Strive Inc-A美股招股说明书(2025-10-10版)

STRIVE, INC. Up to 1,283,904,392 Shares of ClassA Common Stock This prospectus supplement relates to the offer and sale from time to time of up to 1,283,904,392 shares ofClassA common stock, $0.001 par value per share (“ClassA Common Stock”), of Strive, Inc. (“Strive” or “theCompany”), by the selling stockholders named in this prospectus supplement (the “selling stockholders”), whichconsists of: (i) 1,110,518,094 shares of the ClassA Common Stock, $0.001 par value per share, which includes(a) shares of ClassA Common Stock, (b) shares of ClassA Common Stock issuable upon the exercise ofoutstanding pre-funded warrants (the “Pre-Funded Warrants”) and (c) shares of ClassA Common Stock issuableupon the exercise of outstanding warrants (the “Traditional Warrants”), each issued pursuant to the terms of thesubscription agreements, dated as of May26, 2025, by and among Asset Entities Inc. (“Asset Entities”), StriveEnterprises,Inc.and certain selling stockholders(each a“Subscription Agreement”and together the“Subscription Agreements”); (ii) 2,681,893 shares of ClassA Common Stock issued pursuant to the terms of theexchange agreements, dated as of August22, 2025, by and among Asset Entities, Strive Enterprises, Inc. andcertain selling stockholders (each an “Exchange Agreement” and together the “Exchange Agreements”); and(iii)170,704,405 shares of ClassA Common Stock, on an as-converted basis, to be registered pursuant to theterms of that certain Registration Rights Agreement, dated as of September12, 2025, by and among the Companyand the persons listed on Schedule A thereto (the “Registration Rights Agreement”). The Company is not selling any ClassA Common Stock under this prospectus supplement and will notreceive any proceeds from the sale of shares by the selling stockholders. The selling stockholders may, from timeto time, offer and sell shares of ClassA Common Stock held by them directly or indirectly through agents orbroker-dealers on terms to be determined at the time of sale. See “Plan of Distribution.” We are an “emerging growth company” as defined under the federal securities laws and, as such, haveelected to comply with certain reduced public company reporting requirements for this prospectus supplementand our other filings with the Securities and Exchange Commission (the “SEC”). Our ClassA Common Stock is listed on The Nasdaq Global Market tier of The Nasdaq Stock Market LLC(“NASDAQ Global Market”) under the symbol “ASST.” On October9, 2025, the last reported sale price of our ClassA Common Stock on the NASDAQ GlobalMarket was $1.81 per share. Investing in our ClassA Common Stock involves significant risks. See “Risk Factors” beginning on pageS-2of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement. Neither the SEC nor any state securities commission has approved or disapproved of our ClassACommon Stock, or determined if this prospectus supplement or the accompanying prospectus is truthfulor complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-iiWhere You Can Find More InformationS-iiiIncorporation by ReferenceS-iiiSpecial Note on Forward-Looking StatementsS-vSummaryS-1Risk FactorsS-2Use of ProceedsS-3Selling StockholdersS-4Plan of DistributionS-12Validity of SecuritiesS-13ExpertsS-13 Prospectus PageSummary1Where You Can Find More Information2Incorporation by Reference3Special NoteOn Forward-Looking Statements4Risk Factors7Use of Proceeds8Description of Capital Stock9Description of Depositary Shares17Description of Debt Securities18Description of Warrants24Description of Units25Forms of Securities26Plan of Distribution28Legal Matters31Experts31 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the ClassACommon Stock that the selling stockholders may offer and sell and supplements information contained in theaccompanying prospectus and the documents incorporated by reference in this prospectus supplement and theaccompanying prospectus. To the extent required by applicable law, each time the selling stockholders sell shares ofClassA Common Stock under this prospectus supplement, the selling stockholders will provide you with thisprospectus supplement. The second part is the accompanying prospectus, which describes more general information,some of which may not apply to this offering. You should read both this prospectus supplement and theaccompanying prospectus, including the documents incorporated by reference. Before investing in our ClassA Common Stock offered by this prospectus supplement, we urge you to carefullyread this prospectus supplement and the accompanying prospectus, together with the information incorporated byreference as described under “Where You Can Find More Information” and “Incorporation by Reference” in thisprospectus suppleme