−Removed: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
−Removed: Market Information
−Removed: Our Class B Common Stock is listed and began trading
−Removed: on the Nasdaq Capital Market tier of Nasdaq on February 3, 2023, under the symbol “ASST”.
−Removed: Prior to the listing, there was
−Removed: no public market for our common stock.
−Removed: Number of Holders of Our Common Stock
−Removed: As of March 25, 2025, there was one holder of
−Removed: record of our Class A Common Stock, which is not listed, quoted or traded on any stock exchange or over-the-counter market, and 19 holders
−Removed: of record of our Class B Common Stock, which is listed and traded on Nasdaq under the symbol “ASST”.
−Removed: In computing the number
−Removed: of holders of record of our common stock, holders whose shares are held in nominee or “street name” accounts through banks,
−Removed: brokers or other financial institutions are not included.
−Removed: Use of Proceeds from Registered Securities
−Removed: The closing of our initial public offering took
−Removed: place on February 7, 2023, pursuant to the Underwriting Agreement, dated as of February 2, 2023, between the Company and Boustead, as
−Removed: representative of the underwriters named on Schedule 1 thereto (the “Underwriting Agreement”).
−Removed: At the closing, the Company
−Removed: sold 300,000 shares of Class B Common Stock for total gross proceeds of $7,500,000.
−Removed: After deducting
−Removed: the underwriting discounts, commissions, non-accountable expense allowance, and other expenses from the initial public offering, the Company
−Removed: received net proceeds of approximately $6.6 million.
−Removed: Pursuant to the Underwriting Agreement, on February 7, 2023, the Company also agreed
−Removed: to issue Boustead a warrant to purchase the number of shares of Class B Common Stock equal to 7% of the aggregate number of shares of
−Removed: Class B Common Stock sold in the initial public offering (the “Representative’s Warrant”).
−Removed: The shares were offered
−Removed: and sold, and the Representative’s Warrant was issued, pursuant to the Registration Statement on Form S-1 (File No.
−Removed: initially filed with the SEC on September 2, 2022, and declared effective by the SEC on February 2, 2023 (as amended, the “IPO Registration
−Removed: Statement”), and the final prospectus, dated February 2, 2023, filed with the SEC on February 6, 2023 pursuant to Rule 424(b)(4)
−Removed: of the Securities Act (the “IPO Public Offering Prospectus”).
−Removed: In addition, a total of 300,000 shares of Class B Common Stock
−Removed: were registered for resale by the selling stockholders named in the IPO Registration Statement and a final prospectus relating to these
−Removed: shares, dated February 2, 2023, which was filed with the SEC on February 6, 2023 pursuant to Rule 424(b)(3) of the Securities Act (the
−Removed: “IPO Resale Prospectus”).
−Removed: The Company did not and will not receive any proceeds from the resale of Class B Common Stock by
−Removed: the selling stockholders.
−Removed: The IPO Registration
−Removed: Statement also registered for sale shares of Class B Common Stock with a maximum aggregate offering price of $1,125,000 for an additional
−Removed: 45,000 shares of Class B Common Stock at the assumed public offering price of $25.00 per share upon full exercise of the underwriters’
−Removed: over-allotment option;
−Removed: and up to an additional 3,150 shares of Class B Common Stock underlying the Representative’s Warrant with
−Removed: a maximum aggregate offering price of $98,437.50 at the assumed exercise price of $31.25 per share assuming full exercise of the over-allotment
−Removed: The underwriters’ over-allotment option expired unexercised, and as of the date of this Annual Report, the Representative’s
−Removed: Warrant has not been exercised.
−Removed: On April 4, 2023, Post-Effective
−Removed: Amendment No.
−Removed: 1 to the IPO Registration Statement was filed with the SEC and became effective on April 14, 2023 (the “IPO Post-Effective
−Removed: The IPO Post-Effective Amendment was required to be filed to update the IPO Registration Statement’s prospectuses
−Removed: to include, among other things, the information contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022,
−Removed: which was filed with the SEC on June 30, 2023, and information in certain subsequent reports and filings under the Exchange Act.
−Removed: Post-Effective Amendment maintained the effectiveness of the IPO Registration Statement with respect to the sale of shares of common stock
−Removed: issuable upon exercise of the Representative’s Warrant and the resale of the shares of common stock held by the selling stockholders.
−Removed: Updates to the IPO Public Offering Prospectus and the IPO Resale Prospectus were included with the IPO Post-Effective Amendment.
−Removed: As stated in the IPO
−Removed: Public Offering Prospectus, the Company intended to use the net proceeds from the initial public offering for investment in corporate
−Removed: infrastructure, marketing and promotion of Discord communities, social campaigns, and the Company’s “AE.360.DDM” Discord
−Removed: design, development and management service, expansion of “SiN”, the Company’s social influencer network, increasing
−Removed: staff and company personnel, and general working capital, operating, and other corporate expenses.
−Removed: The following is our
−Removed: reasonable estimate of the uses of the proceeds from the Company’s initial public offering from the date of the closing of the offering
−Removed: on November 16, 2023 until December 31, 2024:
−Removed: ● None was used for construction of plant, building and facilities;
−Removed: ● None was used for the purchase and installation of machinery and equipment;
−Removed: ● None was used for purchases of real estate;
−Removed: ● Approximately
−Removed: $0.3 million was used for the acquisition of assets of other businesses;
−Removed: ● None was used for the repayment of indebtedness;
−Removed: ● Approximately
−Removed: $6.3 million was used for working capital;
−Removed: ● None was used for temporary investments.
−Removed: As of December 31, 2024,
−Removed: none of the proceeds from the initial public offering were used to make direct or indirect payments to any of our directors or officers,
−Removed: any of their associates, any persons owning 10% or more of any class of our equity securities, or any of our affiliates, or direct or
−Removed: indirect payments to any others other than for the direct costs of the offering.
−Removed: There has not been, and
−Removed: we do not expect, any material change in the planned use of proceeds from the initial public offering as described in the IPO Registration
−Removed: Securities Authorized for Issuance Under Equity
−Removed: Compensation Plans
−Removed: See Part III.
−Removed: “ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters –
+Added: Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
+Added: Market Information and Holders
+Added: Our Class A Common Stock is traded on The Nasdaq Stock Market LLC under the symbol "ASST".
+Added: There is no established public trading market for our Class B Common Stock.
+Added: As of March 6, 2026, there were approximately 52 stockholders of record of our Class A Common Stock and 54 stockholders of record of our Class B Common Stock.
+Added: 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.
+Added: We have never declared or paid any cash dividends on either our Class A or Class B Common Stock and have no current plans to declare or pay any such dividends on our Class A or Class B Common Stock.
+Added: Our 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.
+Added: 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.
+Added: The monthly regular dividend rate per annum was initially set at 12.00%.
+Added: 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.
+Added: For example, most recently, on March 11, 2026, we announced an increase to the monthly regular dividend rate per annum on SATA Stock from 12.50% to 12.75%, effective for monthly periods commencing on or after March 16, 2026.
+Added: The Company’s right to adjust the monthly regular dividend rate per annum is subject to certain restrictions.
+Added: 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:
+Added: the sum of (1) 25 basis points;
+Added: and (2) the excess, if any, of (x) the one-month term 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;
+Added: 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.
+Added: In addition, the Company is not entitled to elect to reduce the monthly regular dividend rate per annum unless and until (x) three (3) months following the initial issue date, or such earlier time as the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day of twenty (20) consecutive trading days at any time during the three (3) months following the initial issuance date exceeds $100, (y) all accumulated regular dividends, if any, on the SATA Stock then outstanding for all prior completed regular dividend periods, if any, have been paid in full, and (z) the arithmetic average of the last reported sale prices per share of SATA Stock for each trading day during the immediately preceding regular dividend period is not less than $99 per share.
+Added: 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 $99 and $101 per share.
+Added: Declared regular dividends on the SATA Stock will be payable solely in cash.
+Added: 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.
+Added: 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;
+Added: 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.
+Added: 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.
Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: Dividend Policy
−Removed: We have never declared or paid cash dividends
−Removed: on our common stock.
−Removed: We currently intend to retain all available funds and any future earnings for use in the operation of our business
−Removed: and do not anticipate paying any cash dividends on our common stock in the near future.
−Removed: In addition, the Series A Certificate of Designation
−Removed: prohibits the Company from declaring or paying any cash dividends on its capital stock other than as required by the Series A Certificate
−Removed: of Designation with respect to the outstanding shares of Series A Preferred Stock.
−Removed: We may also enter into credit agreements or other borrowing
−Removed: arrangements in the future that will restrict our ability to declare or pay cash dividends on our common stock.
−Removed: Any future determination
−Removed: to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results,
−Removed: capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant.
−Removed: See also “Item 1A.
−Removed: Risk Factors – Risks Related to Ownership of Our Class B Common
−Removed: Stock – We have never paid cash dividends on our stock and do not intend to pay dividends for the foreseeable future .”
−Removed: Recent Sales of Unregistered Securities
−Removed: During 2024, the
−Removed: Company did not sell any equity securities that were not registered under the Securities Act and that were not previously disclosed in
−Removed: a Quarterly Report on Form 10-Q or Current Report on Form 8-K where required.
−Removed: of Equity Securities
−Removed: No repurchases of our common stock were made during
−Removed: the fourth quarter of 2024.
+Added: The information required by this item can be found under Part III, Item 12 of this Annual Report.
+Added: Issuer Purchases of Equity Securities
+Added: In September 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.
+Added: Repurchases may be made from time-to-time, subject to general
+Added: business and market conditions, other investment opportunities, and applicable legal requirements.
+Added: Repurchases may be made through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans.
+Added: No repurchases of Class A Common Stock by the Company occurred during the year ended December 31, 2025.
+Added: Unregistered Sales of Equity Securities
+Added: On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the 4.25% Convertible Senior Notes due 2030 assumed through the Semler Scientific Merger, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of SATA Stock.
+Added: The issuance of SATA Stock was made in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act.
+Added: During the year ended December 31, 2025, we did not sell any equity securities that were not registered under the Securities Act and that were not previously disclosed in a Current Report on Form 8-K.
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.