Item 1. Financial Statements
Item 1. Financial Statements
STRIVE, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except share and per share data)
September 30, 2025 December 31, 2024
(Successor) (Predecessor)
(unaudited) (audited)
Assets:
Current assets:
Cash and cash equivalents $ 109,069 $ 6,155
Short-term investments — 16,755
Prepaid expenses 3,533 351
Other current assets 1,601 500
Total current assets 114,203 23,761
Digital assets, at fair value 672,913 —
Property and equipment, net 816 951
Intangible assets, net 361 187
Right-of-use lease assets 4,141 1,786
Other non-current assets 142 1,512
Total assets $ 792,576 $ 28,197
Liabilities:
Current liabilities:
Compensation and benefits payable $ 357 $ 1,112
Accounts payable and other liabilities 9,186 2,227
Total current liabilities 9,543 3,339
Operating lease liabilities 3,604 1,516
Total liabilities 13,147 4,855
Stockholders’ equity:
Predecessor preferred stock, $ 0.00001 par value; 0 and 1,161,650 shares authorized, 0 and 1,158,802 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
— 72,488
Predecessor Class A common stock, $ 0.00001 par value; 0 and 2,000,000 shares authorized, 0 and 2,000,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
— —
Predecessor Class B common stock, $ 0.00001 par value; 0 and 2,339,765 shares authorized, 0 and 400,970 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
— —
Successor Class A common stock, $ 0.001 par value; 444,000,000,000 and 0 shares authorized, 448,817,597 and 0 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
449 —
Successor Class B common stock, $ 0.001 par value; 21,000,000,000 and 0 shares authorized, 218,035,473 and 0 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
218 —
Additional paid-in capital 1,047,185 —
Accumulated deficit ( 268,423 ) ( 49,146 )
Total stockholders’ equity 779,429 23,342
Total liabilities and stockholders' equity $ 792,576 $ 28,197
The accompanying notes are an integral part of these consolidated financial statements
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STRIVE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
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
Revenues:
Investment advisory fees $ 246 $ 1,283 $ 950
Other revenue 9 5 34
Total revenues 255 1,288 984
Operating expenses:
Fund management and administration 282 1,251 1,272
Employee compensation and benefits 18,720 3,151 2,182
General and administrative expense 445 871 4,404
Marketing and advertising 18 68 89
Depreciation and amortization 12 43 47
Total operating expenses 19,477 5,384 7,994
Investment gains/(losses):
Net unrealized loss on digital assets ( 10,133 ) — —
Other derivative loss ( 14,731 ) — —
Net investment gains/(losses) ( 24,864 ) — —
Net operating loss ( 44,086 ) ( 4,096 ) ( 7,010 )
Other income/(expense):
Other income 68 10 208
Transaction costs ( 7,484 ) ( 10,280 ) —
Goodwill and intangible asset impairment ( 140,785 ) — —
Total other income/(expense) ( 148,201 ) ( 10,270 ) 208
Net loss before income taxes ( 192,287 ) ( 14,366 ) ( 6,802 )
Income tax benefit/(expense) — — —
Net loss $ ( 192,287 ) $ ( 14,366 ) $ ( 6,802 )
Weighted average number of common shares outstanding:
Basic (1)
872,349,183 2,325,783 2,225,816
Diluted (1)
872,349,183 2,325,783 2,225,816
Net loss per common share:
Basic (1)
$ ( 0.22 ) $ ( 6.18 ) $ ( 3.06 )
Diluted (1)
$ ( 0.22 ) $ ( 6.18 ) $ ( 3.06 )
(1) Basic and diluted earnings per common share for Class A and Class B common stock are the same.
The accompanying notes are an integral part of these consolidated financial statements
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STRIVE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
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
Revenues:
Investment advisory fees $ 246 $ 4,187 $ 2,560
Other revenue 9 35 55
Total revenues 255 4,222 2,615
Operating expenses:
Fund management and administration 282 4,250 3,488
Employee compensation and benefits 18,720 7,222 6,465
General and administrative expense 445 4,229 10,040
Marketing and advertising 18 231 443
Depreciation and amortization 12 149 141
Total operating expenses 19,477 16,081 20,577
Investment gains/(losses):
Net unrealized loss on digital assets ( 10,133 ) — —
Other derivative loss ( 14,731 ) — —
Net investment gains/(losses) ( 24,864 ) — —
Net operating loss ( 44,086 ) ( 11,859 ) ( 17,962 )
Other income/(expense):
Other income 68 586 500
Transaction costs ( 7,484 ) ( 15,717 ) —
Goodwill and intangible asset impairment ( 140,785 ) — —
Total other income/(expense) ( 148,201 ) ( 15,131 ) 500
Net loss before income taxes ( 192,287 ) ( 26,990 ) ( 17,462 )
Income tax benefit/(expense) — — —
Net loss $ ( 192,287 ) $ ( 26,990 ) $ ( 17,462 )
Weighted average number of common shares outstanding:
Basic (1)
872,349,183 2,299,243 2,200,848
Diluted (1)
872,349,183 2,299,243 2,200,848
Net loss per common share:
Basic (1)
$ ( 0.22 ) $ ( 11.74 ) $ ( 7.93 )
Diluted (1)
$ ( 0.22 ) $ ( 11.74 ) $ ( 7.93 )
(1) Basic and diluted earnings per common share for Class A and Class B common stock are the same.
The accompanying notes are an integral part of these consolidated financial statements
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STRIVE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
Predecessor
Stockholders' Equity
Predecessor Predecessor Class A Predecessor Class B Successor Class A Successor Class B Additional Retained
Earnings/ Total
Preferred Stock Common Stock Common Stock Common Stock Common Stock Paid-in (Accumulated Stockholders'
Shares Amount Shares Par Value Shares Par Value Shares Par Value Shares Par Value Capital Deficit) Equity
Balance at December 31, 2023 787,598 $ 43,624 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 27,566 ) $ 16,058
Net loss — — — — — — — — — — — ( 4,791 ) ( 4,791 )
Balance at March 31, 2024 787,598 $ 43,624 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 32,357 ) $ 11,267
Net loss — — — — — — — — — — — ( 5,869 ) ( 5,869 )
Balance at June 30, 2024 787,598 $ 43,624 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 38,226 ) $ 5,398
Net proceeds from sale of preferred stock 372,257 28,949 — — — — — — — — — — 28,949
Redemption of preferred stock ( 1,053 ) ( 85 ) — — — — — — — — — — ( 85 )
Net loss — — — — — — — — — — — ( 6,802 ) ( 6,802 )
Balance at September 30, 2024 1,158,802 $ 72,488 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 45,028 ) $ 27,460
Net loss — — — — — — — — — — — ( 4,118 ) ( 4,118 )
Balance at December 31, 2024 1,158,802 $ 72,488 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 49,146 ) $ 23,342
Net loss — — — — — — — — — — — ( 3,749 ) ( 3,749 )
Balance at March 31, 2025 1,158,802 $ 72,488 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 52,895 ) $ 19,593
Net loss — — — — — — — — — — — ( 8,875 ) ( 8,875 )
Balance at June 30, 2025 1,158,802 $ 72,488 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 61,770 ) $ 10,718
Redemption of preferred stock ( 1,238 ) ( 500 ) — — — — — — — — — — ( 500 )
Net loss — — — — — — — — — — — ( 14,366 ) ( 14,366 )
Balance at September 11, 2025 1,157,564 $ 71,988 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 76,136 ) $ ( 4,148 )
Successor
Stockholders' Equity
Predecessor Predecessor Class A Predecessor Class B Successor Class A Successor Class B Additional Retained
Earnings/ Total
Preferred Stock Common Stock Common Stock Common Stock Common Stock Paid-in (Accumulated Stockholders'
Shares Amount Shares Par Value Shares Par Value Shares Par Value Shares Par Value Capital Deficit) Equity
Balance at September 12, 2025 1,157,564 $ 71,988 2,000,000 $ — 400,970 $ — — $ — — $ — $ — $ ( 76,136 ) $ ( 4,148 )
Conversion of Predecessor shares for Strive, Inc. Class B common stock ( 1,157,564 ) ( 71,988 ) ( 2,000,000 ) — ( 400,970 ) — — — 248,911,564 249 71,739 — —
Business combination with Asset Entities Inc. — — — — — — 16,624,395 17 — — 141,123 — 141,140
Share-based compensation expense — — — — — — — — — — 16,294 — 16,294
Issuance of Class A common stock — — — — — — 359,162,900 359 — — 548,020 — 548,379
Issuance of pre-funded warrants — — — — — — — — — — 283,170 — 283,170
Exercise of warrants — — — — — — 42,154,211 42 — — 12,958 — 13,000
Conversions of Class B common stock to Class A common stock — — — — — — 30,876,091 31 ( 30,876,091 ) ( 31 ) — — —
Share-based transaction costs — — — — — — — — — — 2,936 — 2,936
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Issuance costs — — — — — — — — — — ( 29,055 ) — ( 29,055 )
Net loss — — — — — — — — — — — ( 192,287 ) ( 192,287 )
Balance at September 30, 2025 — $ — — $ — — $ — 448,817,597 $ 449 218,035,473 $ 218 $ 1,047,185 $ ( 268,423 ) $ 779,429
The accompanying notes are an integral part of these consolidated financial statements
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STRIVE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Successor Predecessor
Period from September 12, 2025 to September 30, 2025 Period from January 1, 2025 to September 11, 2025 Nine Months Ended September 30, 2024
Cash flows from operating activities:
Net loss $ ( 192,287 ) $ ( 26,990 ) $ ( 17,462 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 12 149 141
Accretion of discount on investments, net — 155 11
Reduction in carrying amount of right-of-use assets 5 91 59
Net unrealized loss on digital assets 10,133 — —
Other derivative loss 14,731 — —
Share-based compensation expense 16,294 — —
Goodwill and intangible asset impairment 140,785 — —
Non-cash transaction expenses 2,936 2,150 —
Changes in operating assets and liabilities:
Prepaid expenses ( 2,928 ) ( 227 ) ( 157 )
Other current assets 1,461 ( 1,589 ) ( 388 )
Other non-current assets — ( 723 ) —
Compensation and benefits payable 263 ( 1,018 ) 932
Accounts payable and other liabilities ( 5,360 ) 9,793 1,342
Net cash used in operating activities ( 13,955 ) ( 18,209 ) ( 15,522 )
Cash flows from investing activities:
Purchases of digital assets ( 675,008 ) — —
Purchases of intangible assets ( 75 ) ( 123 ) —
Purchases of property and equipment — — ( 200 )
Cash acquired through business combination 400 — —
Purchases of short-term investments — ( 4,271 ) ( 32,202 )
Proceeds from short-term investments — 20,871 20,738
Net cash provided by (used in) investing activities ( 674,683 ) 16,477 ( 11,664 )
Cash flows from financing activities:
Proceeds from issuance of Class A common stock 525,610 — —
Proceeds from issuance of pre-funded warrants 283,170 — —
Proceeds from warrant exercises 13,000 — —
Payment of issuance costs ( 27,996 ) — —
Proceeds from issuance of preferred stock — — 28,949
Redemption of preferred stock — ( 500 ) ( 85 )
Net cash provided by (used in) financing activities 793,784 ( 500 ) 28,864
Net increase (decrease) in cash and cash equivalents 105,146 ( 2,232 ) 1,678
Cash and cash equivalents, beginning of period 3,923 6,155 2,086
Cash and cash equivalents, end of period $ 109,069 $ 3,923 $ 3,764
Non-cash investing and financing activities:
Accrued but unpaid financing transaction costs 1,262 770 —
Class A common stock exchanged for digital assets 8,038 — —
Class A common stock issued as part of business combination 141,140 — —
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Assets and liabilities resulting from business combination:
Prepaid expenses 27 — —
Goodwill 140,039 — —
Intangible assets 746 — —
Other non-current assets 57 — —
Accounts payable and other liabilities 129 — —
The accompanying notes are an integral part of these consolidated financial statements
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STRIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) Organization
Strive, Inc. (the "Company", "Strive", or the "Successor"), a Nevada corporation, is a bitcoin treasury asset management firm trading on The Nasdaq Stock Market LLC ("Nasdaq") under the symbol "ASST". The Company earns substantially all of its revenue from investment advisory and other investment management services, and generates market returns from investments in bitcoin and bitcoin-related products.
The Company operates through wholly-owned subsidiaries, including, among others, Strive Enterprises, Inc. ("SEI") and Strive Asset Management, LLC ("SAM"), a registered investment advisor with the Securities and Exchange Commission ("SEC"). SAM provides sub-advisory services for the Strive funds (the "Funds"), a series of exchange traded funds ("ETFs"), and has the discretionary responsibility to select investments in accordance with each fund's investment objectives, policies, and restrictions. SAM is not responsible for selecting broker-dealers or placing trades for the Funds. Products are offered through intermediaries in a variety of vehicles, ETFs, separate accounts, and collective investment trust funds.
On May 6, 2025, SEI (the "Predecessor") entered into that certain Agreement and Plan of Merger, dated as of May 6, 2025, as amended by that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2025 (the "Asset Entities Merger Agreement") with Asset Entities Inc. ("Asset Entities"). On September 12, 2025, pursuant to the Asset Entities Merger Agreement, Alpha Merger Sub, Inc., a wholly-owned subsidiary of Asset Entities Inc., merged with and into SEI, with SEI surviving as a wholly owned subsidiary of Asset Entities Inc. Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc. was renamed Strive, Inc. (the "Asset Entities Merger").
(2) Summary of Significant Accounting Policies
Basis of presentation
The Company prepared the accompanying unaudited consolidated financial statements in accordance with United States generally accepted accounting principles ("GAAP") and applicable rules and regulations of the SEC for interim financial reporting. In the opinion of management, all adjustments necessary for a fair statement of financial position and results of operations have been included. All such adjustments are of a normal recurring nature, unless otherwise disclosed. The results of operations for the interim periods shown in this report are not necessarily indicative of results that may be expected for any future period, including the full year.
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Since the merger between Strive Enterprises, Inc. and Asset Entities has been determined to be a reverse acquisition, with SEI being the accounting acquirer, the Company determined that SEI is the Predecessor and Strive, Inc. is the Successor. The financial information as of December 31, 2024 and for the periods ending September 30, 2024, the period from January 1, 2025 to September 11, 2025, and the period from July 1, 2025 to September 11, 2025 reflect the historical financial information of the Predecessor and are referred to as the "Predecessor Periods". The financial information as of September 30, 2025 and for the period from September 12, 2025 to September 30, 2025 reflect the financial information of Strive, Inc. and are referred to as the "Successor Periods".
Use of estimates
The preparation of consolidated financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the reporting amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and accompanying notes. Due to uncertainties in the estimation process, actual results could differ from those estimates.
Digital assets, at fair value
The Company accounts for its digital assets, which consist solely of bitcoin, in accordance with Accounting Standards Codification ("ASC") 350, Intangibles - Goodwill and Other . The Company has ownership of and control over its bitcoin and is engaged with multiple geographically dispersed third-party custodial services to store its bitcoin. The Company initially records its digital assets at cost, inclusive of transaction costs and fees. The Company subsequently remeasures its digital assets to fair value at the end of each reporting period in accordance with ASC 820, Fair Value Measurement , based
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on quoted (unadjusted) prices on the Coinbase exchange. Any changes in fair value are recognized in net income within net unrealized gain (loss) on digital assets. Realized gains or losses are recorded upon the sale of digital assets based upon the difference between the sales price and the carrying value of the specific bitcoin sold.
Fair value measurement
The Company measures certain assets and liabilities at fair value on a recurring or non-recurring basis. Fair value is defined as the price that is expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a three-level hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques. The three levels of the fair value hierarchy are described below:
Level 1: Quoted (unadjusted) prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2: Inputs other than quoted prices that are either directly or indirectly observable, such as quoted prices in active markets for similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Inputs that are generally observable, supported by little or no market activity, and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability.
The categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The valuation techniques used by the Company when measuring the fair value prioritize the use of observable inputs and minimize the use of unobservable inputs.
As of September 30, 2025 and December 31, 2024, the fair value of the Company's financial assets and liabilities not held at fair value on the consolidated statements of financial condition equaled the related carrying value given the Level 1 nature and short-term maturities of all.
Earnings per share ("EPS")
Basic net income (loss) per common share is determined by dividing the net income (loss) by the weighted average number of shares of Class A and Class B common stock outstanding and assumed outstanding common stock during the period. Diluted net income (loss) per common share is determined by dividing the net income (loss) by the weighted average number of shares of Class A and Class B common stock and potential shares of common stock outstanding during the period. The impact from potential shares of common stock on the diluted earnings per share calculation are included when dilutive. Potential shares of Class A common stock consisting of shares underlying employee share awards and outstanding warrants are computed using the treasury stock method. Potentially dilutive shares are only included in the amount of dilutive shares if their impact results in dilution to net income (loss) per share.
The Company's common stock consists of two classes of common stock, Class A and Class B. Holders of Class A common stock generally have the same rights, including rights to dividends, as holders of Class B common stock, except that holders of Class A common stock have one vote per share while holders of Class B common stock have ten votes per share. Each share of Class B common stock is convertible at any time, at the option of the holder, into one share of Class A common stock. As such, basic and fully diluted earnings per share for Class A common stock and for Class B common stock are the same. The Company has never declared or paid any cash dividends on either Class A or Class B common stock.
Share-based compensation
Share-based compensation expense is measured based on the grant-date fair value of the share-based awards. The Company recognizes share-based compensation expense for the portion of each stock award that is expected to vest over the estimated period of service and vesting. For awards that contain a performance condition, share-based compensation expense is not recorded until the achievement of the related performance condition is determined to be probable. Forfeitures are recognized as incurred. Share-based compensation expense is recognized on a straight-line basis over the requisite service period of the grant.
Accounting standards adopted in 2024
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures about reportable segments but does not change the definition of a segment or the guidance for determining reportable segments. The new guidance requires disclosure of significant segment expenses that are (1) regularly provided to (or
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easily computed from information regularly provided to) the chief operating decision maker ("CODM") and (2) included in the reported measure of segment profit or loss. The new standard also requires companies to disclose the title and position of the individual (or the name of the committee) identified as the CODM, allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources, and is applicable to companies with a single reportable segment. The Company adopted the disclosure requirements of ASU 2023-07 during the year ended December 31, 2024.
Accounting standards not yet adopted
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning after December 15, 2024 on a prospective basis, with retrospective application permitted for all prior periods presented. The Company does not expect the additional disclosure requirements under ASU 2023-09 to have a material impact on the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires entities to disaggregate in a tabular presentation disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. Specifically, ASU 2024-03 requires disaggregation of expense captions that include any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other types of depletion expenses. The requirements are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 and are required to be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company does not expect the additional disclosure requirements under ASU 2024-03 to have a material impact on the consolidated financial statements.
(3) Digital Assets
The Company accounts for its digital assets, which are comprised solely of bitcoin, in accordance with ASC 350, Intangibles - Goodwill and Other . The Company’s digital assets are initially recorded at cost, inclusive of transaction costs and fees. The Company subsequently remeasures its digital assets to fair value at the end of each reporting period in accordance with ASC 820, Fair Value Measurement , based on quoted (unadjusted) prices on the Coinbase exchange, resulting in their classification as Level 1 instruments. Any changes in fair value are recognized in net income within net unrealized gain (loss) on digital assets. As of September 30, 2025, there are no contractual restrictions on the Company's holdings of digital assets.
The following table provides a summary of the changes in the Company's digital assets, at fair value for the period from September 12, 2025 to September 30, 2025 (in thousands):
Period from September 12, 2025 to September 30, 2025
Balance, beginning of period $ —
Acquisitions 683,046
Sales —
Aggregate cost basis 683,046
Change in fair value ( 10,133 )
Balance, end of period $ 672,913
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The Company's investments in digital assets are summarized below. The Company did not hold any investments in digital assets prior to September 12, 2025.
September 30, 2025 December 31, 2024
Approximate number of bitcoin held 5,886 —
Weighted average acquisition cost 116,053 —
Fair value per bitcoin 114,332 —
(4) Business Combination
Acquisition of Asset Entities, Inc.
On May 6, 2025, the Predecessor entered into the Asset Entities Merger Agreement. On September 12, 2025, pursuant to the Asset Entities Merger Agreement, Alpha Merger Sub, Inc., a wholly-owned subsidiary of Asset Entities Inc., merged with and into SEI, with SEI surviving as a wholly owned subsidiary of Asset Entities Inc. Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities Inc. was renamed Strive, Inc.
The Company accounted for the transaction as a reverse acquisition under ASC 805, Business Combinations , with SEI being the accounting acquirer based on existing Strive stockholders retaining the majority of the voting interests, as well as the senior management and directors representing the majority of senior management and directors, respectively, following the close of the transaction. As a result, the Company recognized the assets acquired and liabilities assumed at their acquisition date fair value, with goodwill recognized based on the excess of the consideration transferred and the net assets acquired. None of the goodwill acquired was deductible for tax purposes. The initial accounting for the acquisition is provisional because the fair values of certain assets acquired and liabilities assumed have not yet been finalized. The Company expects to finalize the valuation and accounting within the measurement period, which will not exceed one year from the acquisition date.
As part of the Asset Entities acquisition, the Predecessor incurred transaction costs of $ 10.3 million and $ 15.7 million during the period from July 1, 2025 to September 11, 2025 and the period from January 1, 2025 to September 11, 2025, respectively, and the Successor incurred transaction costs of $ 5.6 million during the period from September 12, 2025 to September 30, 2025.
During the period from September 12, 2025 to September 30, 2025, based on the Company's determination to suspend subscriptions on certain legacy Discord servers acquired as part of the acquisition of Asset Entities and a decline in the price of the Company's Class A common stock, the Company performed a goodwill and intangible asset impairment test. Based on this assessment, the Company recognized a goodwill and intangible asset impairment charge totaling $ 140.8 million during the period from September 12, 2025 to September 30, 2025. As of September 30, 2025 and December 31, 2024, the Company had no goodwill. As of September 30, 2025 and December 31, 2024, the Company had $ 0.4 million and $ 0.2 million of intangible assets, respectively.
The following table summarizes the consideration transferred and the assets acquired and liabilities assumed at their acquisition date fair value (in thousands):
Consideration transferred:
Strive, Inc. Class A common stock $ 141,140
Assets acquired and liabilities assumed:
Cash and cash equivalents 400
Prepaid expenses 27
Intangible assets 746
Other non-current assets 57
Accounts payable and other liabilities ( 129 )
Total identifiable net assets $ 1,101
Goodwill 140,039
Total $ 141,140
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Acquisition of Semler Scientific, Inc.
On September 22, 2025, Strive, Inc. entered into that certain Agreement and Plan of Merger (the "Semler Merger Agreement") with Semler Scientific, Inc. ("Semler") (the "Semler Merger"). Upon the terms and subject to the conditions of the Semler Merger Agreement, Semler is expected to become a wholly owned subsidiary of Strive. Entry into the Semler Merger Agreement was unanimously approved by the Board of Directors of each of Strive and Semler. Pursuant to the Semler Merger Agreement, at the effective time of the Semler Merger, each share of common stock, par value $ 0.001 per share, of Semler issued and outstanding immediately before the effective time (other than treasury shares held by Semler and certain shares held by Strive) will be converted into the right to receive 21.05 shares of Class A common stock, par value $ 0.001 per share, of Strive. The transaction is subject to customary closing conditions and approval by Semler shareholders. No assurances can be made that the transaction will close at the currently disclosed terms. During the period from September 12, 2025 to September 30, 2025, the Company incurred transaction costs of $ 1.8 million related to Semler Merger.
(5) Short-term investments
Short-term investments consist of U.S. Treasury Bills that have maturities exceeding three months and less than twelve months at the time of purchase and are stated at amortized cost. The Company classifies short-term investments as held-to-maturity based on the Company's intent to hold the short-term investment to maturity. The Company does not hold any short-term investments as of September 30, 2025. The Company's short-term investments are summarized below (in thousands):
December 31, 2024
Expiration Amortized Cost Cost Basis Accumulated Accretion Fair Value
1/31/2025 $ 4,243 $ 4,177 $ 66 $ 4,243
2/28/2025 4,163 4,149 14 4,163
3/31/2025 4,202 4,167 35 4,202
4/15/2025 4,147 4,128 19 4,147
Total $ 16,755 $ 16,621 $ 134 $ 16,755
(6) Revenue
The Company earns a substantial portion of its revenue from investment advisory, consulting services, and subscription revenue. The table below summarizes the Company's investment advisory fees and other revenue (in thousands):
Successor Predecessor Successor Predecessor
Period from September 12, 2025 to September 30, 2025 Period from July 1, 2025 to September 11, 2025 Three Months Ended September 30, 2024 Period from September 12, 2025 to September 30, 2025 Period from January 1, 2025 to September 11, 2025 Nine Months Ended September 30, 2024
Investment advisory fees $ 246 $ 1,283 $ 950 $ 246 $ 4,187 $ 2,560
Other revenue 9 5 34 9 35 55
Total revenue $ 255 $ 1,288 $ 984 $ 255 $ 4,222 $ 2,615
No individual customer accounted for 10% or greater of revenue for any period.
(7) Commitments and Contingencies
Contingencies
The Company may be subject to various legal proceedings, claims, and governmental inspections or investigations arising during the ordinary course of business. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments, or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition. When a loss for a legal claim is determined to be probable and the amount of the loss can be reasonably
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estimated, the Company establishes an accrued liability. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Legal fees associated with litigation and similar proceedings are expensed as incurred. In the event there is at least a reasonable possibility that a loss may be incurred but the Company is unable to estimate the specific or range of amounts of such loss, the Company would disclose such contingencies. The Company recognizes gain contingencies when the gain becomes realized or realizable.
During 2025, the Predecessor determined its intent to settle existing litigation matters for a settlement amount of $ 0.9 million, of which $ 0.5 million was recovered from insurance, which was recorded as part of employee compensation and benefits for the nine months ended September 30, 2024. Further, during the period from July 1, 2025 to September 11, 2025, the Predecessor repurchased outstanding preferred stock held by the employee.
(8) Share-based Compensation
Pursuant to the Strive 2022 Equity Incentive Plan, adopted on April 12, 2022, and as amended from time to time (together, the "2022 Plan"), the Company may, subject to the terms and limitations of the 2022 Plan, grant compensatory awards, including restricted stock ("RSAs"), stock appreciation rights, restricted stock units ("RSUs"), incentive stock options, and non-statutory stock options.
Incentive Stock Options
Pursuant to the 2022 Plan, options to purchase shares of the Company's common stock may be granted at an exercise price not less than 100 % of the fair value of the common stock subject to the option on the date the option is granted. A maximum of 166.0 million shares of common stock were authorized for issuance under the 2022 Plan. Of this amount, 166.0 million shares remain available for future awards as of September 30, 2025.
Restricted Stock and Restricted Stock Units
Pursuant to the 2022 Plan, RSAs and RSUs may be granted to certain employees, directors, and consultants. Substantially all RSAs and RSUs vest over periods ranging from one to four years , pro-rata over the requisite service period, with the first vesting event occurring at the first anniversary of the award's grant date, with subsequent pro-rata vesting events quarterly thereafter. The RSU grants also contain a performance condition requiring a Liquidity Event or IPO, as defined in the 2022 Plan, to occur for the vesting of the RSUs. Compensation cost is recognized using the straight-line method over the requisite service period, to the extent such performance condition is deemed probable, which occurred during the period from September 12, 2025 to September 30, 2025.
The 2022 Plan permits the grant of 58.9 million shares of common stock, of which 14.0 million remain available for future awards as of September 30, 2025.
During the period from September 12, 2025 to September 30, 2025, the Company granted 4.6 million RSU awards with a grant date fair value of $ 39.3 million. The RSU awards were valued using the market price of our Class A common stock at the grant date.
During the period from July 1, 2025 to September 11, 2025, the Predecessor granted 16 thousand RSU awards (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 1.2 million RSU awards) with a grant date fair value of $ 0.8 million.
During the three months ended September 30, 2024, the Predecessor granted 319 thousand RSU awards (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 22.6 million RSU awards) with a grant date fair value of $ 12.0 million.
During the period from January 1, 2025 to September 11, 2025, the Predecessor granted 43 thousand RSU awards (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 3.0 million RSU awards) with a grant date fair value of $ 2.1 million.
During the nine months ended September 30, 2024, the Predecessor granted 334 thousand RSU awards (which, after giving effect to the Exchange Ratio as a result of the Asset Entities Merger, equaled 23.7 million RSU awards) with a grant date fair value of $ 12.7 million.
The Company recorded $ 16.3 million of share-based compensation expense for the period from September 12, 2025 to September 30, 2025, which is included in employee compensation and benefits. No such share-based compensation expense was recorded for previous periods.
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At September 30, 2025, aggregate unrecognized compensation expense for unvested equity awards was $ 42.4 million, which is expected to be recognized over a remaining weighted-average period of 2.7 years.
At December 31, 2024, aggregate unrecognized compensation expense for unvested equity awards was $ 21.0 million, which is expected to be recognized over a remaining weighted-average period of 3.0 years.
(9) Stockholders' Equity
Preferred Stock:
Authorized Capital
The Company has 21,000,000,000 authorized shares of preferred stock, which have a designated par value of $ 0.001 per share. As of September 30, 2025, there are no shares of preferred stock outstanding.
Common Stock:
Authorized Capital
The Company has 444,000,000,000 and 21,000,000,000 authorized shares of Class A and Class B common stock, respectively, all of which have a designated par value of $ 0.001 per share. Each holder of Class A common stock is entitled to one vote per Class A common share held, while each holder of Class B common stock is entitled to ten votes per Class B common share held.
PIPE Financing
On May 26, 2025, Asset Entities Inc. and Strive Enterprises, Inc., entered into subscription agreements with certain accredited investors (the "PIPE Subscribers" and the transactions collectively, the "PIPE Transactions"), pursuant to which the PIPE Subscribers agreed to purchase, and the Company agreed to sell, the Company's Class A common stock at a price of $ 1.35 per share, with certain PIPE Subscribers agreeing to purchase pre-funded warrants (the "PIPE Pre-Funded Warrants") to purchase shares of Class A common stock at a price of $ 1.3499 in lieu of Class A common shares. Each PIPE Pre-Funded Warrant gives the holder the right to purchase a share of Class A common stock at an exercise price of $ 0.0001 per share. For each share of Class A common stock and PIPE Pre-Funded Warrant purchased, the holder received a traditional warrant (the "PIPE Traditional Warrants"), which gives the holder the right to purchase a share of Class A common stock at an exercise price of $ 1.35 per share.
On September 12, 2025, the Company consummated the PIPE Transactions, pursuant to which it issued 345.5 million shares of Class A common stock, 209.8 million PIPE Pre-Funded Warrants, and 555.3 million PIPE Traditional Warrants, and received gross proceeds of $ 749.6 million, with the ability to raise $ 749.6 million in additional gross proceeds upon the exercise of such warrants. Each PIPE Pre-Funded Warrant became immediately exercisable, and will be exercisable until each PIPE Pre-Funded Warrant is exercised in full. Each PIPE Traditional Warrant became immediately exercisable, and will expire on the first anniversary of the effectiveness date of the registration statement covering the resale of the PIPE securities.
Certain of the Company's officers and directors participated in the PIPE Transactions at equivalent terms as third-party participants. Certain members of management, or entities controlled by members of management, purchased 0.3 million shares of Class A common stock and received 0.3 million PIPE Traditional Warrants through their participation in the PIPE Transactions. Certain investment funds that are managed by one of the Company's board members, and in which the director has a limited partner and general partner interest in the funds, participated in the PIPE Transactions, purchasing 1.1 million shares of Class A common stock and 1.1 million Traditional Warrants.
The table below summarizes activity related to the Company's PIPE Traditional Warrants and PIPE Pre-Funded Warrants for the period from September 12, 2025 to September 30, 2025:
Period from September 12, 2025 to September 30, 2025
PIPE Traditional Warrants PIPE Pre-Funded Warrants
PIPE warrants outstanding, beginning of period — —
Issued 555,259,256 209,771,462
Exercised ( 9,629,629 ) ( 32,525,000 )
Expired — —
PIPE warrants outstanding, end of period 545,629,627 177,246,462
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351 Exchange
On August 22, 2025, Asset Entities Inc. and Strive Enterprises, Inc., entered into exchange agreements with certain accredited investors (the "351 Investors" and the transactions collectively, the "351 Exchange"), pursuant to which the Company agreed to issue and exchange 2.7 million shares of the Company's Class A common stock in exchange for an aggregate amount of 69 bitcoin. The exchange ratio was determined based on the price of bitcoin on August 22, 2025 and an assumed price of $ 3.00 per share of Class A common stock. The 351 Exchange was completed on September 12, 2025, at which time the Company issued 2.7 million shares of Class A common stock in exchange for 69 bitcoin. For the period from September 12, 2025 to September 30, 2025, the Company recorded a realized loss of $ 14.7 million based on the difference between the fair value of the Company's Class A common stock at the exchange date and the agreed-upon exchange price, which is recorded in other derivative loss on the Company's consolidated statements of operations.
At-the-Market Common Equity Program
On September 15, 2025, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company, from time to time, at its option, may offer and sell shares of its Class A common stock to or through the Agent, acting as the principal and/or the sole agent, having an aggregate sales price of up to $ 450.0 million. During the period from September 12, 2025 to September 30, 2025, the Company issued 11.0 million shares of Class A common stock for aggregate gross proceeds of $ 59.2 million. As of September 30, 2025, the Company has the availability to raise approximately $ 390.8 million through the issuance and sale of its Class A common stock pursuant to the Sales Agreement.
Share Repurchase Program
On September 15, 2025, the Company's Board of Directors authorized the purchase of up to $ 500.0 million of its Class A common stock through a share repurchase program. Repurchases may be made from time-to-time, subject to general business and market conditions, other investment opportunities, and applicable legal requirements. Repurchases may be made through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. During the period from September 12, 2025 to September 30, 2025, the Company has not repurchased any Class A common stock. As of September 30, 2025, $ 500.0 million of Class A common stock remains available for repurchase through the share repurchase program.
(10) Basic and Diluted Earnings (Loss) per Common Share
Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted-average common stock outstanding during the respective period. The impact from potential shares of common stock on the diluted earnings per common share calculation are included only when dilutive.
Basic and diluted earnings (loss) per common share are calculated as follows (in thousands, except for share and per share data):
Successor Predecessor
Period from September 12, 2025 to September 30, 2025 Period from July 1, 2025 to September 11, 2025 Three months ended September 30, 2024
Numerator:
Net loss $ ( 192,287 ) $ ( 14,366 ) $ ( 6,802 )
Denominator:
Basic and diluted weighted average shares of common stock outstanding 872,349,183 2,325,783 2,225,816
Income (loss) per common share:
Basic income (loss) per common share $ ( 0.22 ) $ ( 6.18 ) $ ( 3.06 )
Diluted income (loss) per common share $ ( 0.22 ) $ ( 6.18 ) $ ( 3.06 )
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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
Numerator:
Net loss $ ( 192,287 ) $ ( 26,990 ) $ ( 17,462 )
Denominator:
Basic and diluted weighted average shares of common stock outstanding 872,349,183 2,299,243 2,200,848
Income (loss) per common share:
Basic income (loss) per common share $ ( 0.22 ) $ ( 11.74 ) $ ( 7.93 )
Diluted income (loss) per common share $ ( 0.22 ) $ ( 11.74 ) $ ( 7.93 )
During the period from September 12, 2025 to September 30, 2025, 329.4 million weighted-average shares of potential common stock related to outstanding warrants and stock awards were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive.
During the period from July 1, 2025 to September 11, 2025, 1.2 million weighted-average shares of potential common stock were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive and certain performance-contingent RSUs were excluded from the diluted EPS calculation because the contractual contingencies were not met.
During the three months ended September 30, 2024, 1.3 million weighted-average shares of potential common stock were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive and certain performance-contingent RSUs were excluded from the diluted EPS calculation because the contractual contingencies were not met.
During the period from January 1, 2025 to September 11, 2025, 1.2 million weighted-average shares of potential common stock were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive and certain performance-contingent RSUs were excluded from the diluted EPS calculation because the contractual contingencies were not met.
During the nine months ended September 30, 2024, 1.0 million weighted-average shares of potential common stock were excluded from the computation of diluted earnings (loss) per common share as their impact would have been anti-dilutive and certain performance-contingent RSUs were excluded from the diluted EPS calculation because the contractual contingencies were not met.
(11) Income Taxes
The Company had no income tax benefit or expense during the period from September 12, 2025 to September 30, 2025, the period from July 1, 2025 to September 11, 2025, the three months ended September 30, 2024, the period from January 1, 2025 to September 11, 2025, and the nine months ended September 30, 2024, which resulted in an effective tax rate of zero for each period. The Company's effective tax rate differs from the U.S. federal corporate statutory rate of 21.0% primarily due to Company's net loss from operations, which resulted in a net taxable loss for each period. The Company had no net deferred tax asset as of September 30, 2025 and December 31, 2024 due to the establishment of a full valuation allowance.
Internal Revenue Code ("IRC") Section 382 addresses company ownership changes and specifically limits the utilization of certain deduction and tax attributes on an annual basis. As a result of the Asset Entities Merger and the pending Semler Merger, the Company's tax attributes, including net operating losses, may be subject to IRC Section 382 limitations.
(12) Segment Information
Beginning in 2025, the Company's management directs operations as two reportable operating segments, the “Asset Management” segment, which provides investment advisory services and the "Corporate and Other" segment, which includes the Company's bitcoin treasury operations. Prior to 2025, the Company's management evaluated performance and
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allocated resources in consideration of only one operating segment, the Asset Management segment, as the Company's sole operations were related to its asset management business, with no consideration of a potential bitcoin treasury strategy. As a result, prior to 2025, all revenues and expenses were related to the Company's Asset Management segment. Beginning in 2025, costs that are not directly allocable to a specific operating segment, including, but not limited to, employee-related costs, general and administrative expenses, such as rent expense, and depreciation and amortization, are allocated using a reasonable allocation methodology, which is primarily represented by the relative percentage of resources used by each segment.
The Company's CODM is its Chief Executive Officer, who utilizes key financial metrics, including net income (loss), to assess performance and make decisions regarding allocation of resources, such as capital allocation, determining compensation, and managing costs. The CODM also evaluates significant revenues and expenses by reportable segment to evaluate key operating decisions.
The following summarizes the information reviewed by the CODM to evaluate the Company's Asset Management and Corporate and Other net income (loss) for the period from September 12, 2025 to September 30, 2025, the period from July 1, 2025 to September 11, 2025, and the three months ended September 30, 2024 (amounts in thousands):
Period from September 12, 2025 to September 30, 2025 (Successor)
Asset Management Corporate & Other Total Consolidated
Revenues:
Investment advisory fees $ 246 $ — $ 246
Other revenue — 9 9
Total revenues 246 9 255
Operating expenses:
Fund management and administration 282 — 282
Employee compensation and benefits 3,129 15,591 18,720
General and administrative expense 91 354 445
Marketing and advertising 3 15 18
Depreciation and amortization — 12 12
Total operating expenses 3,505 15,972 19,477
Investment gains/(losses):
Net unrealized loss on digital assets — ( 10,133 ) ( 10,133 )
Other derivative loss — ( 14,731 ) ( 14,731 )
Net investment gains/(losses) — ( 24,864 ) ( 24,864 )
Net operating loss ( 3,259 ) ( 40,827 ) ( 44,086 )
Other income/(expense):
Other income 3 65 68
Transaction costs — ( 7,484 ) ( 7,484 )
Goodwill and intangible asset impairment — ( 140,785 ) ( 140,785 )
Total other income/(expense) 3 ( 148,204 ) ( 148,201 )
Net loss before income taxes ( 3,256 ) ( 189,031 ) ( 192,287 )
Income tax benefit/(expense) — — —
Net loss $ ( 3,256 ) $ ( 189,031 ) $ ( 192,287 )
Period from July 1, 2025 to September 11, 2025 (Predecessor)
Asset Management Corporate & Other Total Consolidated
Revenues:
Investment advisory fees $ 1,283 $ — $ 1,283
Other revenue — 5 5
Total revenues 1,283 5 1,288
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Operating expenses:
Fund management and administration 1,251 — 1,251
Employee compensation and benefits 1,550 1,601 3,151
General and administrative expense 252 619 871
Marketing and advertising 10 58 68
Depreciation and amortization — 43 43
Total operating expenses 3,063 2,321 5,384
Investment gains/(losses):
Net unrealized loss on digital assets — — —
Other derivative loss — — —
Net investment gains/(losses) — — —
Net operating loss ( 1,780 ) ( 2,316 ) ( 4,096 )
Other income/(expense):
Other income/(expense) 15 ( 5 ) 10
Transaction costs — ( 10,280 ) ( 10,280 )
Goodwill and intangible asset impairment — — —
Total other income/(expense) 15 ( 10,285 ) ( 10,270 )
Net loss before income taxes ( 1,765 ) ( 12,601 ) ( 14,366 )
Income tax benefit/(expense) — — —
Net loss $ ( 1,765 ) $ ( 12,601 ) $ ( 14,366 )
Three Months Ended September 30, 2024 (Predecessor)
Asset Management Corporate & Other Total Consolidated
Revenues:
Investment advisory fees $ 950 $ — $ 950
Other revenue 34 — 34
Total revenues 984 — 984
Operating expenses:
Fund management and administration 1,272 — 1,272
Employee compensation and benefits 2,182 — 2,182
General and administrative expense 4,404 — 4,404
Marketing and advertising 89 — 89
Depreciation and amortization 47 — 47
Total operating expenses 7,994 — 7,994
Investment gains/(losses):
Net unrealized loss on digital assets — — —
Other derivative loss — — —
Net investment gains/(losses) — — —
Net operating loss ( 7,010 ) — ( 7,010 )
Other income/(expense):
Other income 208 — 208
Transaction costs — — —
Goodwill and intangible asset impairment — — —
Total other income/(expense) 208 — 208
Net loss before income taxes ( 6,802 ) — ( 6,802 )
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Income tax benefit/(expense) — — —
Net loss $ ( 6,802 ) $ — $ ( 6,802 )
The following summarizes the information reviewed by the CODM to evaluate the Company's Asset Management and Corporate and Other net income (loss) for the period from September 12, 2025 to September 30, 2025, the period from January 1, 2025 to September 11, 2025, and the nine months ended September 30, 2024 (amounts in thousands):
Period from September 12, 2025 to September 30, 2025 (Successor)
Asset Management Corporate & Other Total Consolidated
Revenues:
Investment advisory fees $ 246 $ — $ 246
Other revenue — 9 9
Total revenues 246 9 255
Operating expenses:
Fund management and administration 282 — 282
Employee compensation and benefits 3,129 15,591 18,720
General and administrative expense 91 354 445
Marketing and advertising 3 15 18
Depreciation and amortization — 12 12
Total operating expenses 3,505 15,972 19,477
Investment gains/(losses):
Net unrealized loss on digital assets — ( 10,133 ) ( 10,133 )
Other derivative loss — ( 14,731 ) ( 14,731 )
Net investment gains/(losses) — ( 24,864 ) ( 24,864 )
Net operating loss ( 3,259 ) ( 40,827 ) ( 44,086 )
Other income/(expense):
Other income 3 65 68
Transaction costs — ( 7,484 ) ( 7,484 )
Goodwill and intangible asset impairment — ( 140,785 ) ( 140,785 )
Total other income/(expense) 3 ( 148,204 ) ( 148,201 )
Net loss before income taxes ( 3,256 ) ( 189,031 ) ( 192,287 )
Income tax benefit/(expense) — — —
Net loss $ ( 3,256 ) $ ( 189,031 ) $ ( 192,287 )
Period from January 1, 2025 to September 11, 2025 (Predecessor)
Asset Management Corporate & Other Total Consolidated
Revenues:
Investment advisory fees $ 4,187 $ — $ 4,187
Other revenue 7 28 35
Total revenues 4,194 28 4,222
Operating expenses:
Fund management and administration 4,250 — 4,250
Employee compensation and benefits 4,861 2,361 7,222
General and administrative expense 2,672 1,557 4,229
Marketing and advertising 88 143 231
Depreciation and amortization 52 97 149
Total operating expenses 11,923 4,158 16,081
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Investment gains/(losses):
Net unrealized loss on digital assets — — —
Other derivative loss — — —
Net investment gains/(losses) — — —
Net operating loss ( 7,729 ) ( 4,130 ) ( 11,859 )
Other income/(expense):
Other income 360 226 586
Transaction costs — ( 15,717 ) ( 15,717 )
Goodwill and intangible asset impairment — — —
Total other income/(expense) 360 ( 15,491 ) ( 15,131 )
Net loss before income taxes ( 7,369 ) ( 19,621 ) ( 26,990 )
Income tax benefit/(expense) — — —
Net loss $ ( 7,369 ) $ ( 19,621 ) $ ( 26,990 )
Nine Months Ended September 30, 2024 (Predecessor)
Asset Management Corporate & Other Total Consolidated
Revenues:
Investment advisory fees $ 2,560 $ — $ 2,560
Other revenue 55 — 55
Total revenues 2,615 — 2,615
Operating expenses:
Fund management and administration 3,488 — 3,488
Employee compensation and benefits 6,465 — 6,465
General and administrative expense 10,040 — 10,040
Marketing and advertising 443 — 443
Depreciation and amortization 141 — 141
Total operating expenses 20,577 — 20,577
Investment gains/(losses):
Net unrealized loss on digital assets — — —
Other derivative loss — — —
Net investment gains/(losses) — — —
Net operating loss ( 17,962 ) — ( 17,962 )
Other income/(expense):
Other income 500 — 500
Transaction costs — — —
Goodwill and intangible asset impairment — — —
Total other income/(expense) 500 — 500
Net loss before income taxes ( 17,462 ) — ( 17,462 )
Income tax benefit/(expense) — — —
Net loss $ ( 17,462 ) $ — $ ( 17,462 )
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The total assets of the Company's operating segments are summarized as follows (in thousands):
September 30, 2025 December 31, 2024
(Successor) (Predecessor)
Asset Management $ 1,471 $ 28,197
Corporate & Other 791,105 —
Total $ 792,576 $ 28,197
(13) Subsequent Events
Digital asset update
During the period from October 1, 2025 to November 7, 2025, the Company purchased approximately 1,639.4 bitcoin at an average price of approximately $ 103,799.81 per bitcoin, for a total purchase amount of $ 170.2 million, inclusive of fees and expenses.
Capital stock update
As of November 7, 2025, the Company had 592,579,510 and 222,904,100 shares of Class A common stock and Class B common stock outstanding, respectively.
Exercise of PIPE Pre-Funded Warrants
During the period from October 1, 2025 to November 7, 2025, 113,072,210 PIPE Pre-Funded Warrants were exercised for shares of Class A common stock. As of November 7, 2025, 64,174,252 PIPE Pre-Funded Warrants remain outstanding.
Exercise of PIPE Traditional Warrants
During the period from October 1, 2025 to November 7, 2025, the Company received gross proceeds of $ 14.9 million through the exercise of 11,073,518 PIPE Traditional Warrants. As of November 7, 2025, 534,556,109 PIPE Traditional Warrants remain outstanding.
At-the-market offering
During the period from October 1, 2025 to November 7, 2025, the Company issued an aggregate of 2,375,138 shares of its Class A common stock under the Sales Agreement for aggregate gross proceeds of $ 6.2 million. As of November 7, 2025, the Company has the availability to raise approximately $ 384.6 million through the issuance and sale of its Class A common stock pursuant to the Sales Agreement.
Initial public offering of SATA Stock
On November 10, 2025, the Company completed a registered public offering of 2,000,000 shares of its Variable Rate Series A Perpetual Preferred Stock (“SATA Stock”), at a price to the public of $ 80.00 per share, for net proceeds of approximately $ 149.3 million, after deducting the underwriting discounts and commissions and the Company’s estimated offering expenses. The Company filed a certificate of designation with the Secretary of State of the State of Nevada designating and establishing the terms of the SATA Stock. The SATA Stock is listed for trading on the Nasdaq Global Market under the symbol “SATA.”
The SATA Stock accumulates cumulative dividends ("regular dividends") at a variable rate (as described below) per annum on the stated amount of $ 100 per share thereof. Regular dividends on the SATA Stock will be payable when, as and if declared by the Company’s board of directors or any duly authorized committee thereof, out of funds legally available for their payment, monthly in arrears on the 15th calendar day of each calendar month, beginning on December 15, 2025. The initial monthly regular dividend rate per annum is 12.00 %. However, the Company has the right, in its sole and absolute discretion, to adjust the monthly regular dividend rate per annum applicable to subsequent regular dividend periods. The Company’s right to adjust the monthly regular dividend rate per annum is subject to certain restrictions. For example, the Company is not permitted to reduce the monthly regular dividend rate per annum that will apply to any regular dividend period (i) by more than the following amount from the monthly regular dividend rate per annum applicable to the prior regular dividend period: the sum of (1) 25 basis points; and (2) the excess, if any, of (x) the one-month term secured overnight financing rate (“SOFR”) rate on the first business day of such prior regular dividend period, over (y) the minimum of the one-month term SOFR rates that occur on the business days during the period from, and including, the first business day of such prior regular dividend period to, and including, the last business day of such prior regular dividend period; or (ii) to a rate per annum that is less than the one-month term SOFR rate in effect on the business day before the Company provides notice of the next monthly regular dividend rate per annum. In addition, the Company is not entitled to elect to reduce the monthly regular dividend rate per annum unless and until (x) three ( 3 ) months following the initial issue date, or such earlier time as the arithmetic average of the last reported sale prices per share of SATA Stock
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for each trading day of twenty ( 20 ) consecutive trading days at any time during the three ( 3 ) months following the initial issuance date exceeds $ 100 , (y) all accumulated regular dividends, if any, on the SATA Stock then outstanding for all prior completed regular dividend periods, if any, have been paid in full, and (z) the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day during the immediately preceding regular dividend period is not less than $ 99 per share. The Company’s current intention (which is subject to change in the Company’s sole and absolute discretion) is to adjust the monthly regular dividend rate per annum in such manner as the Company believes will maintain SATA Stock’s trading price within its stated long-term range of $ 95 and $ 105 per share. Declared regular dividends on the SATA Stock will be payable solely in cash. In the event that any accumulated regular dividend on the SATA Stock is not paid on the applicable regular dividend payment date, then additional regular dividends (“SATA compounded dividends”) will accumulate on the amount of such unpaid regular dividend, compounded monthly. The compounded dividend rate applicable to any unpaid regular dividend that was due on a regular dividend payment date (or, if such regular dividend payment date is not a business day, the next business day) will initially be a rate per annum equal to 12.00 % plus 25 basis points; provided, however, that, until such regular dividend, together with compounded dividends thereon, is paid in full, such compounded dividend rate will increase by 25 basis points per month for each subsequent regular dividend period, up to a maximum dividend rate of 20 % per annum. The SATA Stock also has certain redemption and repurchase rights, in the manner, and subject to the terms, set forth in the SATA Stock certificate of designation.
The Company has evaluated subsequent events through the date of this Quarterly Report on Form 10-Q and determined that, except as disclosed within these consolidated financial statements, there have been no other events that have occurred that would require accrual or additional disclosure.
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