gains/(losses) — ( 24,864 ) ( 24,864 )

Net operating loss ( 3,259 ) ( 40,827 ) ( 44,086 )

Other income/(expense):

Other income 3 65 68

Transaction costs — ( 7,484 ) ( 7,484 )

Goodwill and intangible asset impairment — ( 140,785 ) ( 140,785 )

Total other income/(expense) 3 ( 148,204 ) ( 148,201 )

Net loss before income taxes ( 3,256 ) ( 189,031 ) ( 192,287 )

Income tax benefit/(expense) — — —

Net loss $ ( 3,256 ) $ ( 189,031 ) $ ( 192,287 )

Period from January 1, 2025 to September 11, 2025 (Predecessor)

Asset Management Corporate & Other Total Consolidated

Investment advisory fees $ 4,187 $ — $ 4,187

Other revenue 7 28 35

Total revenues 4,194 28 4,222

Operating expenses:

Fund management and administration 4,250 — 4,250

Employee compensation and benefits 4,861 2,361 7,222

General and administrative expense 2,672 1,557 4,229

Marketing and advertising 88 143 231

Depreciation and amortization 52 97 149

Total operating expenses 11,923 4,158 16,081

Investment gains/(losses):

Net unrealized loss on digital assets — — —

Other derivative loss — — —

Net investment gains/(losses) — — —

Net operating loss ( 7,729 ) ( 4,130 ) ( 11,859 )

Other income/(expense):

Other income 360 226 586

Transaction costs — ( 15,717 ) ( 15,717 )

Goodwill and intangible asset impairment — — —

Total other income/(expense) 360 ( 15,491 ) ( 15,131 )

Net loss before income taxes ( 7,369 ) ( 19,621 ) ( 26,990 )

Income tax benefit/(expense) — — —

Net loss $ ( 7,369 ) $ ( 19,621 ) $ ( 26,990 )

Nine Months Ended September 30, 2024 (Predecessor)

Asset Management Corporate & Other Total Consolidated

Investment advisory fees $ 2,560 $ — $ 2,560

Other revenue 55 — 55

Total revenues 2,615 — 2,615

Operating expenses:

Fund management and administration 3,488 — 3,488

Employee compensation and benefits 6,465 — 6,465

General and administrative expense 10,040 — 10,040

Marketing and advertising 443 — 443

Depreciation and amortization 141 — 141

Total operating expenses 20,577 — 20,577

Investment gains/(losses):

Net unrealized loss on digital assets — — —

Other derivative loss — — —

Net investment gains/(losses) — — —

Net operating loss ( 17,962 ) — ( 17,962 )

Other income/(expense):

Other income 500 — 500

Transaction costs — — —

Goodwill and intangible asset impairment — — —

Total other income/(expense) 500 — 500

Net loss before income taxes ( 17,462 ) — ( 17,462 )

Income tax benefit/(expense) — — —

Net loss $ ( 17,462 ) $ — $ ( 17,462 )

The total assets of the Company's operating segments are summarized as follows (in thousands):

September 30, 2025 December 31, 2024

(Successor) (Predecessor)

Asset Management $ 1,471 $ 28,197

Corporate & Other 791,105 —

Total $ 792,576 $ 28,197

(13) Subsequent Events

Management evaluated all events from the date

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

Based on our evaluation no material

events have occurred that require disclosure other than below.

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

platform to a third party for $ 140,000 .

Digital asset update

During the period from October 1, 2025 to November 7, 2025, the Company purchased approximately 1,639.4 bitcoin at an average price of approximately $ 103,799.81 per bitcoin, for a total purchase amount of $ 170.2 million, inclusive of fees and expenses.

Capital stock update

As of November 7, 2025, the Company had 592,579,510 and 222,904,100 shares of Class A common stock and Class B common stock outstanding, respectively.

Exercise of PIPE Pre-Funded Warrants

During the period from October 1, 2025 to November 7, 2025, 113,072,210 PIPE Pre-Funded Warrants were exercised for shares of Class A common stock.

As of November 7, 2025, 64,174,252 PIPE Pre-Funded Warrants remain outstanding.

Exercise of PIPE Traditional Warrants

During the period from October 1, 2025 to November 7, 2025, the Company received gross proceeds of $ 14.9 million through the exercise of 11,073,518 PIPE Traditional Warrants.

As of November 7, 2025, 534,556,109 PIPE Traditional Warrants remain outstanding.

At-the-market offering

During the period from October 1, 2025 to November 7, 2025, the Company issued an aggregate of 2,375,138 shares of its Class A common stock under the Sales Agreement for aggregate gross proceeds of $ 6.2 million.

As of November 7, 2025, the Company has the availability to raise approximately $ 384.6 million through the issuance and sale of its Class A common stock pursuant to the Sales Agreement.

Initial public offering of SATA Stock

On November 10, 2025, the Company completed a registered public offering of 2,000,000 shares of its Variable Rate Series A Perpetual Preferred Stock (“SATA Stock”), at a price to the public of $ 80.00 per share, for net proceeds of approximately $ 149.3 million, after deducting the underwriting discounts and commissions and the Company’s estimated offering expenses.

The Company filed a certificate of designation with the Secretary of State of the State of Nevada designating and establishing the terms of the SATA Stock.

The SATA Stock is listed for trading on the Nasdaq Global Market under the symbol “SATA.”

The SATA Stock accumulates cumulative dividends ("regular dividends") at a variable rate (as described below) per annum on the stated amount of $ 100 per share thereof.

Regular dividends on the SATA Stock will be payable when, as and if declared by the Company’s board of directors or any duly authorized committee thereof, out of funds legally available for their payment, monthly in arrears on the 15th calendar day of each calendar month, beginning on December 15, 2025.

The initial monthly regular dividend rate per annum is 12.00 %.

However, the Company has the right, in its sole and absolute discretion, to adjust the monthly regular dividend rate per annum applicable to subsequent regular dividend periods.

The Company’s right to adjust the monthly regular dividend rate per annum is subject to certain restrictions.

For example, the Company is not permitted to reduce the monthly regular dividend rate per annum that will apply to any regular dividend period (i) by more than the following amount from the monthly regular dividend rate per annum applicable to the prior regular dividend period:

the sum of (1) 25 basis points;

and (2) the excess, if any, of (x) the one-month term secured overnight financing rate (“SOFR”) rate on the first business day of such prior regular dividend period, over (y) the minimum of the one-month term SOFR rates that occur on the business days during the period from, and including, the first business day of such prior regular dividend period to, and including, the last business day of such prior regular dividend period;

or (ii) to a rate per annum that is less than the one-month term SOFR rate in effect on the business day before the Company provides notice of the next monthly regular dividend rate per annum.

In addition, the Company is not entitled to elect to reduce the monthly regular dividend rate per annum unless and until (x) three ( 3 ) months following the initial issue date, or such earlier time as the arithmetic average of the last reported sale prices per share of SATA Stock

for each trading day of twenty ( 20 ) consecutive trading days at any time during the three ( 3 ) months following the initial issuance date exceeds $ 100 , (y) all accumulated regular dividends, if any, on the SATA Stock then outstanding for all prior completed regular dividend periods, if any, have been paid in full, and (z) the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day during the immediately preceding regular dividend period is not less than $ 99 per share.

The Company’s current intention (which is subject to change in the Company’s sole and absolute discretion) is to adjust the monthly regular dividend rate per annum in such manner as the Company believes will maintain SATA Stock’s trading price within its stated long-term range of $ 95 and $ 105 per share.

Declared regular dividends on the SATA Stock will be payable solely in cash.

In the event that any accumulated regular dividend on the SATA Stock is not paid on the applicable regular dividend payment date, then additional regular dividends (“SATA compounded dividends”) will accumulate on the amount of such unpaid regular dividend, compounded monthly.

The compounded dividend rate applicable to any unpaid regular dividend that was due on a regular dividend payment date (or, if such regular dividend payment date is not a business day, the next business day) will initially be a rate per annum equal to 12.00 % plus 25 basis points;

provided, however, that, until such regular dividend, together with compounded dividends thereon, is paid in full, such compounded dividend rate will increase by 25 basis points per month for each subsequent regular dividend period, up to a maximum dividend rate of 20 % per annum.

The SATA Stock also has certain redemption and repurchase rights, in the manner, and subject to the terms, set forth in the SATA Stock certificate of designation.

The Company has evaluated subsequent events through the date of this Quarterly Report on Form 10-Q and determined that, except as disclosed within these consolidated financial statements, there have been no other events that have occurred that would require accrual or additional disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements