As filed with the Securities and Exchange Commission on August 5, 2025

Registration No.            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________

FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

________________________________________________

ASSET ENTITIES INC.

(Exact name of registrant as specified in its charter)

________________________________________________

100 Crescent Ct, 7th Floor

Dallas, TX 75201

(214)-459-3117

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

________________________________________________

Matthew Krueger

Chief Financial Officer

100 Crescent Ct, 7th Floor

Dallas, TX 75201

(214)-459-3117

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

________________________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and upon completion of the merger described in the accompanying proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

(y), assumed by Asset Entities or converted into or substituted for restricted stock units or restricted stock awards, as applicable, of Asset Entities, in each case, as of the Effective Time, will result in such holders (together with the holders of such Strive RSUs and Strive RSAs) then holding 94.2% of the Pro Forma Share Total (as defined in the Merger Agreement and described in greater detail in the attached proxy statement/prospectus).

At the Closing, Asset Entities shall also issue to certain investors (a) shares of the New Class A Common Stock and pre-funded warrants of Asset Entities for a price of $1.35 per share or pre-funded warrant (including any exercise price with respect to such pre-funded warrants) for an aggregate expected purchase price of $750,329,019 and (b) an equivalent number of traditional warrants of Asset Entities to purchase shares of New Class A Common Stock at an exercise price of $1.35 per share, in each case (as amended from time to time, the “PIPE Financing”)

In addition, prior to the effectiveness of the A&R Articles of Incorporation, Asset Entities will pay the sole holder of Existing Class A Common Stock an aggregate cash payment equal to $2,500,000 in consideration for, among other things, such holder’s agreement to relinquish voting control of Asset Entities as a result of the High Vote Stock Conversion.

Asset Entities will be renamed to “Strive, Inc.” and will be headquartered at 200 Crescent Court, Suite 1400, Dallas, Texas 75201. As of the consummation of the Merger, the New Class A Common Stock will be listed on Nasdaq. The New Class B Common Stock will not be listed, quoted or traded on any stock exchange or over-the-counter market.

The Special Meeting

On May 6, 2025 (and later confirmed on June 23, 2025), after careful consideration, deliberation and evaluation, the board of directors of Asset Entities (“Asset Entities Board”) unanimously (i) determined that the Stock Issuance, the Organizational Documents Amendments (including the Redesignation) and the other Transactions each as defined in the Merger Agreement) are in the best interests of Asset Entities and its stockholders, (ii) adopted and approved the Merger Agreement and declared advisable the Stock Issuance, the Organizational Documents Amendments (including the Redesignation) and the other Transactions on the terms and conditions of the Merger Agreement, and (iii) directed that the approval of the Merger Agreement, the Stock Issuance, the Organizational Documents Amendments (including the Redesignation) and the other Transactions on the terms and conditions of the Merger Agreement, be submitted to Asset Entities’ stockholders for consideration at the Special Meeting.

At the Special Meeting, you will be asked to vote on merger-related matters, including, among other things, certain amendments to the organizational documents of Asset Entities and certain issuances of securities, each of which are described in greater detail in the Notice of Special Meeting of Stockholders and the proxy statement/prospectus accompanying this letter.

The Asset Entities Board has fixed the close of business on [•], 2025 as the record date for determination of Asset Entities stockholders entitled to notice of, and to vote on, all matters presented at the Special Meeting, or any adjournment or postponement thereof. The Asset Entities Board unanimously recommends that Asset Entities stockholders vote “FOR” each of the proposals described in the accompanying proxy statement/prospectus.

The accompanying proxy statement/prospectus provides important information regarding the Special Meeting and a detailed description of the Transactions, the Merger Agreement, the Merger and the Proposals described above, as well as detailed business and financial information about Asset Entities and Strive. You are urged to carefully read the accompanying proxy statement/prospectus and the annexes included with the proxy statement/prospectus. Please pay particular attention to and read carefully the section “Risk Factors” beginning on page 131 of the accompanying proxy statement/prospectus. You can also obtain information about Asset Entities from documents that it has previously filed with the Securities and Exchange Commission (the “SEC”).

Your vote is very important, regardless of the number of shares you own. Asset Entities and Strive cannot complete the Merger without the approval of the organizational documents amendment proposal by Asset Entities stockholders holding shares of capital stock of Asset Entities representing at least a majority of the voting power of the outstanding shares of common stock of Asset Entities at the close of business on [•], 2025, the record date for the Special Meeting. The failure of any Asset Entities stockholder to vote will have the same effect as a vote against the approval of the organizational documents amendment proposal. Whether or not you expect to attend the Special Meeting, please vote or otherwise submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Special Meeting. If your shares are held in the name of a bank, broker or other nominee holder of record, please follow the instructions on the voting instruction form furnished to you by such record holder.

We are excited for the year ahead and this important step in the Asset Entities journey. We appreciate your ownership of equity in Asset Entities and thank you for your continued support.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

MacKenzie Partners, Inc.

17 Penn Plaza

New York, New York 10001

Tel: 1-212-929-5500

Toll-Free: 1-800-322-2885

Email: proxy@MacKenziePartners.com

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [__], 2025 and is first being mailed or otherwise delivered to Asset Entities stockholders on or about [__], 2025.

Asset Entities Inc.

100 Crescent Ct, 7th Floor

Dallas, TX 75201

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [•], 2025

Notice is hereby given that Asset Entities Inc., a Nevada corporation (“Asset Entities”), will virtually hold a special meeting of stockholders (the “Special Meeting”) on [•], 2025 at [•], Central Time.

As previously announced, on May 6, 2025, Asset Entities 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 (as it may be further amended, restated or otherwise modified from time to time, the “Merger Agreement”), by and among Asset Entities, Strive Enterprises, Inc., an Ohio corporation (“Strive”), and Alpha Merger Sub, Inc., an Ohio corporation and a direct, wholly owned subsidiary of Asset Entities (“Merger Sub”), pursuant to which Merger Sub will merge with and into Strive (the “Merger”), with Strive surviving the Merger as the surviving corporation and as a direct, wholly owned subsidiary of Asset Entities, subject to the terms and conditions set forth in the Merger Agreement. The transactions contemplated by the Merger Agreement are referred to herein as the “Transactions.” A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement/prospectus.

The Special Meeting will be held for the purpose of allowing stockholders of Asset Entities to consider and vote upon the following matters:

1.      Proposal 1 — The Organizational Documents Amendments Proposal — A proposal to approve and adopt an (i) amendment and restatement of the existing Articles of Incorporation of Asset Entities (a copy of which amended and restated articles of incorporation is attached as Annex B to the accompanying proxy statement/prospectus), which, among other things, (A) redesignates the Existing Class A Common Stock as “Class B Common Stock” (which will continue to be high vote stock), $0.001 par value per share (the “New Class B Common Stock”), and redesignates the Existing Class B Common Stock as “Class A Common Stock” (which will continue to be low vote stock), $0.001 par value per share (the “New Class A Common Stock” and, together with the New Class B Common Stock, the “New Common Stock”), and (B) changes the name of Asset Entities to “Strive, Inc.”, and (ii) amendment and restatement of the existing Bylaws of Asset Entities (a copy of which amended and restated bylaws is attached as Annex C to the accompanying proxy statement/prospectus) (the “Organizational Documents Amendments Proposal”);

2.      Proposal 2 — The Stock Issuance Proposal — A proposal to approve the (i) issuance of the New Class B Common Stock in the Merger, which will represent (or are convertible into) more than 20% of the shares of New Common Stock outstanding immediately prior to the Merger pursuant to Nasdaq Listing Rule 5635(a), and (ii) change of control resulting from the Merger pursuant to Nasdaq Listing Rule 5635(b) (the “Stock Issuance Proposal”);

3.      Proposal 3 — The Financing Securities Issuance Proposal — A proposal to approve the issuance of securities, including (i) shares of New Class A Common Stock to certain investors, (ii) shares of New Class A Common Stock to certain contributors of digital assets pursuant to Section 351 of the Internal Revenue Code of 1986, as amended, and (iii) related warrants, in each case to be issued concurrently with the closing of the transactions contemplated by the Merger Agreement, which, collectively, will represent (or are convertible into) more than 20% of the shares of New Common Stock outstanding immediately prior to such issuance pursuant to Nasdaq Listing Rule 5635(d) (the “Financing Securities Issuance Proposal”); and

4.      Proposal 4 — The Adjournment Proposal — A proposal to approve the adjournment of the Special Meeting to a later date if necessary to solicit additional proxies if there are not sufficient votes to adopt the Organizational Documents Amendments Proposal, the Stock Issuance Proposal or the Financing Securities Issuance Proposal at the time of the Special Meeting, or any adjournment or postponement thereof (the “Adjournment Proposal” and, together with the Organizational Documents Amendments Proposal, the Stock Issuance Proposal and the Financing Securities Issuance Proposal, each, a “Proposal”).

Each Proposal is described in more detail in the accompanying proxy statement/prospectus, which you should read carefully in its entirety before you vote.

On May 6, 2025 (and later confirmed on June 23, 2025), after careful consideration, deliberation and evaluation, the board of directors of Asset Entities (“Asset Entities Board”) has unanimously (i) determined that the Transactions are in the best interests of Asset Entities and its stockholders, and (ii) recommended that Asset Entities stockholders vote “FOR” the Organizational Documents Amendments Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Financing Securities Issuance Proposal and, if presented, “FOR” the Adjournment Proposal.

The Asset Entities Board has fixed the close of business on [•], 2025 (the “Record Date”) as the record date for the determination of the Asset Entities stockholders entitled to notice of, and to vote at, the Special Meeting, or any adjournment or postponement thereof. Only stockholders of record as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting, or any adjournment or postponement thereof. For the ten days prior to the Special Meeting, a list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder of record for purposes germane to the Special Meeting, by requesting a copy of such list by email at web@assetentities.com or by phone call at (214) 459-3117. Such list will also be available for examination at the Special Meeting.

The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted solely online at [__]. You will be able to attend and participate in the Special Meeting online, vote your shares electronically or submit your questions prior to and during the meeting by visiting the website(s) indicated in your proxy materials. You may need to have your control number included on your proxy card or on the instructions that accompanied your proxy materials or other information as instructed through your broker, bank or other holder of record to join the Special Meeting. There will be no physical location for stockholders to attend, and you will not be able to attend the Special Meeting in person.

Your vote is very important, regardless of the number of shares you own. Although your vote is not required to adopt and approve the Merger Agreement, approval of the Organizational Documents Amendments Proposal, the Stock Issuance Proposal and the Financing Securities Issuance Proposal by Asset Entities stockholders are conditions to consummating the Merger. Accordingly, we cannot complete the Merger unless such Proposals are approved. Because adoption of the Organizational Documents Amendments Proposal requires the affirmative vote of holders of shares of capital stock of Asset Entities representing a majority of the voting power of the outstanding shares of common stock of Asset Entities, the failure of an Asset Entities stockholder who holds his or her shares in “street name” through a broker, bank or other nominee holder of record to give voting instructions to that broker, bank or other nominee holder of record or any other failure of an Asset Entities stockholder to vote will have the same effect as a vote “AGAINST” the Organizational Documents Amendments Proposal. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your vote through the internet or telephonically. Whether or not you plan to attend the Special Meeting, we urge you to vote. Any stockholder of record in attendance at the Special Meeting and entitled to vote may do so by voting electronically at the Special Meeting, even if such stockholder returned a proxy.

Dallas, TX

[__], 2025

YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, YOU ARE URGED TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) VIA THE INTERNET, (2) BY TELEPHONE OR (3) BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED.

The accompanying proxy statement/prospectus provides important information regarding the Special Meeting and a detailed description of the Transactions, the Merger Agreement, the Merger and the Proposals described above. You are urged to read carefully and in their entirety the accompanying proxy statement/prospectus and the annexes included with the proxy statement/prospectus . If you have any questions concerning the Transactions, the Merger Agreement, the Merger, the Proposals, the Special Meeting or the accompanying proxy statement/prospectus, or you would like additional copies of the accompanying proxy statement/prospectus or you need help voting your shares, please contact our proxy solicitor:

MacKenzie Partners, Inc.

17 Penn Plaza

New York, New York 10001

Tel: 1-212-929-5500

Toll-Free: 1-800-322-2885

Email: proxy@MacKenziePartners.com

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Asset Entities, constitutes a prospectus of Asset Entities under Section 5 of the Securities Act, with respect to the shares of New Common Stock to be issued to non-affiliate Strive stockholders as merger consideration pursuant to the Merger Agreement. This document also constitutes a proxy statement of Asset Entities under Section 14(a) of the Exchange Act, and the rules promulgated thereunder, and a notice of meeting with respect to the Special Meeting of Asset Entities stockholders scheduled to be held on [•], 2025 to consider and vote upon and approve the Proposals.

Asset Entities has supplied all information contained in this proxy statement/prospectus relating to Asset Entities and Merger Sub and their respective subsidiaries, and Strive has supplied all information contained in this proxy statement/prospectus relating to Strive and its subsidiaries.

You should rely only on the information contained this proxy statement/prospectus with respect to the Transactions, the Merger and the Merger Agreement. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to Asset Entities stockholders nor the issuance by Asset Entities of shares of New Common Stock as merger consideration, or any other securities, in connection with the Merger will create any implication to the contrary.

Unless otherwise noted, the share and per share information in this proxy statement/prospectus have been adjusted to give effect to the one-for-five (1-for-5) reverse stock split of each of Asset Entities’ 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 Time on July 1, 2024.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, (i) “Asset Entities” refers to Asset Entities Inc., (ii) “Merger Sub” means Alpha Merger Sub, Inc., an Ohio corporation and (iii) “Strive” refers to Strive Enterprises, Inc., an Ohio corporation.

The terms “we,” “us,” and “our” are used to refer to “Asset Entities” as specifically stated within a section of this document or as the context may otherwise provide or indicate.

In addition, the following terms are commonly used throughout this document and have the meaning set forth below:

“2025 Annual Meeting” means the 2025 annual meeting of stockholders.

“A&R Articles of Incorporation” means the Amended and Restated Articles of Incorporation of Asset Entities proposed to adopted in connection with the Merger, in the form attached to this proxy statement/prospectus as Annex B.

“A&R Bylaws” means the Amended and Restated Bylaws of Asset Entities proposed to adopted in connection with the Merger, in the form attached to this proxy statement/prospectus as Annex C.

“AEH” means Asset Entities Holdings, LLC, a Texas limited liability company and the sole holder of Existing Class A Common Stock.

“Articles of Incorporation” means the articles of incorporation of Asset Entities currently in effect, as adopted on March 9, 2022.

“Adjournment Proposal” means the proposal to approve the adjournment of the Special Meeting to a later date if necessary to solicit additional proxies if there are not sufficient votes to adopt the Organizational Documents Amendments Proposal, the Stock Issuance Proposal or the Financing Securities Issuance Proposal at the time of the Special Meeting, or any adjournment or postponement thereof.

“Aggregate Merger Consideration Share Number” means the aggregate number of shares of Consideration Stock that would need to be issued to the holders of Strive Capital Stock in respect thereof, together with the number of shares of New Common Stock underlying the (i) Strive RSUs (solely to the extent vested) and (ii) Strive RSAs (solely to the extent vested), in each case of clauses (i) and (ii), assumed by Asset Entities or converted into or substituted for restricted stock units or restricted stock awards, as applicable, of Asset Entities, in each case, as of the Effective Time in accordance with the terms of the Merger Agreement, to result in such holders (together with the holders of such Strive RSUs and Strive RSAs) then holding 94.2% of the Pro Forma Share Total (as defined in the Merger Agreement).

“Asset Entities Board” means the board of directors of Asset Entities.

“Asset Entities Board Recommendation” means the recommendation of the Asset Entities Board that the Asset Entities stockholders approve the Proposals.

“Asset Entities stockholder” means a holder of Asset Entities common stock.

“Asset Entities Stockholder Approval” means the approval of the Stock Issuance Proposal and the Financing Securities Issuance Proposal by the affirmative vote of the holders of a majority of the Existing Common Stock having voting power present in person or represented by proxy at the Special Meeting and approval of the Organizational Documents Amendments by the affirmative vote of holders of shares of capital stock of Asset Entities representing a majority of the voting power of the Existing Common Stock.

“Bylaws” means the existing Bylaws of Asset Entities currently in effect, as adopted on March 9, 2022.

“Closing” means the closing of the Merger.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Company Adverse Recommendation Change” has the meaning set forth in the Merger Agreement.

“Company Adverse Recommendation Change Termination Right” means The Merger Agreement may be terminated by Strive if prior to the receipt of the Asset Entities Stockholder Approval, if a Company Adverse Recommendation Change shall have occurred or Asset Entities has committed willful breach of the provisions summarized in the section titled “The Merger Agreement — No Solicitation by Asset Entities” of this proxy statement/prospectus.

“Consideration Stock” means the shares of New Common Stock issued as merger consideration pursuant to the Merger Agreement.

“End Date” means February 6, 2026.

“Effective Time” means the effective time of the Merger, which will be the date and time when the certificate of merger filed in connection with the Merger has been duly filed with the Ohio Secretary of State or at such later time permitted under the Ohio Revised Limited Liability Company Act as may be mutually agreed to by Strive and Asset Entities and specified in the certificate of merger.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Ratio” means the calculation in accordance with the Merger Agreement such that each holder of Strive Capital Stock shall receive in the Merger, in respect of each share of Strive Capital Stock, a number of shares of Consideration Stock equal to the quotient obtained by dividing (a) the Aggregate Merger Consideration Share Number by (b) the aggregate number of shares of Strive Common Stock issued and outstanding as of immediately prior to the Effective Time (for purposes of this clause (b), assuming the conversion of all Strive preferred stock and including shares of Strive Common Stock subject to Strive RSUs and Strive RSAs that have vested but have not settled).

“Existing Class A Common Stock” means the Class A Common Stock, $0.0001 par value per share, of Asset Entities.

“Existing Class B Common Stock” means the Class B Common Stock, $0.0001 par value per share, of Asset Entities.

“Existing Common Stock” means the Existing Class A Common Stock and Existing Class B Common Stock.

“Financing Securities Issuance Proposal” means the proposal to approve the issuance of securities, including (i) shares of New Class A Common Stock to the PIPE Investors, (ii) shares of New Class A Common Stock to certain contributors of digital assets pursuant to Section 351 of the Internal Revenue Code of 1986, as amended, and (iii) related warrants, in each case to be issued concurrently with the Closing.

“GAAP” means United States generally accepted accounting principles.

“High Vote Stock Conversion” means the conversion of all shares of Existing Class A Common Stock by AEH into shares of Existing Class B Common Stock with one vote per share effective after receipt of the Asset Entities Stockholder Approval and prior to the Effective Time.

“Merger” means the merger of Merger Sub with and into Strive, with Strive being the surviving entity in accordance with and pursuant to the Merger Agreement.

“Merger Agreement” means that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2025, by and among Asset Entities, Merger Sub and Strive, as it may be further amended from time to time.

“Merger Consideration” means the Consideration Stock issued in connection with the Merger (together with any cash in lieu of fractional shares as specified in the Merger Agreement).

“Nasdaq” means The Nasdaq Stock Market LLC.

“New Class A Common Stock” means the Class A common stock, par value $0.001 per share, of Asset Entities, as set forth in the A&R Articles of Incorporation (which will be entitled to one vote per share).

“New Class B Common Stock” means the Class B common stock, par value $0.001 per share, of Asset Entities, as set forth in the A&R Articles of Incorporation (which will be entitled to ten votes per share).

“New Common Stock” means the New Class A Common Stock and the New Class B Common Stock.

“New Strive” means the newly named entity of Asset Entities headquartered at 200 Crescent Court, Suite 1400, Dallas, Texas 75201.

“New Strive Board” means the board of directors of New Strive.

“Newbridge” means Newbridge Securities Corporation.

“NRS” means the Nevada Revised Statutes of the State of Nevada.

“Opinion” means the written opinion of Newbridge Securities Corporation, attached to this proxy statement/prospectus as Annex G.

“ORC” means the Ohio Revised Code.

“Organizational Documents Amendments” means the amendment and restatement of the Articles of Incorporation of Asset Entities to be in the form attached to this proxy statement/prospectus as Annex B and the Asset Entities Amended and Restated Bylaws to be in the form attached to this proxy statement/prospectus as Annex C.

“Organizational Documents Amendments Proposal” means the proposal to the Asset Entities stockholders to approve the Organizational Documents Amendments.

“Original Signing Date” means May 6, 2025.

“PIPE Financing” means the subscription and purchase by the PIPE Investors, and the issuance and sale by Asset Entities, at the Closing of (i) shares of New Class A Common Stock (which, for the avoidance of doubt, will be low vote stock) and pre-funded warrants of Asset Entities for a price of $1.35 per share or warrant (including any exercise price with respect to such pre-funded warrants) for an aggregate expected purchase price of approximately $750 million and (ii) an equivalent number of warrants of Asset Entities, in each case, as amended from time to time.

“PIPE Investors” means each of the certain investors party to the applicable Subscription Agreement.

“Proposal” means each of the Organizational Documents Amendments Proposal, Stock Issuance Proposal, Financing Securities Issuance Proposal and Adjournment Proposal.

“Record Date” means the close of business on [•], 2025, the record date for the determination of the Asset Entities stockholders entitled to notice of, and to vote at, the Special Meeting, or any adjournment or postponement thereof.

“Redesignation” means, the reclassification of Asset Entities (i) Existing Class A Common Stock into New Class B Common Stock and (ii) Existing Class B Common Stock into New Class A Common Stock, as provided in the A&R Articles of Incorporation.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Signing Date” means June 27, 2025.

“Special Meeting” means the special meeting of the Asset Entities stockholders to consider and vote upon the Proposals.

“Stock Issuance” means the issuance of Consideration Stock to the Strive Stockholders in connection with the Merger, as contemplated by the Merger Agreement.

“Stock Issuance Proposal” means the proposal for the Asset Entities stockholders to approve the Stock Issuance.

“Strive Asset Management” means Strive Asset Management, LLC, an Ohio limited liability company and a direct, wholly owned subsidiary of Strive.

“Strive Board” means the board of directors of Strive.

“Strive Board Recommendation” means the recommendation of the Strive Board that the Strive stockholders approve the Merger Agreement and the Transactions.

“Strive Capital Stock” means the Class A Voting Common Stock, the Class B Non-Voting Common Stock, the Series A-1 Preferred Stock, the Series A-2 Preferred Stock and the Series B Preferred Stock, in each case, of Strive.

“Strive Common Stock” means, collectively, the Class A Voting Common Stock and Class B Non-Voting Common Stock of Strive.

“Strive RSA” means a restricted stock award that settles in shares of common stock of Strive granted pursuant to Strive’s Amended and Restated 2022 Equity Incentive Plan.

“Strive RSU” means a restricted stock unit that settles in shares of common stock of Strive granted pursuant to Strive’s Amended and Restated 2022 Equity Incentive Plan.

“Strive stockholder” means each holder of Strive capital stock.

“Strive Stockholder Approval” means the approval of the Merger Agreement and the Transactions on the terms and conditions of the Merger Agreement, by those Strive stockholders whose approval is required under Strive’s organizational documents in connection with the Transactions.

“Strive Superior Proposal Termination Right” means the Merger Agreement may be terminated by Strive if prior to the receipt of the Strive Stockholder Approval, the Strive Board authorizes Strive to, and Strive substantially simultaneously with the termination of the Merger Agreement, enters into a definitive written agreement providing for a Strive Superior Proposal (as defined in the Merger Agreement).

“Strive Wealth Business” means Strive’s wealth management business (“SWM”).

“Strive Wealth Management” means Strive Wealth Management, LLC, a Texas limited liability company.

“Subscription Agreement” means each of the applicable Subscription Agreements, dated May 26, 2025, by and among Strive, Asset Entities and each of the investors party thereto.

“Support Agreement” means the Amended and Restated Voting and Support Agreement, entered into on the Signing Date between Strive, AEH and Arshia Sarkhani.

“Transactions” means the Merger, the Stock Issuance, the High Vote Stock Conversion, the Organizational Documents Amendments (including the Redesignation), the Financing(s) and the other transactions contemplated by the Transaction Agreements (as defined in the Merger Agreement).

“WWC” means WWC, P.C., Asset Entities’ independent registered public accounting firm.

QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND THE SPECIAL MEETING

The following questions and answers are intended to briefly address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as an Asset Entities stockholder. Please refer to the section of this proxy statement/prospectus entitled “Summary” and the more detailed information contained elsewhere in this proxy statement/prospectus and the annexes to this proxy statement/prospectus, which you should read carefully and in their entirety.

Q:     Why am I receiving this document?

A:     On the Signing Date, Asset Entities entered into the Merger Agreement pursuant to which, at the Effective Time, Merger Sub will merge with and into Strive, with Strive surviving the Merger as the surviving corporation and as a direct, wholly owned subsidiary of Asset Entities, subject to the terms and conditions set forth in the Merger Agreement.

At the Effective Time, each share of Strive Capital Stock that is issued and outstanding as of immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the Merger Consideration, which will result in the holders thereof (together with certain holders of Strive RSUs and Strive RSAs) holding 94.2% of the Pro Forma Share Total (as defined in the Merger Agreement).

In connection with the Transactions, Asset Entities intends to (a) amend and restate its articles of incorporation and bylaws, to be in the forms attached to this proxy statement/prospectus as Annex B and Annex C, respectively, and (b) issue New Class A Common Stock in the PIPE Financing.

The Merger is subject to certain conditions, including the approval by the Asset Entities stockholders of certain matters. Accordingly, Asset Entities is holding the Special Meeting to ask its stockholders to consider and vote upon the Proposals described in this proxy statement/prospectus. This proxy statement/prospectus is being delivered to you by mail as Asset Entities’ stockholder of record, as of the Record Date for the Special Meeting, in connection with the solicitation by the Asset Entities Board of proxies regarding the Proposals to be voted on at the Special Meeting. As a stockholder of record as of the Record Date for the Special Meeting, you are invited to attend the Special Meeting and are entitled to, and are requested to vote on, the items of business described in this proxy statement/prospectus. This proxy statement/prospectus includes important information about the Merger, the Merger Agreement (a copy of which is attached as Annex A to the accompanying proxy statement/prospectus), the Proposals and the Special Meeting. You should read this information carefully and in its entirety before making any voting decisions.

Q:     What are Asset Entities stockholders being asked to vote on?

A:     Asset Entities stockholders are being asked to vote on the following Proposals, as further described in this proxy statement/prospectus:

•        Proposal 1: The Organizational Documents Amendments Proposal;

•        Proposal 2: The Stock Issuance Proposal;

•        Proposal 3: The Financing Securities Issuance Proposal; and

•        Proposal 3: The Adjournment Proposal.

Asset Entities will also consider any other business that properly comes before the Special Meeting.

Q:     Where and when is the special meeting, who is entitled to vote at and attend, and what is the Record Date of, the Special Meeting?

A:     The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively online at [__], on [•] 2025 at [•], Central Time. You are encouraged to access the Special Meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement/prospectus. If your shares are held in the name of a broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or other nominee in order to participate in the virtual Special Meeting. No physical meeting will be held.

All holders of shares of Existing Common Stock who held shares at the Record Date for the Special Meeting (the close of business on [•], 2025) are entitled to receive notice of, and to vote at, the Special Meeting. Only Asset Entities stockholders as of the close of business on the Record Date, or their duly appointed proxies, and invited guests of Asset Entities may attend the Special Meeting.

You will be able to attend the virtual Special Meeting online and submit your questions during the Special Meeting by visiting the website above, as also indicated in your proxy card or on the instructions that accompanied your proxy materials. You also will be able to vote your shares online by attending the virtual Special Meeting. To participate in the Special Meeting, you may need the control number included on your proxy card or on the instructions that accompanied your proxy materials or other information as instructed through your broker, bank or other holder of record. Shares held in your name as the stockholder of record may be voted electronically during the Special Meeting. If your shares are held in the name of a broker, bank, or other nominee, you should contact your broker, bank, or other nominee to obtain your control number or other instructions provided by your broker, bank or other holder of record. However, even if you plan to attend the Special Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Special Meeting.

As of the close of business on the Record Date, there were [1,000,000] shares of Existing Class A Common Stock issued and outstanding and [15,624,395] shares of Existing Class B Common Stock issued and outstanding. Each holder of Existing Class A Common Stock as of the record date is entitled to ten votes per share and each holder of Existing Class B Common Stock as of the record date is entitled to one vote per share. The holders of Existing Common Stock will vote together as a single class.

In order to ensure that the virtual Special Meeting provides stockholders with a meaningful opportunity to participate, Asset Entities stockholders will be able to ask questions of the Asset Entities Board and Asset Entities’ management during the Special Meeting. Asset Entities stockholders may submit questions during the Special Meeting by typing questions in the question/chat section of the meeting screen. Questions relevant to meeting matters will be answered during the Special Meeting, subject to time constraints and in accordance with the rules of conduct for the Special Meeting.

Q:     Why are you holding a virtual meeting instead of a physical meeting?

A:     Asset Entities is embracing the latest technology in order to provide expanded access, improved communication and cost savings for Asset Entities stockholders. The Asset Entities Board believes that hosting a virtual meeting will enable more Asset Entities stockholders to attend and participate in the meeting since stockholders can participate from any location around the world with internet access.

Q:     What if I have technical difficulties or trouble accessing the virtual annual meeting?

A:     Asset Entities will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Special Meeting website(s). If you encounter any difficulties accessing the virtual Special Meeting website(s) during the check-in or meeting time, please call the technical support number that will be posted on the Special Meeting login page.

Q:     What constitutes a quorum for the Special Meeting?

A:     The presence at the commencement of the Special Meeting, virtually or by proxy, of the holders of a majority of the shares issued and outstanding and entitled to vote as of the record date constitutes a quorum for the Special Meeting. Abstentions will be deemed present at the Special Meeting for the purpose of determining the presence of a quorum. Shares held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee holder of record will not be deemed present at the Special Meeting for the purpose of determining the presence of a quorum.

Q:     What stockholder vote is required for the approval of each Proposal at the Special Meeting?

A:     The following are the vote requirements for the approval of the Proposals at the Special Meeting:

•        Proposal 1 — The Organizational Documents Amendments Proposal — The approval of the Organizational Documents Amendments Proposal requires the affirmative vote cast “FOR” the Organizational Documents Amendments Proposal by holders of shares of capital stock of Asset Entities

representing a majority of the voting power of the outstanding shares of Existing Common Stock. For additional information, please see the section entitled “Proposal 1 — The Organizational Documents Amendments Proposal,” beginning on page 176 of this proxy statement/prospectus.

•        Proposal 2 — The Stock Issuance Proposal — The approval of the Stock Issuance Proposal requires the affirmative vote cast “FOR” the Stock Issuance Proposal at a duly held meeting at which a quorum is present (in person or represented by proxy), by the holders of a majority of the shares of Existing Common Stock having voting power present in person or represented by proxy at such meeting. For additional information, please see section entitled “Proposal 2 — The Stock Issuance Proposal,” beginning on page 177 of this proxy statement/prospectus.

•        Proposal 3 — The Financing Securities Issuance Proposal — The approval of the Financing Securities Issuance Proposal requires the affirmative vote cast “FOR” the Financing Securities Issuance Proposal at a duly held meeting at which a quorum is present (in person or represented by proxy), by the holders of a majority of the shares of Existing Common Stock having voting power present in person or represented by proxy at such meeting. For additional information, please see section entitled “Proposal 3 — The Financing Securities Issuance Proposal,” beginning on page 178 of this proxy statement/prospectus.

•        Proposal 4 — The Adjournment Proposal — The approval of the Adjournment Proposal requires the affirmative vote cast “FOR” the Adjournment Proposal by the holders of at least a majority of the shares having voting power present (in person or represented by proxy) and entitled to vote at a duly held meeting, regardless of whether a quorum is present. For additional information, please see the section entitled “Proposal 4 — The Adjournment Proposal,” beginning on page 179 of this proxy statement/prospectus.

In connection with the execution of the Merger Agreement, AEH, and Arshia Sarkhani, the Chief Executive Officer of Asset Entities and member of the Asset Entities Board, entered the Support Agreement, pursuant to which AEH and Arshia Sarkhani agreed to vote all of the shares of Existing Common Stock that they beneficially own to approve the Organizational Documents Amendments Proposal, the Stock Issuance Proposal, the Financing Securities Issuance Proposal and the Adjournment Proposal at the Special Meeting. As of the Record Date, the outstanding shares of Existing Common Stock subject to the Support Agreement represent approximately [40.2]% of the outstanding voting power of Asset Entities.

Q:     What if I am not present at, or abstain from, voting on any Proposal?

A:     For the Organizational Documents Amendments Proposal, shares of Existing Common Stock not present (in person or represented by proxy) at the Special Meeting, including broker non-votes, and shares of Existing Common Stock present but not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as votes cast “AGAINST” such Proposal. For the Stock Issuance Proposal and Financing Securities Issuance Proposal, shares of Existing Common Stock not present (in person or represented by proxy) at the Special Meeting, including broker non-votes, (assuming a quorum is present) will have no effect on the vote for such Proposals, but shares of Existing Common Stock present but not voted, whether by failure to vote or an abstention, will have the same effect as votes cast “AGAINST” such Proposal. For the Adjournment Proposal, shares of Existing Common Stock not present (in person or represented by proxy) at the Special Meeting, including broker non-votes, will have no effect on the vote for the Adjournment Proposal, regardless of whether a quorum is present, but shares of Existing Common Stock present but not voted, whether by failure to vote or an abstention, will have the same effect as votes cast “AGAINST” such Proposal.

Q:     How do I vote shares that are registered directly in my name?

A:     Asset Entities stockholders of record may vote their shares by:

•        VIRTUALLY — Attending the virtual Special Meeting and electronically voting their shares of Existing Common Stock at the Special Meeting.

•        MAIL — Mark, sign and date your proxy card and return it in the postage-paid envelope provided, which must be received no later than the day before the date of the Special Meeting.

•        INTERNET ([https://www.iproxydirect.com/ASST]) — Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Central Time the day before the date of the Special Meeting. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

•        TELEPHONE ([1-866-752-VOTE(8683)]) — Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Central Time the day before the date of the Special Meeting. Have your proxy card in hand when you call and then follow the instructions.

Please carefully consider the information contained in this proxy statement/prospectus. Whether or not you plan to attend the Special Meeting, you are encouraged to vote via the internet, by telephone or by mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the Special Meeting. If you attend the Special Meeting, you may also vote electronically at the Special Meeting, in which case any votes that you previously submitted — whether via the internet, by telephone or by mail — will be revoked and superseded by the vote that you cast at the Special Meeting.

Q:     How do I vote my shares that are held in the name of my bank, brokerage firm or other nominee?

A:     If your shares are held by your bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in “street name,” and you will receive a form from your bank, brokerage firm or other nominee seeking instruction from you as to how your shares should be voted. If you beneficially own your shares and receive a voting instruction form, you can vote by following the instructions on your voting instruction form. Please refer to information from your bank, brokerage firm or other nominee on how to submit voting instructions.

Your bank, brokerage firm or other nominee will not automatically vote your shares for you. Such entities typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions on how to vote from the beneficial owner. However, banks, brokers and other nominee holders of record typically are not allowed to exercise their voting discretion on matters that are “non-routine” without specific instructions on how to vote from the beneficial owner. Each of the Proposals to be considered at the Special Meeting as described in this proxy statement/prospectus are considered non-routine. Therefore banks, brokers, and other nominee holders of record do not have discretionary authority to vote on any of the Proposals.

Broker non-votes are shares held by a bank, broker or other nominee holder of record that are present at the Special Meeting or represented by proxy at the Special Meeting, but with respect to which the bank, broker or other nominee holder of record is not instructed by the beneficial owner of such shares on how to vote on a particular Proposal and does not have discretionary voting power on such Proposal. Because, as mentioned above, banks, brokers and other nominee holders of record do not have discretionary voting authority with respect to any of the Proposals to be considered at the Special Meeting as described in this proxy statement/prospectus, if a beneficial owner of shares held in “street name” does not give voting instructions to the broker, bank or other nominee holder of record, then those shares will not be present at the Special Meeting or represented by proxy at the Special Meeting and will not count for purposes of determining if a quorum is present at the Special Meeting.

Q:     What is a proxy?

A:     A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Existing Common Stock. The document used to designate a proxy to vote your shares of Existing Common Stock is called a “proxy card.”

Q:     How will my shares be voted at the Special Meeting?

A:     If you correctly submit your proxy via the internet, by telephone, or by mail, the persons named in your proxy card will vote your shares in the manner you requested. If you sign your proxy card and return it without indicating how you would like to vote your shares for any Proposal, your proxy will be voted as the Asset Entities Board recommends for such Proposal (which is “FOR” each of the Proposals).

Q:     Can I revoke my proxy or change my voting instructions?

A:     Yes. You may revoke your proxy or change your vote electronically at any time before the closing of the polls at the Special Meeting.

If you are a stockholder of record at the Record Date for the Special Meeting, you can revoke your proxy or change your vote by:

•        delivering to Asset Entities (at 100 Crescent Ct, 7th Floor, Dallas, TX 75201) a written instrument that revokes the proxy, which is received prior to the Special Meeting;

•        submitting a valid, later-dated proxy via the internet or by telephone before 11:59 P.M. Central Time the day before the date of the Special Meeting, or by mail that is received prior to the Special Meeting; or

•        attending the Special Meeting (or, if the Special Meeting is adjourned or postponed, attending the adjourned or postponed meeting) and voting electronically at the Special Meeting, which automatically will cancel any proxy previously given, or revoking your proxy at the Special Meeting, but your attendance alone will not revoke any proxy previously given.

If you hold your shares in “street name” through a broker, bank or other nominee holder of record, you must contact your brokerage firm, bank or other nominee holder of record to change your vote or obtain a written legal proxy to vote your shares if you wish to cast your vote electronically at the Special Meeting.

Q:     What happens if I sell my shares after the Record Date but before the Special Meeting?

A:     The record date for the Special Meeting (close of business on [•], 2025) is earlier than the date of the Special Meeting. If you sell or otherwise transfer your shares after the record date but before the date of the Special Meeting, you will, unless the transferee obtains a proxy from you, retain your right to vote at the Special Meeting. However, you cease to have any economic interest in such shares.

Q:     What do I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus, the related proxy card or voting instruction forms. This can occur if you hold your shares in more than one brokerage account, if you hold shares directly as a record holder and also in “street name,” or otherwise through another nominee holder of record, and in certain other circumstances. If you receive more than one set of voting materials, please separately submit votes for each set of voting materials in order to ensure that all of your shares are voted.

Q:     Are Asset Entities stockholders entitled to dissenter’s or appraisal rights?

A:     Holders of Existing Common Stock are not entitled to any dissenter’s rights or appraisal rights in connection with the Merger, the Transactions or any of the Proposals. See the section entitled “Summary — Appraisal Rights Available to Stockholders”.

Q:     How does the Asset Entities Board recommend I vote?

A:     At a meeting of the Asset Entities Board held on May 6, 2025, and later confirmed at a meeting of the Asset Entities Board on June 23, 2025, the Asset Entities Board, among other thing, unanimously (i) determined that the Organizational Documents Amendments and the Stock Issuance are in the best interests of Asset Entities and its stockholders and (ii) recommended that the Asset Entities stockholders approve the Organizational Documents Amendments and the Stock Issuance. At a meeting of the Asset Entities Board held on May 23, 2025, and later confirmed at a meeting of the Asset Entities Board on June 23, 2025, the Asset Entities Board, among other things, unanimously determined that the Financing Securities Issuance is in the best interests of Asset Entities and its stockholders and recommended that the Asset Entities Stockholders approve the Financing Securities Issuance.

Accordingly, the Asset Entities Board unanimously recommends that the Asset Entities stockholders vote “FOR” the Organizational Documents Amendments Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Financing Securities Issuance Proposal and, if presented, “FOR” the Adjournment Proposal. See “The Merger — Recommendation of the Asset Entities Board”.

Q:     What are the reasons for the Transactions?

A:     In reaching its decision to approve the Transactions, the Merger Agreement and the transactions contemplated thereby, including the Merger, the Asset Entities Board evaluated the Merger in consultation with Asset Entities’ management, as well as Asset Entities’ financial and legal advisors, and considered a number of factors, including, among others, the following:

•        the attractive value of the Merger to Asset Entities stockholders;

•        the Transactions were superior to other potential strategic options;

•        the consideration to be received by Asset Entities stockholders was more favorable to Asset Entities stockholders than the potential value that might result from other alternatives reasonably available to Asset Entities, based on a number of factors;

•        the risks and anticipated value of continued operation of Asset Entities on a standalone basis;

•        the Asset Entities Board considered the likelihood of the completion of the Merger to be high;

•        the financial analysis presented to the Asset Entities Board by Newbridge and the Opinion of Newbridge delivered to the Asset Entities Board, to the effect that, as of May 6, 2025, and based upon and subject to the assumptions made, procedures followed, factors considered, limitations of the review undertaken and qualifications contained therein, the Merger Consideration to be issued to the holders of Strive Capital Stock was fair, from a financial point of view, to Asset Entities, as more fully described below in the section entitled “The Merger — Opinion of Asset Entities’ Financial Advisor”. The full text of Newbridge’s written Opinion is attached as Annex G to this proxy statement/prospectus and is incorporated herein by reference;

•        the opportunity for Asset Entities to receive alternative proposals, the Asset Entities Board to change its recommendation and terminate the Merger to accept a superior proposal; and

•        certain other considerations.

For additional information, see the section “The Merger — Recommendation of the Asset Entities Board of Directors — Reasons for the Merger”.

Q:     What will happen in the Transactions?

A:     Pursuant to the Merger Agreement, (i) Asset Entities will amend and restate Articles of Incorporation and Bylaws to be in the forms attached to this proxy statement/prospectus as Annex A and Annex B, respectively (after amending and restating its organizational documents, Asset Entities’ name will be “Strive, Inc.” (“New Strive”)), (ii) Asset Entities will pay AEH, the sole holder of Existing Class A Common Stock, a cash payment equal to $2,500,000 in consideration for, among other things, such holder’s agreement to relinquish voting control of Asset Entities as a result of the High Vote Stock Conversion, (iii) Merger Sub will merge with and into Strive, with Strive surviving the Merger as a wholly owned subsidiary of Asset Entities (which will then be New Strive), and (iv) New Strive will issue the Consideration Stock to the holders of Strive Capital Stock. At the Closing, Asset Entities (which will then be New Strive) will also consummate the PIPE Financing, and after the Closing, New Strive will continue to be listed on Nasdaq. Asset Entities stockholders will retain their stock in Asset Entities (pursuant to the Organizational Documents Amendments, the Existing Class A Common Stock of Asset Entities will be redesignated as “Class B Common Stock” (which will continue to be high vote stock) and the Existing Class B Common Stock of Asset Entities will be redesignated as “Class A Common Stock” (which will continue to be low vote stock).

Q:     What will I receive in the Merger?

A:     As a result of the effectiveness of the A&R Articles of Incorporation, your shares of Existing Common Stock will be redesignated as shares of New Common Stock (i.e., Existing Class A Common Stock of Asset Entities will be redesignated as “Class B Common Stock” (which will continue to be high vote stock) and the Existing Class B Common Stock of Asset Entities will be redesignated as “Class A Common Stock” (which will continue

to be low vote stock)). You are not entitled to any consideration with respect to your shares of Existing Common Stock. However, as a result of the Merger, Asset Entities will become the parent company of Strive and, as such, your shares of New Common Stock will, in addition to representing an ownership interest in Asset Entities, represent an indirect ownership interest in Strive.

Q:     What will the equity ownership structure of New Strive be after the consummation of the Merger?

A:     In connection with the Merger, the aggregate number of shares of Consideration Stock issued to the holders of Strive Capital Stock in respect thereof, together with the number of shares of New Common Stock underlying (x) Strive RSUs (solely to the extent vested) and (y) Strive RSAs (solely to the extent vested), in each case of clauses (x) and (y), assumed by Asset Entities or converted into or substituted for restricted stock units or restricted stock awards, as applicable, of Asset Entities, in each case, as of the Effective Time, will result in such holders (together with the holders of such Strive RSUs and Strive RSAs) then holding 94.2% of the Pro Forma Share Total (as defined in the Merger Agreement). In addition, pursuant to the PIPE Financing, Asset Entities expects to issue certain shares of New Class A Common Stock and warrants for an aggregate purchase price of approximately $750 million. After giving effect to the PIPE Financing (assuming full exercise of the warrants issued in the PIPE Financing), holders of Strive Capital Stock are expected to own approximately 19.3% of the New Common Stock of New Strive. Since such holders are being issued New Class B Common Stock in the Merger, which is entitled to ten votes per share, such holders are expected to control approximately 70.6% of the voting power of New Common Stock immediately after the Closing.

Q:     What will be the business of New Strive upon completion of the Merger?

A:     Following completion of the Merger, Strive will transform into the first publicly traded asset management Bitcoin treasury corporation — a company whose primary objectives are to (i) accumulate Bitcoin; (ii) increase Bitcoin-per-share; and (iii) outperform Bitcoin over the long run by deploying both beta Bitcoin treasury accumulation strategies and alpha investment strategies with the goal of beating Bitcoin as the hurdle rate. In addition Strive will continue to manage assets under management (“AUM”) across 13 exchange-traded funds, collective investment trusts, and a direct indexing platform.

Asset Entities provides social media marketing and content delivery services across Discord, TikTok, and other social media platforms. New Strive will leverage Asset Entities’ existing operating business to further the combined companies’ Bitcoin strategies.

Q:     Who will the directors of New Strive be upon completion of the Merger?

A:     Following completion of the Merger, Arshia Sarkhani is expected to serve as a member of the New Strive Board. In addition, Matt Cole (as Chairman of the New Strive Board), Ben Pham, Logan Beirne, Avik Roy, Ben Werkman and an independent director to be determined by Strive will also each serve as members of the New Strive Board.

Q:     Are there any Asset Entities Stockholders that have already committed to voting in favor of the Proposals at the Special Meeting?

A:     Yes, in connection with the Merger Agreement, AEH (the managers, officers and beneficial owners of which include Arman Sarkhani, Arshia Sarkhani, Jackson Fairbanks, Kyle Fairbanks, Matthew Krueger, and Michael Gaubert, of which Arman Sarkhani, Arshia Sarkhani, Kyle Fairbanks, Matthew Krueger, and Michael Gaubert are directors or executive officers of Asset Entities), the holder of all of the shares of Existing Class A Common Stock, and Arshia Sarkhani, the Chief Executive Officer of Asset Entities and member of the Asset Entities Board, agreed to vote all of their shares of Existing Common Stock in favor of, among other things, (i) the Organizational Documents Amendments Proposal, (ii) the Stock Issuance Proposal, (iii) the Financing Securities Issuance Proposal, and (iv) the Adjournment Proposal. AEH and Arshia Sarkhani collectively hold approximately [40.2]% of the voting power of Asset Entities. See “Other Agreements Related to the Transactions — Support Agreement”.

Q:     What will happen if the Merger is not completed?

A:     If the Merger is not completed for any reason, Asset Entities would remain a public company and its Existing Class B Common Stock would continue to be listed and traded on Nasdaq, assuming Asset Entities meets all of Nasdaq’s continuing listing standards.

If the Merger Agreement is terminated under specified circumstances, Asset Entities may be required to pay Strive a termination fee of $10,000,000 or Strive may be required to pay Asset Entities a termination fee of $10,000,000. For more information, see “The Merger Agreement — Termination Fees” below.

Q:     Is completion of the Merger subject to any conditions?

A:     Yes. Asset Entities and Strive are not required to complete the Merger unless a number of conditions are satisfied (or, to the extent permitted by applicable law, waived). These conditions include, among others, the approval of the Organizational Documents Amendments Proposal, the Stock Issuance Proposal and the Financing Securities Issuance Proposal and the consummation of the High Vote Stock Conversion, as described in this proxy statement/prospectus. For a complete summary of the conditions that must be satisfied (or, to the extent permitted by applicable law, waived) prior to completion of the Merger, see “The Merger Agreement — Conditions to Closing”.

Q:     Do any of the Asset Entities officers or non-employee directors have interests in the Merger that may be different from, or in addition to, my interests as an Asset Entities stockholder?

A:     Yes. In considering the Asset Entities Board’s recommendation that Asset Entities’ shareholders approve the Proposals, Asset Entities’ stockholders should be aware that Asset Entities’ officers and non-employee directors have interests in the Merger that may be different from, or in addition to, the interests of Asset Entities’ stockholders generally. The Asset Entities Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the Transactions, and in making their recommendation that Asset Entities’ stockholders approve the Organizational Documents Amendments Proposal, the Stock Issuance Proposal and the Financing Securities Issuance Proposal.

For more information, please see the section of this proxy statement/prospectus entitled “The Merger — Interests of Asset Entities Directors and Executive Officers in the Merger”.

Q:     In what ways do the interests of Asset Entities’ officers and non-employee directors in the Merger differ from the interests of Asset Entities’ stockholders generally?

A:     Please see the section of this proxy statement/prospectus entitled “The Merger — Interests of Asset Entities Directors and Executive Officers in the Merger”.

Q:     Are there any risks that I should consider in deciding whether to vote for the Organizational Documents Amendments Proposal, the Stock Issuance Proposal and the Financing Securities Issuance Proposal?

A:     Yes. You should read and carefully consider the risks described in the section of this proxy statement/prospectus entitled “Risk Factors”.

Q:     When do you expect to complete the Merger?

A:     As of the date of this proxy statement/prospectus, the parties expect to complete the Merger in the fourth quarter of 2025, subject to the satisfaction of the conditions described elsewhere in this proxy statement/prospectus. However, no assurance can be given as to when, or if, the Merger will be completed.

Q:     Who is soliciting my vote? Who will pay for the cost of this proxy solicitation?

A:     The Asset Entities Board is soliciting your proxy, and Asset Entities will bear the cost of soliciting proxies. MacKenzie Partners, Inc. (“MacKenzie Partners”) has been retained to assist with the solicitation of proxies and provide related proxy advisory services. MacKenzie Partners will be paid a final fee expected not to exceed $15,000 for these services in connection with the Special Meeting (subject to additional amounts that Asset Entities and MacKenzie Partners may agree in certain circumstances necessitating additional work) and Asset Entities will also pay MacKenzie Partners’ reasonable and customary expenses.

In addition to solicitation by mail, directors, officers and employees of Asset Entities or its subsidiaries may solicit proxies from stockholders by telephone, telegram, email, personal interview or other means. Asset Entities does not currently expect to incur any costs beyond those customarily expended for a solicitation of proxies in connection with the adoption of a merger agreement. Directors, officers and employees of Asset Entities will not receive additional compensation for their solicitation activities, but may be reimbursed for reasonable out-of-pocket expenses incurred by them in connection with the solicitation. Brokers, dealers, commercial banks, trust companies, fiduciaries, custodians and other nominees have been requested to forward proxy solicitation materials to their customers, and such nominees will be reimbursed for their reasonable out-of-pocket expenses.

Q:     What do I need to do now?

A:     Carefully read and consider the information contained in this proxy statement/prospectus, including its annexes included in this proxy statement/prospectus. Then, please vote your shares in accordance with the instructions contained in this proxy statement/prospectus.

Q:     When will Asset Entities announce the voting results of the Special Meeting, and where can I find the voting results?

A:     Asset Entities intends to announce the preliminary voting results at the Special Meeting and will report the final voting results of the Special Meeting in a Current Report on Form 8-K filed with the SEC within four business days after the meeting. All reports that Asset Entities files with the SEC are publicly available when filed.

Q:     Who should I contact with questions?

A:     If you have any questions concerning the Special Meeting, any of the proposals to be considered at the Special Meeting, or the accompanying proxy statement/prospectus, or if you need help voting your shares, please contact Asset Entities’ proxy solicitor:

MacKenzie Partners, Inc.
17 Penn Plaza
New York, New York 10001
Tel: 1-212-929-5500
Toll-Free: 1-800-322-2885
Email: proxy@MacKenziePartners.com

HISTORICAL CONSOLIDATED FINANCIAL INFORMATION FOR ASSET ENTITIES

FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:    The Board of Directors and Stockholders of
ASSET ENTITIES INC.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of ASSET ENTITIES INC. (the “Company”) as of December 31, 2024 and 2023, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WWC, P.C.
WWC, P.C.
Certified Public Accountants
PCAOB ID: 1171

We have served as the Company’s auditor since January 19, 2022.

San Mateo, CA

March 31, 2025

ASSET ENTITIES INC.
Balance Sheets

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

ASSET ENTITIES INC.
Statements of Operations

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

ASSET ENTITIES INC.
Statement of Stockholders’ Equity
For the years ended December 31, 2024 and 2023

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

ASSET ENTITIES INC.
Statements of Cash Flows

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

ASSET ENTITIES INC.
NOTES TO FINANCIAL STATEMENTS
As of and for the years ended December 31, 2024 and 2023