Asset Entities Inc-B美股招股说明书(2025-08-22版)

TRANSACTIONPROPOSED—YOUR VOTE IS VERY IMPORTANT August22, 2025 Dear Asset Entities Stockholders: Youare cordially invited to attend the special meeting(the“Special Meeting”)ofstockholders of Asset Entities Inc., a Nevada corporation (“Asset Entities”), to beheldon September 9,2025 at 1:00 p.m.,Central Time,in a virtual meeting format athttps://edge.media-server.com/mmc/go/Asst2025SGM/. Aspreviously announced,on May6,2025,Asset Entities entered into that certainAgreementand Plan of Merger,dated as of May6,2025,as amended by that certainAmendedand Restated Agreement and Plan of Merger,dated as of June 27,2025(as itmaybe further amended,restated or otherwise modified from time to time,the“Merger Agreement”), by and among Asset Entities, Strive Enterprises, Inc., an Ohiocorporation(“Strive”),and Alpha Merger Sub,Inc.,an Ohio corporation and adirect, wholly owned subsidiary of Asset Entities (“Merger Sub”), pursuant to whichMerger Sub will merge with and into Strive (the “Merger”), with Strive surviving theMerger as the surviving corporation and as a direct, wholly owned subsidiary of AssetEntities,subject to the terms and conditions set forth in the Merger Agreement.Thetransactionscontemplated by the Merger Agreement are referred to herein as the“Transactions.”AcopyoftheMergerAgreementisattachedtothisproxystatement/prospectus asAnnex A. TheProposed Transaction In connection with the Transactions, (i)the sole holder of shares of Asset EntitiesClassAcommon stock,$0.0001 par value per share(the“Existing ClassACommonStock”),will,prior to the Merger,convert all of its shares of Existing ClassACommonStock into shares of Asset Entities ClassBcommon stock,$0.0001 par valuepershare(the“Existing ClassBCommon Stock”and,together with the ExistingClassACommon Stock,the“Existing Common Stock”)(the“High Vote StockConversion”), and (ii)Asset Entities will, following the High Vote Stock Conversionandprior to the Merger,(A)amendand restate its Articles of Incorporation intheirentirety,in the form attached to this proxy statement/prospectus as AnnexB(the“A&R Articles of Incorporation”),which,among other things,(x)redesignatestheExisting Class A Common Stock as“Class B Common Stock” (which will continuetobe high vote stock),$0.001 par value per share(the“New ClassBCommonStock”),and redesignates the Existing ClassBCommon Stock as“ClassACommonStock”(which will continue to be low vote stock),$0.001 par value per share(the“New ClassACommon Stock”and,together with the New ClassBCommon Stock,the“NewCommonStock”and,suchreclassification,the“Redesignation”),and(y)changes the name of Asset Entities to “Strive, Inc.” (such newly named entity,“New Strive” and such name change,the“Name Change”),and(B)amend and restatetheexistingBylawsofAssetEntities,intheformattachedtothisproxystatement/prospectusas Annex C(the“A&R Bylaws”).Following the effectiveness oftheA&R Articles of Incorporation,each share of New ClassACommon Stock willentitle the holder thereof to one vote on any matter that is duly submitted to a voteofthe stockholders of Asset Entities,and each share of New ClassBCommon Stockwillentitle the holder thereof to ten votes on any matter that is duly submitted toa vote of the stockholders of Asset Entities. Atthe effective time of the Merger(the“Effective Time”),Merger Sub will mergewithand into Strive,with Strive surviving the Merger as the surviving corporationandas a direct,wholly owned subsidiary of Asset Entities.At the Effective Time,eachshare of capital stock,$0.00001 par value per share,of Strive(“StriveCapitalStock”)that is issued and outstanding as of immediately prior to theEffectiveTime will be cancelled and automatically converted into the right toreceive(i)anumber of shares of New ClassBCommon Stock equal to the ExchangeRatio and (ii)an amount of cash in lieu of fractional shares, in each case, subjecttoany adjustments and withholdings described in the Merger Agreement.The shares ofNewCommon Stock issued as merger consideration pursuant to the Merger Agreement are collectivelyreferred to herein as“Consideration Stock”.The“Exchange Ratio”willbe calculated in accordance with the Merger Agreement such that the aggregatenumber of shares of Consideration Stock issued Table of Contents tothe holders of Strive Capital Stock in respect thereof,together with the numberofshares of New Common Stock underlying(x)restrictedstock units that settle insharesof common stock of Strive(“Strive RSUs”)(solely to the extent vested)and(y)sharesof restricted stock awards denominated in shares of common stock ofStrive(“Strive RSAs”)(solely to the extent vested),in each case of clauses(x)and(y),assumed by Asset Entities or converted into or substituted forrestrictedstock units or restricted stock awards,as applicable,of Asset Entities,ineach case,as of the Effective Time,will result in such holders(together withtheholders of such Strive RSUs and Strive RSAs)then holding 94.2%of the Pro FormaShareTotal(as defined in the Merger Agreement and d