What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-05 · 281 added, 1159 removed, 10 unchanged (99% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following management’s discussion

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

and understanding of our plans and financial condition .

The following financial information is derived from our condensed financial

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

Except as otherwise indicated by the context and

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

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

a Nevada corporation.

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

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

“Existing Class B Common

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

“Preferred stock” refers to

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

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

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

Reverse Stock Split

Unless otherwise noted,

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

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

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

Eastern Daylight Time on July

1, 2024 (the “Reverse Stock Split”).

Note Regarding Trademarks, Trade Names and

Service Marks

We use various trademarks, trade names and service

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

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

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

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

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

respective owners.

Special Note Regarding Forward-Looking Statements

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

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

All statements

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

These statements relate to future events or to our future financial

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

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

or implied by these forward-looking statements.

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

● the occurrence of any event, change or other circumstances

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

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

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

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

● the outcome of any legal proceedings that may be instituted

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

Company or the combined company;

● the possibility that the anticipated benefits of the proposed

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

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

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

in which Strive or the Company operate;

● the possibility that the integration of Strive or the Company

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

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

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

● the diversion of management’s attention from ongoing

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

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

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

transaction under the A&R Merger Agreement;

● changes in the Company’s share price before closing

under the A&R Merger Agreement;

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

Company or the combined company;

● the Company’s ability to introduce new products and

● the Company’s ability to obtain additional funding

to develop additional services and offerings;

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

● market acceptance of the Company’s new offerings;

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

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

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

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

● the Company’s goals and strategies;

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

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

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

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

industry and market analyses and projections;

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

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

funding partners and other parties with whom we collaborate;

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

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

In some cases, you can identify forward-looking

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

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

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

These statements are only predictions.

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

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

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

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

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

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

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

the forward-looking statements.

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

In addition, statements that “we believe”

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

These statements are based upon information available

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

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

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

These statements are inherently uncertain and investors are

cautioned not to unduly rely upon these statements.

The forward-looking statements made in this Quarterly

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

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

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

Asset Entities is a technology company providing

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

We also design, develop

and manage servers for communities on Discord.

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

three categories of services:

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

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

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

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

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

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

creators and influencers.

Gen Z is commonly considered to be people born between 1997 and 2012.

Our investment education and entertainment

service focuses on stock, real estate, cryptocurrency, and NFT community learning programs designed for the next generation.

believe that Gen Z will continue to be our primary market, our Discord server offering features education and entertainment content covering

real estate investments, which is expected to appeal strongly to older generations as well.

Our combined server user membership was approximately

203,466 as of June 30, 2025.

Our social media and marketing services utilize

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

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

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

as well as increase membership in our own servers.

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

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

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

that wishes to join Discord and create their own community.

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

in the growing market for Discord servers.

Through Ternary v2, our subscription management

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

Ternary v2 simplifies

the process for our subscribers to:

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

with daily payouts;

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

(iii) customize their

user Discord permissions and roles and other Discord settings;

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

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

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

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

We believe that we are a leading provider of all

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

We expect to experience rapid revenue growth from our

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

in each aspect of our business.

Our revenue depends on the number of paying subscribers

to our Discord servers.

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

Discord server paying subscribers, respectively.

Our Historical Performance

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

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

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

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

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

and sales of its services.

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

333-278707), which was declared

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

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

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

In May 2024, the Company

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

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

In September 2024, the

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

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

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

of up to $1,791,704.

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

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

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

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

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

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

The Company has received confirmation

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

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

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

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

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

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

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

closing conditions.

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

million, before deducting placement agent fees and offering expenses.

If all of the May 2025 Traditional Warrants are exercised

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

of approximately $1.5 billion.

Based on the Company’s existing cash resources

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

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

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

For further discussion, see Item 7.

“ —Liquidity and

Capital Resources ”.

Principal Factors Affecting Our Financial Performance

Our operating results are primarily affected by

the following factors:

● our ability to acquire new customers and users

or retain existing customers and users;

● our ability to offer competitive pricing;

● our ability to broaden product or service offerings;

● industry demand and competition;

● our ability to leverage technology and use and

develop efficient processes;

● our ability to attract and retain talented employees

and contractors;

● market conditions and our market position.

Emerging Growth Company and Smaller Reporting

We qualify as an “emerging growth company”

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

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

on exemptions from certain disclosure requirements.

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

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

the Sarbanes-Oxley Act;

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

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

annual reports;

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

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

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

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

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

and “say-on-frequency;” and

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

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

In addition, Section 107 of the JOBS Act also

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

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

In other words, an

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

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

Our financial statements may therefore

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

We will remain an emerging growth company until

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

(ii) the last day

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

(iii) the date that we become a “large

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

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

day of our most recently completed second fiscal quarter;

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

debt during the preceding three year period.

To the extent that we continue to qualify as a

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

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

a smaller reporting company, including as to:

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

scaled executive compensation disclosures;

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

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes to those consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

References to "we", "us", "our", or "the Company" refer to Strive, Inc.

and its consolidated subsidiaries unless specifically stated otherwise.

Cautionary Statement Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties.

Such statements are often characterized by the use of qualified words (and their derivatives) such as “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project,” “predict,” “potential,” “assume,” “forecast,” “target,” “budget,” “outlook,” “trend,” “guidance,” “objective,” “goal,” “strategy,” “opportunity,” and “intend,” as well as words of similar meaning or other statements concerning opinions or judgment of the Company or its management about future events.

Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements.

Although Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results of Company will not differ materially from any projected future results expressed or implied by such forward-looking statements.

Additional factors that could cause results to differ materially from those described above can be found under the “Risk Factors” heading in Company’s Annual Report on Form 10-K, under the “Risk Factors” heading in Company’s Form S-4 filed on August 6, 2025 and October 10, 2025, under the “Supplementary Risk Factors” filed as an exhibit to Company’s Current Report on Form 8-K filed on September 24, 2025, and the risks that can be found in Company’s other documents filed with the SEC.

The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Company.

Investors are cautioned not to rely too heavily on any such forward-looking statements.

Forward-looking statements contained in this Quarterly Report speak only as of the date hereof, and Company undertakes no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

Strive was founded with a mission to maximize long-term value for shareholders through the unapologetic embrace of capitalism, meritocracy and innovation.

Following the completion of Strive Enterprises, Inc.'s reverse acquisition of Asset Entities Inc.

in September 2025, Strive began operating as a publicly traded company and began deploying capital to execute on its bitcoin treasury strategy, becoming the first publicly traded bitcoin treasury asset management firm.

As of September 30, 2025, the Company manages over $2.0 billion in assets under management ("AUM") across 13 exchange, collective investment trusts, and a direct indexing platform.

These activities provide recurring, fee-based revenue streams which increase with AUM.

Beginning in fiscal year 2026, we plan to operate our asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range.

Our Bitcoin Strategy

Our bitcoin strategy generally involves, from time to time, subject to market conditions and the need for cash and cash equivalents to meet short-term working capital requirements, (i) acquiring bitcoin using open market purchases using available cash, which may be raised from our operating activities as well as capital raising initiatives, such as issuing equity and fixed income offerings, among other capital raise strategies (collectively, "beta" initiatives) and (ii) acquiring bitcoin through alpha strategies, such as acquiring bitcoin through strategic M&A activity or other transactions, resulting in the acquisition of bitcoin at a discount relative to market value, which are intended to deliver returns above and beyond what beta initiatives may deliver alone.

As of September 30, 2025, the Company held approximately 5,886 bitcoin, with a total cost of $683.0 million, and a fair value of $672.9 million, which were acquired at an average price of $116,053, including fees and expenses.

Available Information

Our website is located at www.strive.com.

We make available free of charge, on or through the Investor Relations section of our website (https://investors.strive.com), our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after electronically filing or furnishing such reports with the SEC.

Information found on our website is not part of this Quarterly Report or any other report filed with the SEC.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file or furnish electronically with the SEC at www.sec.gov.

We also maintain a dashboard on our website (https://treasury.strive.com/) as a disclosure channel for providing broad, non-exclusionary distribution of information regarding the Company to the public, including information regarding market prices of our outstanding securities, bitcoin purchases and holdings, certain KPI metrics and other supplemental information, and as one means of disclosing non-public information in compliance with our disclosure obligations under Regulation FD.

Investors and others are encouraged to regularly review the information that we make public via the website dashboard.

Recent Developments

Third quarter highlights

On May 6, 2025, Strive Enterprises, Inc.

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.

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

surviving as a wholly owned subsidiary of Asset Entities.

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

was renamed Strive, Inc.

and became the first bitcoin treasury asset management firm.

Concurrent with the consummation of the Asset Entities Merger, the Company closed its previously announced PIPE financing transaction, issuing Class A common stock and pre-funded warrants to raise $749.6 million in gross proceeds, with the ability to raise $749.6 million in additional gross proceeds upon the exercise of traditional warrants issued to PIPE participants.

In addition, the Company completed an exchange pursuant to Section 351 of the Internal Revenue Code of 1986, as amended, with certain accredited investors, in which the Company exchanged 2.7 million shares of Class A common stock for 69 bitcoin (the "351 Exchange").

The bitcoin acquired through the 351 Exchange, along with open market purchases of 5,817 bitcoin by the Company, resulted in the Company acquiring an aggregate of 5,886 bitcoin during the period from September 12, 2025 to September 30, 2025.

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.

On September 22, 2025, the Company entered into that certain Agreement and Plan of Merger (the "Semler Merger Agreement") with Semler Scientific, Inc.

("Semler" and the transaction, 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.

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.” All net proceeds from the offering were used for general corporate purposes, including the acquisition of bitcoin and for working capital.

Results of Operations

Comparison of Three Months Ended June 30,

2025 and 2024

Operations Data

Three Months Ended

June 30, 2025

The comparability of our operating results for the period from September 12, 2025 to September 30, 2025 (Successor), for the period from July 1, 2025 to September 11, 2025 (Predecessor), and for the three months ended September 30, 2024 (Predecessor) as well as the comparability of our operating results for the period from September 12, 2025 to September 30, 2025 (Successor), for the period from January 1, 2025 to September 11, 2025 (Predecessor), and for the nine months ended September 30, 2024 (Predecessor) was impacted by our Asset Entities Merger and may not be comparable.

For the purposes of the comparison of the results of operations below, we have compared the relevant Predecessor three and nine months ended September 30, 2025 to the respective combined Predecessor and Successor periods of 2025.

Comparison of the Three Months Ended September 30, 2025 and the Three Months Ended September 30, 2024

The following table presents information regarding the consolidated results of operations for the period from September 12, 2025 to September 30, 2025 (Successor) and for the period from July 1, 2025 to September 11, 2025 (Predecessor) compared to the three months ended September 30, 2024 (Predecessor) (amounts in thousands, other than percentages):

Successor Predecessor Increase (Decrease)

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 $ 579 60.9 %

Other revenue 9 5 34 (20) (58.8) %

Total revenues 255 1,288 984 559 56.8 %

Operating expenses:

Contract labor

General and administrative

Management compensation

Fund management and administration 282 1,251 1,272 261 20.5 %

Employee compensation and benefits 18,720 3,151 2,182 19,689 902.3 %

General and administrative expense 445 871 4,404 (3,088) (70.1) %

Marketing and advertising 18 68 89 (3) (3.4) %

Depreciation and amortization 12 43 47 8 17.0 %

Total operating expenses 19,477 5,384 7,994 16,867 211.0 %

Loss from operations

Investment gains/(losses):

Net unrealized loss on digital assets (10,133) — — (10,133) (100.0) %

Other derivative loss (14,731) — — (14,731) (100.0) %

Net investment gains/(losses) (24,864) — — (24,864) (100.0) %

Net operating loss (44,086) (4,096) (7,010) (41,172) 587.3 %

Other income/(expense):

Interest income

Interest expense

Total other income

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

the three months ended June 30, 2024.

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

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

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

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

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

There was no material difference

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

Operating Expenses .

Our total operating

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

three months ended June 30, 2024.

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

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

From Operations .

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

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

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

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

Comparison of Six

Months Ended June 30, 2025 and 2024

Operations Data

Six Months Ended

June 30, 2025

Other income 68 10 208 (130) (62.5) %

Transaction costs (7,484) (10,280) — (17,764) (100.0) %

Goodwill and intangible asset impairment (140,785) — — (140,785) (100.0) %

Total other income/(expense) (148,201) (10,270) 208 (158,679) (76,288.0) %

Net loss before income taxes (192,287) (14,366) (6,802) (199,851) 2,938.1 %

Income tax benefit/(expense) — — — — — %

Net loss $ (192,287) $ (14,366) $ (6,802) $ (199,851) 2,938.1 %

Investment advisory fees

Investment advisory fees increased by $0.6 million, or 60.9%, to $1.5 million ($0.2 million for the period from September 12, 2025 to September 30, 2025 and $1.3 million for the period from July 1, 2025 to September 11, 2025) from $1.0 million for the three months ended September 30, 2024.

This increase was driven by an increase in assets under management of Strive offerings.

Other revenue

Other revenue remained at less than $0.1 million during all periods.

Fund management and administration

Fund management and administration expense increased by $0.3 million, or 20.5%, to $1.5 million ($0.3 million for the period from September 12, 2025 to September 30, 2025 and $1.3 million for the period from July 1, 2025 to September 11, 2025) from $1.3 million for the three months ended September 30, 2024.

This increase was primarily due to an expansion in AUM held within previously launched Strive funds.

Employee compensation and benefits

Employee compensation and benefits expense increased by $19.7 million, or 902.3%, to $21.9 million ($18.7 million for the period from September 12, 2025 to September 30, 2025 and $3.2 million for the period from July 1, 2025 to September 11, 2025) from $2.2 million for the three months ended September 30, 2024.

This increase was primarily a result of stock compensation expense recorded during the period from September 12, 2025 to September 30, 2025 as a result of the achievement of the liquidity event performance condition, which resulted in an increase of $16.3 million, largely due to the one-time catch up of previously time-vested awards.

This was paired with an increase in the average headcount in 2025 compared to 2024.

General and administrative expense

General and administrative expense decreased by $3.1 million, or (70.1)%, to $1.3 million ($0.4 million for the period from September 12, 2025 to September 30, 2025 and $0.9 million for the period from July 1, 2025 to September 11, 2025) from $4.4 million for the three months ended September 30, 2024.

This decrease was primarily due to a decrease in legal and consulting expenses of $3.0 million related to the launch of the wealth management business line in late 2024, regulatory compliance consultations, general counsel representation and various legal matters throughout 2024.

Marketing and advertising

Marketing and advertising remained at less than $0.1 million during all periods.

Depreciation and amortization

Depreciation and amortization remained at less than $0.1 million during all periods presented.

Net unrealized loss on digital assets

Net unrealized loss on digital assets increased by $10.1 million, or (100.0)%, to $10.1 million for the period from September 12, 2025 to September 30, 2025.

The Company did not hold any digital assets throughout periods prior to September 12, 2025.

Other derivative loss

Other derivative loss increased by $14.7 million, or (100.0)%, to $14.7 million for the period from September 12, 2025 to September 30, 2025, which was driven by the market price of the Company's Class A common stock being higher than the price agreed-upon as part of the exchange of bitcoin for Class A common shares at the exchange date.

Other income decreased by $0.1 million, or (62.5)%, to $0.1 million ($68 thousand for the period from September 12, 2025 to September 30, 2025 and $10 thousand for the period from July 1, 2025 to September 11, 2025) from $0.2 million for the three months ended September 30, 2024.

This decrease was due to decreases in market interest rates as well as a non-recurring expense incurred during the period from July 1, 2025 to September 11, 2025.

Transaction costs

Transaction costs increased by $17.8 million, or (100.0)%, to $17.8 million ($7.5 million for the period from September 12, 2025 to September 30, 2025 and $10.3 million for the period from July 1, 2025 to September 11, 2025) from no transaction costs for the three months ended September 30, 2024.

This increase was primarily due to accounting and legal costs incurred related to the Asset Entities Merger and the pending Semler Merger, which did not occur during the three months ended September 30, 2024.

Goodwill and intangible asset impairment

Goodwill and intangible asset impairment increased by $140.8 million, or (100.0)%, to $140.8 million for the period from September 12, 2025 to September 30, 2025.

The Company performed an impairment assessment of goodwill and intangible assets acquired as part of the Asset Entities Merger and determined that these assets were impaired.

No such impairments occurred during the three months ended September 30, 2024.

Comparison of the Nine Months Ended September 30, 2025 and the Nine Months Ended September 30, 2024

The following table presents information regarding the consolidated results of operations for the period from September 12, 2025 to September 30, 2025 (Successor) and for the period from January 1, 2025 to September 11, 2025 (Predecessor) compared to the nine months ended September 30, 2024 (Predecessor) (amounts in thousands, other than percentages):

Successor Predecessor Increase (Decrease)

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 $ 1,873 73.2 %

Other revenue 9 35 55 (11) (20.0) %

Total revenues 255 4,222 2,615 1,862 71.2 %

Operating expenses:

Contract labor

General and administrative

Management compensation

Fund management and administration 282 4,250 3,488 1,044 29.9 %

Employee compensation and benefits 18,720 7,222 6,465 19,477 301.3 %

General and administrative expense 445 4,229 10,040 (5,366) (53.4) %

Marketing and advertising 18 231 443 (194) (43.8) %

Depreciation and amortization 12 149 141 20 14.2 %

Total operating expenses 19,477 16,081 20,577 14,981 72.8 %

Loss from operations

Investment gains/(losses):

Net unrealized loss on digital assets (10,133) — — (10,133) (100.0) %

Other derivative loss (14,731) — — (14,731) (100.0) %

Net investment gains/(losses) (24,864) — — (24,864) (100.0) %

Net operating loss (44,086) (11,859) (17,962) (37,983) 211.5 %

Other income/(expense):

Interest income

Interest expense

Total other income

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

the six months ended June 30, 2024.

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

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

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

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

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

There was no material difference in the

Company’s subscription pricing structure between these periods.

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

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

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

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

June 30, 2024.

From Operations .

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

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

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

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

Other income 68 586 500 154 30.8 %

Transaction costs (7,484) (15,717) — (23,201) (100.0) %

Goodwill and intangible asset impairment (140,785) — — (140,785) (100.0) %

Total other income/(expense) (148,201) (15,131) 500 (163,832) (32,766.4) %

Net loss before income taxes (192,287) (26,990) (17,462) (201,815) 1,155.7 %

Income tax benefit/(expense) — — — — — %

Net loss $ (192,287) $ (26,990) $ (17,462) $ (201,815) 1,155.7 %

Investment advisory fees

Investment advisory fees increased by $1.9 million, or 73.2%, to $4.4 million ($0.2 million for the period from September 12, 2025 to September 30, 2025 and $4.2 million for the period from January 1, 2025 to September 11, 2025) from $2.6 million for the nine months ended September 30, 2024.

This increase was driven by an increase in assets under management of existing Strive offerings, leading to an increase in investment advisory fees of $1.8 million, coupled with additional Strive fund offerings launched in 2024 and 2025.

Other revenue

Other revenue remained at less than $0.1 million during all periods.

Fund management and administration

Fund management and administration expense increased by $1.0 million, or 29.9%, to $4.5 million ($0.3 million for the period from September 12, 2025 to September 30, 2025 and $4.3 million for the period from January 1, 2025 to September 11, 2025) from $3.5 million for the nine months ended September 30, 2024.

This increase was primarily due to expansion in AUM held within previously launched Strive funds, which led to a $0.8 million increase, as well as additional Strive fund offerings launched

Employee compensation and benefits

Employee compensation and benefits expense increased by $19.5 million, or 301.3%, to $25.9 million ($18.7 million for the period from September 12, 2025 to September 30, 2025 and $7.2 million for the period from January 1, 2025 to September 11, 2025) from $6.5 million for the nine months ended September 30, 2024.

This was paired with an increase in the average headcount in 2025 compared to 2024.

General and administrative expense

General and administrative expense decreased by $5.4 million, or (53.4)%, to $4.7 million ($0.4 million for the period from September 12, 2025 to September 30, 2025 and $4.2 million for the period from January 1, 2025 to September 11, 2025) from $10.0 million for the nine months ended September 30, 2024.

This decrease was primarily due to a decrease in legal and consulting expenses of $5.1 million related to the launch of the wealth management business line in late 2024, regulatory compliance consultations, general counsel representation and various legal matters throughout 2024.

Marketing and advertising

Marketing and advertising decreased by less than $0.2 million, or (43.8)%, to $0.2 million ($18 thousand for the period from September 12, 2025 to September 30, 2025 and $0.2 million for the period from January 1, 2025 to September 11, 2025) from $0.4 million for the nine months ended September 30, 2024.

This decrease was primarily due to additional marketing consulting and advertising services as a result of additional public relations efforts throughout 2024.

Depreciation and amortization

Depreciation and amortization increased by less than $0.1 million, or 14.2%, to $0.2 million ($12 thousand for the period from September 12, 2025 to September 30, 2025 and $0.1 million for the period from January 1, 2025 to September 11, 2025) from $0.1 million for the nine months ended September 30, 2024.

This increase was due to purchases of property, plant, and equipment during 2024.

Net unrealized loss on digital assets

Net unrealized loss on digital assets increased by $10.1 million, or (100.0)%, to $10.1 million for the period from September 12, 2025 to September 30, 2025.

The Company did not hold any digital assets during periods prior to September 12, 2025.

Other derivative loss

Other income increased by $0.2 million, or 30.8%, to $0.7 million ($68 thousand for the period from September 12, 2025 to September 30, 2025 and $0.6 million for the period from January 1, 2025 to September 11, 2025) from $0.5 million for the nine months ended September 30, 2024.

This increase was due to an increase in the average level of holdings of interest-bearing assets during 2025 as compared to 2024.

Transaction costs

Transaction costs increased by $23.2 million, or (100.0)%, to $23.2 million ($7.5 million for the period from September 12, 2025 to September 30, 2025 and $15.7 million for the period from January 1, 2025 to September 11, 2025) from no transaction costs for the nine months ended September 30, 2024.

This increase was primarily due to accounting and legal costs incurred related to the Asset Entities Merger and the pending Semler Merger, which did not occur during the nine months ended September 30, 2024.

Goodwill and intangible asset impairment

Goodwill and intangible asset impairment increased by $140.8 million, or (100.0)%, to $140.8 million for the period from September 12, 2025 to September 30, 2025.

The Company performed an impairment assessment of goodwill and intangible assets acquired as part of the Asset Entities Merger and determined that these assets were impaired.

No such impairments occurred during the nine months ended September 30, 2024.

Liquidity and Capital Resources

As of June 30, 2025,

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

During the three months ended

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

To date, the Company has financed its operations

primarily through capital raises and sales of its services.

Based on the Company’s existing cash resources, the cash expected to

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

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

for at least 12 months beyond that period.

As indicated above, we

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

investments or acquisitions we may decide to pursue.

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

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

The sale of additional equity securities

could result in dilution to our stockholders.

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

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

Financing may not be available in amounts

or on terms acceptable to us, if at all.

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

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

Summary of Cash Flow

The following table provides detailed information

about our net cash flow for the periods presented:

Six Months Ended

Net cash provided by (used in) operating activities

$ (3,261,053 )

$ (2,322,108 )

The following table summarizes Strive's available liquidity (in thousands):

September 30, 2025 December 31, 2024

(Successor) (Predecessor)

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

Short-term investments — 16,755

Digital assets, at fair value 672,913 —

Total liquidity $ 781,982 $ 22,910

Our principal sources of liquidity are cash and cash equivalents and short-term investments.

Cash and cash equivalents may include holdings in bank demand deposits, money market investments, and certificates of deposit.

Strive considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Short-term investments consist of U.S.

Treasury Bills that have a maturity exceeding three months and less than 12 months at the time of purchase.

Strive classifies short-term investments as held-to-maturity based on Strive’s intent and ability to hold these investments until maturity.

The Company decreased holdings of short-term investments period-over-period, instead holding in cash and cash equivalents, to meet commitments from recent transactions and to opportunistically invest in bitcoin and bitcoin-related product investments.

Although the Company holds significant investments in bitcoin, all of which are unencumbered, the Company's intention is to hold these assets and not liquidate any such investments for working capital needs.

Management believes that Strive's liquidity position puts the Company in a position of strategic advantage to execute on strategic initiatives and meet working capital needs for at least the next twelve months.

Capital resources

On September 12, 2025, the Company consummated a private offering of Class A common stock, Pre-Funded Warrants, and Traditional Warrants, 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.

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

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.

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 our Class A common stock remains available through the share repurchase program.

On November 10, 2025, we issued 2,000,000 shares of SATA Stock in a public offering registered under the Securities Act.

In connection with such issuance, we filed the certificate of designation for the SATA Stock with the Secretary of State of the State of Nevada designating an aggregate of 2,000,000 shares of, and establishing the terms of, the SATA Stock.

We received approximately $149.3 million of net proceeds, after deducting the underwriting discounts and commissions and our offering expenses, from the issuance of our SATA Stock in the initial public offering of SATA Stock.

All net proceeds from the offering were used for general corporate purposes, including the acquisition of bitcoin and for working capital.

Contractual and Other Obligations

As of September 30, 2025, our material contractual obligations and commitments primarily include operating leases and employee compensation agreements.

Strive did not have any long-term debt or other long-term liabilities as of September 30, 2025.

Strive maintains operating leases for its office locations in Dallas, Texas and Dublin, Ohio.

In May 2025, Strive entered into an agreement to sub-lease the Dublin, Ohio office location to a third-party for substantially the same terms as Strive’s lease.

At September 30, 2025, Strive had operating lease payment obligations of approximately $5.6 million, of which $0.7 million is payable within 12 months.

Of these amounts, $2.4 million of the future lease obligations, $0.3 million of which is due within 12 months, relate to amounts that will be recovered through lease payments from our sub-tenant for the Dublin, Ohio lease.

The following table summarizes Strive's cash flow activities (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

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

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

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

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

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

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

This increase was primarily due to an increase

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

Net cash used in investing activities was $0 for

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

This change was

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

the six months ended June 30, 2025.

Net cash provided by financing activities was

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

June 30, 2024.

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

ended June 30, 2025.

Agreement and Plan

On May 6, 2025, the Company

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

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

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

Management”).

On June 27, 2025, as

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

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

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

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

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

Because Merger Sub will

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

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

In particular, subject to the terms

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

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

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

The “Company Consideration Stock”

shall be the Existing Class A Common Stock redesignated as class B common stock, $0.0001 par value per share, of the Company (“New

Class B Common Stock”), pursuant to amended and restated articles of incorporation of the Company to be adopted and approved in

accordance with the A&R Merger Agreement (the “A&R Articles of Incorporation”).

The Existing Class B Common Stock

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

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

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

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

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

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

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

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

Each Strive RSU and Strive

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

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

Pursuant to the A&R

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

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

This End Date extension was agreed to account for potential process

delays out of the ordinary course that are not anticipated.

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

from the parties’ original timeline.

The board of directors

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

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

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

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

In connection with the

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

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

Concurrently with the

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

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

stockholder agreed, on the terms and subject to the conditions set forth therein, (i) to vote all of their respective voting shares in

the Company, collectively constituting approximately 40.2% of the total voting power of the outstanding shares of the Company’s

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

to convert their Existing Class A Common Stock into Existing Class B Common Stock (which will be redesignated as New Class A Common Stock),

in exchange for a payment of $2.5 million from the Company and (iii) certain other matters in connection with the Merger as contemplated

If the A&R Merger Agreement is terminated

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

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

Cantor Fitzgerald &

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

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

upon the closing of the Merger.

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

The A&R Merger Agreement

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

other specific dates.

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

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

such agreement.

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

It is not intended

to provide any other factual information about the Company, Strive or any other party to the A&R Merger Agreement.

In particular,

the representations, warranties, covenants and agreements contained in the A&R Merger Agreement, which were made only for purposes

of such agreement and as of specific dates, were solely for the benefit of the parties to the A&R Merger Agreement, may be subject

to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of

allocating contractual risk between the parties to the A&R Merger Agreement instead of establishing these matters as facts) and may

be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports

and documents filed with the SEC.

Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions

thereof, as characterizations of the actual state of facts or condition of any party to the A&R Merger Agreement.

In addition, the

representations, warranties, covenants and agreements and other terms of the A&R Merger Agreement may be subject to subsequent waiver

or modification.

Moreover, information concerning the subject matter of the representations and warranties and other terms may change

after the date of the A&R Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s

public disclosures.

The foregoing description

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

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

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

May 2025 Private

On May 26, 2025, the

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

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

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

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

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

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

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

2025 Private Placement”).

The May 2025 Private

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

A&R Merger Agreement.

The May 2025 Private

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

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

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

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

closing conditions.

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

million, before deducting placement agent fees and offering expenses.

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

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

of approximately $1.5 billion.

Pursuant to the terms

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

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

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

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

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

The Company has agreed to use commercially

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

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

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

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

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

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

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

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

In addition, the May

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

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

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

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

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

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

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

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

other securities, in cash or otherwise;

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

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

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

conversion thereof;

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

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

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

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

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

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

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

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

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

or other compensation awards;

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

(vi) the offer or issuance

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

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

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

(vii) the offer or issuance or

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

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

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

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

or greater than $3.00 per share;

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

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

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

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

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

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

period beginning on or after the Outside Effectiveness Date.

CFCO acted as lead placement

agent for the May 2025 Private Placement.

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

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

The representations,

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

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

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

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

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

May 2025 Pre-Funded

Each May 2025 Pre-Funded

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

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

The May 2025 Pre-Funded Warrants include customary

anti-dilution adjustments.

Under the terms of the

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

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

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

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

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

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

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

The Company has agreed

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

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

May 2025 Traditional

Each May 2025 Traditional

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

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

The May 2025 Traditional

Warrants include customary anti-dilution adjustments.

Under the terms of the

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

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

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

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

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

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

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

The Company has agreed

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

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

The foregoing description

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

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

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

Executive Compensation

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

approved annual cash bonuses for 2025 for certain executive officers.

Arshia Sarkhani, the Company’s Chief Executive Officer

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

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

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

of $25,000 each.

In addition, Jackson Fairbanks, the Director

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

Each of the foregoing individuals is eligible to

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

employment agreement or consulting agreement.

Executive Employment and Consulting Agreements

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

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

Arshia Sarkhani Agreement”).

Under the New Arshia Sarkhani Agreement, Mr.

Sarkhani will remain employed by the Company for a term

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

written agreement.

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

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

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

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

Sarkhani an annual salary of $240,000.

Pursuant to the New Arshia Sarkhani Agreement, the Company

also paid Mr.

Sarkhani an immediate cash bonus of $25,000.

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

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

Subject to the approval by the Company’s stockholders

of an amendment to the Asset Entities Inc.

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

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

Committee, Mr.

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

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

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

Sarkhani’s continuous

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

The Sarkhani Award Agreement will also contain

non-competition and non-solicitation provisions.

Under the New Arshia Sarkhani Agreement, Mr.

Sarkhani will be eligible to participate

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

applicable Company policies.

The New Arshia Sarkhani Agreement also contains certain confidentiality provisions.

The Company may terminate

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

If the Company terminates Mr.

Sarkhani without cause,

the Company will be required to pay Mr.

Sarkhani a separation fee of $240,000.

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

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

“New Krueger Agreement”).

Under the New Krueger Agreement, Mr.

Krueger will remain employed by the Company for a term that

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

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

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

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

Company will pay Mr.

Krueger an annual salary of $180,000.

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

immediate cash bonus of $50,000.

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

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

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

Committee, Mr.

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

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

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

Krueger’s continuous

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

The Krueger Award Agreement will also contain

non-competition and non-solicitation provisions.

Under the New Krueger Agreement, Mr.

Krueger will be eligible to participate in standard

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

Company policies.

The New Krueger Agreement also contains certain confidentiality provisions.

The Company may terminate Mr.

“cause” as defined in the New Krueger Agreement.

If the Company terminates Mr.

Krueger without cause, the Company will be

required to pay Mr.

Krueger a separation fee of $180,000.

On March 27, 2025, the Company entered into a

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

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

Under the New Kyle Fairbanks Agreement, Mr.

Fairbanks will remain

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

its terms or extended by mutual written agreement.

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

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

Fairbanks (the “Prior Kyle Fairbanks Agreement”),

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

Fairbanks an annual salary of $240,000.

Pursuant to the New Kyle Fairbanks Agreement,

the Company also paid Mr.

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

Fairbanks will also be eligible to receive an annual

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

Subject to the approval by the Company’s stockholders

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

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

Fairbanks will be granted an award of shares of Existing

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

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

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

the Fairbanks Award Agreement subject to Mr.

Fairbanks’s continuous service.

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

shares will vest immediately.

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

New Kyle Fairbanks Agreement, Mr.

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

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

The New Kyle Fairbanks Agreement also

contains certain confidentiality provisions.

The Company may terminate Mr.

Fairbanks for “cause” as defined in the New Kyle

Fairbanks Agreement.

If the Company terminates Mr.

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

Fairbanks a separation

fee of $240,000.

On March 27, 2025, the Company entered into a

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

“New Arman Sarkhani Agreement”).

Under the New Arman Sarkhani Agreement, Mr.

Sarkhani will remain employed by the Company

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

by mutual written agreement.

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

the Company and Mr.

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

Sarkhani an annual salary

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

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

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

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

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

Sarkhani will

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

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

The shares will vest equally

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

Sarkhani’s continuous service.

Upon a change

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

The Arman Sarkhani Award Agreement will also contain non-competition

and non-solicitation provisions.

Under the New Arman Sarkhani Agreement, Mr.

Sarkhani will be eligible to participate in standard benefits

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

The New Arman Sarkhani Agreement also contains certain confidentiality provisions.

The Company may terminate Mr.

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

If the Company terminates Mr.

Sarkhani without cause, the Company

will be required to pay Mr.

Sarkhani a separation fee of $150,000.

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

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

Under the New Gaubert Agreement, Mr.

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

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

For the period

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

the Company and Mr.

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

a monthly fee of $20,000.

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

Gaubert an immediate cash fee of $75,000.

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

Gaubert will also be reimbursed for all

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

Subject to the approval by the Company’s

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

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

Gaubert will be granted an award of shares of

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

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

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

the Gaubert Award Agreement subject to Mr.

Gaubert’s continuous service.

The Gaubert Award Agreement will also contain non-competition

and non-solicitation provisions.

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

Under the New Gaubert

Agreement, Mr.

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

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

The New Gaubert Agreement also contains certain confidentiality

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

However, if either

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

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

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

Gaubert in the absence of a material breach by Mr.

Gaubert under the

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

will be required to pay Mr.

Gaubert a separation fee of $240,000.

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

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

(the “New Jackson Fairbanks Agreement”).

Under the New Jackson Fairbanks Agreement, Mr.

Fairbanks will remain employed by

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

or extended by mutual written agreement.

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

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

Fairbanks an annual salary of $125,000.

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

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

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

or the Compensation Committee.

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

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

or the Compensation Committee, Mr.

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

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

Fairbanks Award Agreement”).

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

subject to Mr.

Fairbanks’s continuous service.

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

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

Under the New Jackson Fairbanks

Agreement, Mr.

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

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

The New Jackson Fairbanks Agreement also contains

certain confidentiality provisions.

The Company may terminate Mr.

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

If the Company terminates Mr.

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

Fairbanks a separation fee of

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

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

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

During the term of the Lee Agreement,

the Company will pay Mr.

Lee an annual salary of $100,000.

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

restricted stock award agreement with Mr.

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

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

Under the Lee Agreement, Mr.

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

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

The Lee Agreement also contains certain

confidentiality provisions.

Lee may terminate the Lee Agreement at will.

Each of the executive officers named above was

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

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

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

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

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

Private Placements of Series A Preferred

Under a Securities Purchase

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

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

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

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

The shares of the Series A Preferred Stock are convertible

into shares of Existing Class B Common Stock.

Pursuant to the Ionic Purchase Agreement, the Company was required to issue and sell

165 shares of Series A Preferred Stock at each of two closings subject to the satisfaction of the terms and conditions for each closing.

The first closing (the “First Ionic Closing”)

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

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

of $1,500,000, was required to occur on the first business day on which the conditions specified in the Ionic Purchase Agreement for the

Second Ionic Closing were satisfied or waived.

On July 29, 2024, the conditions to the occurrence of the

Second Ionic Closing were met.

As a result, on July 29, 2024, the Company issued and sold 165 shares of Series A Preferred Stock to Ionic

for gross proceeds of $1,500,000.

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

Any such investment

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

Compensation to Boustead

Securities, LLC

In connection with each

of the First Ionic Closing and the Second Ionic Closing, pursuant to the letter agreement, dated November 29, 2021, between the Company

and Boustead (the “Boustead Engagement Letter”) and the Underwriting Agreement, dated as of February 2, 2023, between the

Company and Boustead (as representative of the underwriters named therein) (the “Underwriting Agreement”), the Company was

required to pay Boustead a fee equal to 7% of the aggregate purchase price and a non-accountable expense allowance equal to 1% of the

aggregate purchase price for the Series A Preferred Stock.

On the date of the First Ionic Closing, we therefore paid Boustead a total

amount of $120,000.

In addition, the Company was required to issue a warrant to Boustead for the purchase of 30,800 shares of Existing

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

of Series A Preferred Stock sold at the First Ionic Closing at the initial Conversion Price of $3.75 per share (the “May 2024 Boustead

On the date of the Second Ionic Closing, we paid Boustead a total amount of $120,000.

In addition, on the date of the

Second Ionic Closing, the Company was required to issue a warrant to Boustead for the purchase of 30,800 shares of Existing Class B Common

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

A Preferred Stock sold at the Second Ionic Closing at the initial Conversion Price of $3.75 per share (the “July 2024 Boustead Warrant”).

Pursuant to an Assignment

and Assumption Agreement, dated as of July 30, 2024, among Boustead, Sutter Securities, Inc., a registered broker-dealer and an affiliate

of Boustead (“Sutter”), and the Company (the “First July 2024 Boustead Warrant Assignment Agreement”), all of

the rights to the July 2024 Boustead Warrant were assigned by Boustead to Sutter.

Pursuant to an Assignment and Assumption Agreement,

dated as of July 30, 2024, among Sutter, Michael R.

Jacks (the “Warrant Assignee”), Boustead, and the Company (the “Second

July 2024 Boustead Warrant Assignment Agreement”), all of the rights to the July 2024 Boustead Warrant were assigned by Sutter to

the Warrant Assignee, a registered representative of Sutter.

Pursuant to the First July 2024 Boustead Warrant Assignment Agreement and

the Second July 2024 Boustead Warrant Assignment Agreement, the July 2024 Boustead Warrant was cancelled, and a warrant (the “July

2024 Assignee Warrant”) was issued to the Warrant Assignee.

The terms of the July 2024 Assignee Warrant were identical to those of

the July 2024 Boustead Warrant.

The May 2024 Boustead

Warrant and the July 2024 Boustead Assignee Warrant had an exercise price of $3.75 per share, subject to adjustment, five-year terms,

and cashless exercise and piggyback registration rights.

The May 2024 Boustead Warrant and the July 2024 Boustead Assignee Warrant were

each fully exercised on a cashless basis.

ATM Financing

ATM Sales Agreement

On September 27, 2024,

the Company entered into the ATM Sales Agreement with the Sales Agent.

Under the terms of the ATM Sales Agreement, the Company may, from

time to time, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities

Act, issue and sell through or to the Sales Agent, up to a maximum aggregate amount of $1,791,704 of shares of the Company’s Existing

Class B Common Stock (the “ATM Shares”).

The issuance and sale of the ATM Shares to or through the Sales Agent from time to

time will be effected pursuant to the Shelf Registration Statement and the prospectus supplement filed by the Company with the SEC on

September 30, 2024 relating to the offering of the ATM Shares and the accompanying base prospectus.

In November 2024 and January 2025,

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

June 30, 2025.

Pursuant to the ATM Sales

Agreement, the Company may issue and sell the ATM Shares from time to time through or to the Sales Agent, acting as sales agent or principal,

subject to the terms and conditions of the ATM Sales Agreement.

The Company may instruct the Sales Agent to make such sales, and the Sales

Agent, as agent, will use its commercially reasonable efforts to sell the ATM Shares within the parameters set forth in the Company’s

notice to sell, and subject to the satisfaction of the Company’s obligations as set forth in the ATM Sales Agreement.

will designate the parameters within which the ATM Shares must be sold, including at a minimum the number to be sold, the time period

during which sales are requested to be made, any limitation on the number of the ATM Shares that may be sold in any one trading day, and

any minimum price below which sales may not be made.

The Company has no obligation to sell, and the Sales Agent is not obligated to buy

or sell, any of the ATM Shares under the ATM Sales Agreement and may at any time suspend offers under the ATM Sales Agreement or terminate

the ATM Sales Agreement as provided for in the ATM Sales Agreement.

The ATM Sales Agreement will automatically terminate upon the earlier

to occur of (i) issuance and sale of all of the ATM Shares to or through the Sales Agent on the terms and subject to the conditions set

forth therein and (ii) the expiration of the Shelf Registration Statement on the third anniversary of the initial effective date of the

Shelf Registration Statement pursuant to Rule 415(a)(5) under the Securities Act.

The Sales Agent may sell

ATM Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Securities

Unless otherwise agreed

between the Company and the Sales Agent, settlement for sales of the ATM Shares will occur on the first trading day following the date

on which any sales are made.

Sales of the ATM Shares will be settled through the facilities of The Depository Trust Company or by such

other means as the Company and the Sales Agent may agree.

There is no arrangement for funds to be received in an escrow, trust or similar

The Company will pay

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

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

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

and additional amounts for annual maintenance of the ATM Sales Agreement (including but not limited to the reasonable and documented fees

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

Each of the Company and

the Sales Agent has the right, by giving written notice as specified in the ATM Sales Agreement, to terminate the ATM Sales Agreement

in its sole discretion at any time upon five (5) days’ prior written notice.

The Sales Agent also has the right to terminate the

ATM Sales Agreement at any time in certain circumstances, including in the event of the occurrence of a material adverse change with respect

to the Company, the failure of the Company to perform its obligations under the ATM Sales Agreement, any failure to fulfill any condition

to the obligations of the Sales Agent under the ATM Sales Agreement, or any suspension or limitation of trading of the ATM Shares.

The ATM Sales Agreement

contains certain covenants, representations and warranties customary for an agreement of this type.

The Company agreed to provide indemnification

and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act.

Since the commencement

of the ATM Financing and as of June 30, 2025, a total of 5,427,700 shares has been sold, for net proceeds to the Company of $4,830,647.56,

after paying $329,362 in compensation to the Sales Agent and the same amount to Boustead under the Boustead ATM Waiver.

This Quarterly Report

on Form 10-Q does not constitute an offer to sell or the solicitation of an offer to buy, and the ATM Shares cannot be sold in any state

or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities

laws of any state or jurisdiction.

Any offer will be made only by means of a prospectus, consisting of a prospectus supplement and the

accompanying base prospectus, forming a part of the effective registration statement.

Accounting Policies and Estimates

This discussion and analysis of our financial

condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted

accounting principles in the United States.

The preparation of these financial statements requires us to make estimates and assumptions

that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the

financial statements, as well as the reported expenses incurred during the reporting periods.

Our estimates are based on our historical

experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for

making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Actual results may

differ from these estimates under different assumptions or conditions.

While our significant accounting policies are described in more

detail in the notes to our financial statements included with this Quarterly Report on Form 10-Q, we believe that the following accounting

policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving

management’s judgments and estimates.

We believe our most critical accounting policies and estimates relate to the following:

Intangible Assets

Intangible assets acquired are recorded at fair

We test our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying

value of the assets may not be recoverable.

We test our indefinite-lived intangible assets for impairment annually or whenever events

or changes in circumstances indicate that the carrying value of the assets may not be recoverable.

If the carrying value exceeds the fair

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

Management uses considerable judgment

to determine key assumptions, including projected revenue, royalty rates and appropriate discount rates.

During the six months ended June

30, 2025 and 2024, there were no intangible asset impairment charges.

Finite-lived intangible assets are amortized using

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

Our finite-lived intangible assets include

acquired franchise agreements, acquired customer relationships, acquired customer lists, and internally developed software.

Our indefinite-lived

intangible assets include acquired domain names, trade names, and purchased software.

Intangible assets internally developed are measured

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

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

the software.

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

Capitalized development

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

The capitalization and ongoing assessment

of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including,

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

Impairment of Long-lived Assets Other Than

Long-lived assets with finite lives, primarily

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

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

If the estimated cash flows from the use of the

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

to its fair value.

Advertising Expenses

The Company expenses advertising costs as they

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

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

Research and Development

Research and development costs are charged to

expense as incurred.

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

Third-party research and development

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

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

Earnings per Share

of Common Stock

The Company has adopted Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “ Earnings per Share ” which

requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures

and requires a reconciliation of the numerator and denominator of the basic earnings per share computation.

In the accompanying financial

statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding

during the year.

Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock

and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from

common stock issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive.

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

The Company accounts for

warrants and options using the treasury stock method.

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

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

Commitments and Contingencies

The Company follows ASC 450-20, “Loss

Contingencies” , to report accounting for contingencies.

Liabilities for loss contingencies arising from claims, assessments,

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

the assessment can be reasonably estimated.

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

Segment Reporting

The Company operates as one operating

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

November 2024, the Financial Accounting Standards Board issued ASU 2024-03 final standard

on Income Statement:

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

for public business entities.

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

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

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

The Company has considered

all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact

on its financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

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

Net cash used in operating activities

The primary sources of our cash and cash equivalents from operating activities are collections from customers related to investment advisory services and interest collections from our short-term investments and holdings of cash and cash equivalents.

Our primary uses of cash and cash equivalents are from general and administrative expenses and employee-related expenditures.

Non-cash items to reconcile net loss to net cash and cash equivalents used in operating activities include depreciation and amortization, accretion of discount on short-term investments, amortization of right-of-use assets

and liabilities, unrealized gain (loss) on digital assets, other derivative loss, share-based compensation expense, goodwill and intangible asset impairments, and non-cash transaction expenses.

For the period from September 12, 2025 to September 30, 2025, net cash and cash equivalents used in operating activities was $14.0 million.

This was primarily driven by a $192.3 million net loss generated by Strive, which in turn was driven by a goodwill and intangible asset impairment of $140.8 million, net investment losses of $24.9 million, operating expenses of $19.5 million, and transaction costs of $7.5 million, partially offset by total revenues of $0.3 million.

Strive’s net loss was adjusted for non-cash items totaling $184.9 million.

Further, Strive had a net change in operating assets and liabilities of $6.6 million, driven by a decrease in accounts payable and other liabilities of $5.4 million and an increase in prepaid expenses of $2.9 million, which were partially offset by a decrease in other current assets of $1.5 million and an increase in compensation and benefits payable of $0.3 million.

For the period from January 1, 2025 to September 11, 2025, net cash and cash equivalents used in operating activities was $18.2 million.

This was primarily driven by a $27.0 million net loss generated by Strive, which in turn was driven by operating expenses of $16.1 million, and transaction costs of $15.7 million, partially offset by total revenues of $4.2 million and net other income of $0.6 million.

Strive’s net loss was adjusted for non-cash items totaling $2.5 million.

Further, Strive had a net change in operating assets and liabilities of $6.2 million, driven by an increase in accounts payable and other liabilities of $9.8 million, which was partially offset by a decrease compensation and benefits payable of $1.0 million, an increase in prepaid expenses of $0.2 million, an increase in other current assets of $1.6 million, and an increase in other non-current assets of $0.7 million.

For the nine months ended September 30, 2024, net cash and cash equivalents used in operating activities was $15.5 million.

This was primarily driven by a $17.5 million net loss generated by Strive, which in turn was driven by operating expenses of $20.6 million, partially offset by total revenues of $2.6 million and net other income of $0.5 million.

Strive’s net loss was adjusted for non-cash items totaling $0.2 million.

Further, Strive had a net change in operating assets and liabilities of $1.7 million, driven by an increase in accounts payable and other liabilities of $1.3 million and an increase in compensation and benefits payable of $0.9 million, which were partially offset by an increase in prepaid expenses of $0.2 million and an increase in other current assets of $0.4 million.

Net cash provided by (used in) investing activities

For the period from September 12, 2025 to September 30, 2025, net cash and cash equivalents used in investing activities was $674.7 million, primarily due to purchases of digital asset investments of $675.0 million and purchases of intangible assets of $0.1 million, partially offset by cash acquired through the Asset Entities Merger of $0.4 million.

For the period from January 1, 2025 to September 11, 2025, net cash and cash equivalents provided by investing activities was $16.5 million, primarily due to net proceeds from short-term investments of $16.6 million, partially offset purchases of intangible assets of $0.1 million.

For the nine months ended September 30, 2024, net cash and cash equivalents used in investing activities was $11.7 million, primarily due to net purchases of short-term investments of $11.5 million and purchases of property, plant, and equipment of $0.2 million.

Net cash provided by (used in) financing activities

For the period from September 12, 2025 to September 30, 2025, net cash and cash equivalents provided by financing activities was $793.8 million, primarily due to proceeds from the issuance of Class A common stock of $525.6 million, proceeds from the issuance of pre-funded warrants of $283.2 million, proceeds from the exercise of warrants of $13.0 million, which were partially offset by the payment of financing issuance costs of $28.0 million.

For the period from January 1, 2025 to September 11, 2025, net cash and cash equivalents used in investing activities was $0.5 million, primarily due to repurchases of preferred stock of $0.5 million.

For the nine months ended September 30, 2024, net cash and cash equivalents provided by investing activities was $28.9 million, primarily due to net proceeds from the issuance of preferred stock of $28.9 million, partially offset by repurchases of preferred stock of $0.1 million.

Non-GAAP Financial Measures

This Quarterly Report contains certain non-GAAP financial measures, consisting of non-GAAP adjusted net income (loss) and non-GAAP adjusted net income (loss) per diluted common share.

Non-GAAP financial measures are subject to material limitations as they are not measurements prepared in accordance with GAAP and are not a substitute for such measurements.

Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our consolidated financial statements, which have been prepared in accordance with GAAP.

primarily on such consolidated financial statements to understand, manage, and evaluate our business performance and use the non-GAAP financial measures as supplemental information.

Reconciliations of reported GAAP historic measures to adjusted non-GAAP measures are included in the financial schedules contained in this Quarterly Report.

Non-GAAP adjusted net income (loss)

Non-GAAP adjusted net income (loss) and the related non-GAAP adjusted net income (loss) per diluted common share excludes the impact of (i) share-based compensation expense, (ii) depreciation and amortization, (iii) other derivative loss, (iv) transaction costs, and (v) goodwill and intangible asset impairments.

We believe these measures offer management and investors insight as they exclude significant non-cash and/or non-recurring items.

The following provides GAAP measures of net loss and net loss per diluted common share and the details with respect to reconciling the line items to non-GAAP adjusted net income (loss) and non-GAAP adjusted net income (loss) per diluted common share (all amounts in thousands, other than share and per share information):

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)

Share-based compensation expense 16,294 — —

Depreciation and amortization 12 43 47

Other derivative loss 14,731 — —

Transaction costs 7,484 10,280 —

Goodwill and intangible asset impairment 140,785 — —

Non-GAAP adjusted net income (loss) $ (12,981) $ (4,043) $ (6,755)

Weighted average number of diluted common shares outstanding 872,349,183 2,325,783 2,225,816

Net loss per diluted common share $ (0.22) $ (6.18) $ (3.06)

Non-GAAP adjusted net income (loss) per diluted common share $ (0.01) $ (1.74) $ (3.03)

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)

Share-based compensation expense 16,294 — —

Depreciation and amortization 12 149 141

Other derivative loss 14,731 — —

Transaction costs 7,484 15,717 —

Goodwill and intangible asset impairment 140,785 — —

Non-GAAP adjusted net income (loss) $ (12,981) $ (11,124) $ (17,321)

Weighted average number of diluted common shares outstanding 872,349,183 2,299,243 2,200,848

Net loss per diluted common share $ (0.22) $ (11.74) $ (7.93)

Non-GAAP adjusted net income (loss) per diluted common share $ (0.01) $ (4.84) $ (7.87)

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and equity, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Actual results and outcomes could differ from these estimates and assumptions.

Critical accounting estimates involve a significant level of estimation uncertainty and are estimates that have had or are reasonably likely to have a material impact on our financial condition or results of operations.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis