Asset Entities Inc-B 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 31,2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File No.001-41612 ASSET ENTITIES INC.(Exact name of registrant as specified in its charter) Nevada88-1293236(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) (214)459-3117(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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 withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared orissued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 28, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of theregistrant’s shares of Class B Common Stock, $0.0001 par value per share (“Class B Common Stock”), held by non-affiliates (based upon theclosing price of such shares as reported on The Nasdaq Stock Market LLC) was $2,288,866.66. Shares held by each executive officer anddirector and by each person who owned more than 10% of the outstanding shares of Class B Common Stock have been excluded from thecalculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily aconclusive determination for other purposes. As of March 25, 2025, there were a total of1,000,000shares of the registrant’s Class A Common Stock, $0.0001 par value per share, outstandingand13,413,162shares of the registrant’s Class B Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS Item 1.Business.1Item 1A.Risk Factors.16Item 1B.Unresolved Staff Comments.34Item 1C.Cybersecurity.34Item 2.Properties.36Item 3.Legal Proceedings.36Item 4.Mine Safety Disclosures.36 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.37Item 6.[Reserved]39Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.39Item 7A.Quantitative and Qualitative Disclosures About Market Risk.56Item 8.Financial Statements and Supplementary Data.56Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.57Item 9A.Controls and Procedures.57Item 9B.Other Information.58Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.59 Item 10.Directors, Executive Officers and Corporate Governance.60Item 11.Executive Compensation.64Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matte