Strive Inc-A美股招股说明书(2025-12-05版)

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT To the stockholders of Strive, Inc. and Semler Scientific, Inc.: On September22, 2025, Strive, Inc. (“Strive”) and Semler Scientific, Inc. (“Semler Scientific”) entered into anAgreement and Plan of Merger (as amended on December 3, 2025, the “Merger Agreement”), that provides for thecombination of the two companies. Under the Merger Agreement, Strive Merger Sub, Inc. (“Merger Sub”) will mergewith and into Semler Scientific (the “Merger”), with Semler Scientific as the surviving corporation of the Merger. If the Merger is completed, Semler Scientific’s stockholders will receive 21.05 shares (the “Exchange Ratio”) ofStrive’s ClassA Common Stock, $0.001 par value per share (“Strive ClassA Common Stock”), for each share ofSemler Scientific’s common stock, $0.001 par value per share (“Semler Scientific Common Stock”) (except fortreasury stock or shares owned by Semler Scientific or Strive (in each case other than in a fiduciary or agency capacityor as a result of debts previously contracted)), they hold immediately prior to the Merger, plus cash in lieu of fractionalshares, the “Merger Consideration”). As a result of the foregoing, based on the number of shares of Strive ClassACommon Stock and Semler Scientific Common Stock outstanding as of September19, 2025, the last trading day beforepublic announcement of the MergerAgreement, it is expected that Strive’s stockholders will hold approximately 80.6%,and Semler Scientific stockholders will hold approximately 19.4%, of the shares of the combined company outstandingimmediately after the effective time of the Merger (the“Effective Time”). Although the Merger Consideration is fixed at the Exchange Ratio, the value of the Merger Consideration will fluctuatebetween the date of this information statement/proxy statement/prospectus and the completion of the Merger basedupon the market value for Strive ClassA Common Stock. Any fluctuation in the market price of Strive ClassACommon Stock after the date of this information statement/proxy statement/prospectus will change the value of theshares of Strive ClassA Common Stock that Semler Scientific’s stockholders will receive. Based on the closing priceper share of Strive ClassA Common Stock on the Nasdaq Stock Market LLC (“Nasdaq”) on September19, 2025, thelast trading day before public announcement of the Merger Agreement, the exchange ratio represented approximately$90.52 in value for each share of Semler Scientific Common Stock. We urge you to obtain current market quotationsfor shares of Strive ClassA Common Stock (trading symbol “ASST”) and shares of Semler Scientific Common Stock(currently traded on Nasdaq, under the trading symbol “SMLR”). Semler Scientific will hold a special meeting of its stockholders (the “Special Meeting”) on January 13, 2026 at 9:00a.m. Eastern Time in a virtual meeting format only, live via the internet and which can be accessed via a unique linkreceived after registering athttps://web.viewproxy.com/SMLRSM/2026. At the Special Meeting, Semler Scientific’sstockholders will be asked (i)to consider and vote on a proposal to approve the Merger Agreement (the “MergerProposal”), (ii)to consider and vote on a non-binding advisory proposal to approve the compensation that may be paidor become payable to the named executive officers of Semler Scientific that is based on or otherwise relates to theMerger (the “Compensation Proposal”), and (iii)to consider and vote on a proposal to approve the adjournment of theSpecial Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of theMerger Proposal (the “Adjournment Proposal”). The board of directors of Semler Scientific (the “Semler ScientificBoard”), has unanimously adopted the Merger Agreement, has determined that the Merger, on the terms and conditionsset forth in the Merger Agreement, is advisable and in the best interests of Semler Scientific and its stockholders, andunanimouslyrecommends that Semler Scientific’s stockholders vote“FOR”the Merger Proposal,“FOR”theCompensation Proposal and “FOR” the Adjournment Proposal if necessary or appropriate to solicit additional votes forapproval of the Merger Proposal. The board of directors of Strive (the “Strive Board”) has unanimously (i)determined that the Merger Agreement andthe transactions contemplated thereby (including the Parent Share Issuance (as defined in the Merger Agreement)) areadvisable, fair to and in the best interests of Strive and its stockholders and (ii)approved and adopted the MergerAgreement and the transactions contemplated thereby (including the Parent Share Issuance). Following the execution ofthe Merger Agreement, Strive delivered its shareholder approval approving the Merger Agreement. Additionally, theStrive Board has unanimously approved an amendment of Strive’s Amended and Restated Articles of Incorporation toremove the maximum limit of directors on the Strive Board, which is currently