Strive Inc-A美股招股说明书(2025-12-09版)

STRIVE, INC. Up to $500,000,000 of Variable Rate SeriesA Perpetual Preferred StockWe have entered into a Controlled Equity OfferingSMSales Agreement with Cantor Fitzgerald & Co., Barclays Capital Inc. and Clear Street LLC (collectively, the “Agents”), dated December9, 2025 (the “Sales Agreement”) relating to the sale of sharesof our Variable Rate SeriesA Perpetual Preferred Stock, par value $0.001 per share, which we refer to as our “SATA Stock.” Inaccordance with the terms of the Sales Agreement, we may offer and sell shares of our Variable Rate SeriesA Perpetual PreferredStock having an aggregate offering price of up to $500,000,000 from time to time to or through the Agents, pursuant to thisprospectus supplement. Our SATA Stock is listed on The Nasdaq Global Market under the trading symbol “SATA.” On December5, 2025, the lastreported sale price of our SATA Stock as reported on The Nasdaq Global Market was $91.65 per share. Sales of our SATA Stock, if any, under this prospectus supplement may be made by any method that is deemed an “at themarket offering” as defined in Rule415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”),including sales made directly on or through The Nasdaq Global Market or any other existing trading market for our SATA Stock,sales made to or through a market maker other than on an exchange or otherwise, directly to one or more of the Agents asprincipals, in negotiated transactions (including block transactions) at market prices prevailing at the time of sale, at prices relatedto such prevailing market prices, and/or in any other method permitted by law. Our SATAStock will be offered and sold throughthe Agents over a period of time and from time to time. None of the Agents are required to sell any specific amount, but each willact as our sales agent using commercially reasonable efforts, consistent with its normal trading and sales practices, on mutuallyagreed terms between the Agents and us. There is no current arrangement for funds to be received in an escrow, trust or similararrangement. The Agents will be entitled to compensation under the terms of the Sales Agreement at a commission rate of up to 3.0% of thegross proceeds from each sale of our SATA Stock. In connection with the sales of our SATA Stock on our behalf, the Agents will bedeemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Agents will be deemed to beunderwriting commissions or discounts. We have also agreed to provide indemnification and contributions to the Agents againstcertain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the“Exchange Act”). We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply withcertain reduced public company reporting requirements for this prospectus supplement and our other filings with the Securities andExchange Commission. SATA STOCK The up to $500,000,000 of shares of SATA Stock that we may offer and sell under this prospectus supplement and theaccompanying prospectus constitutes a further issuance of shares of SATA Stock in addition to the 2,000,000 shares of SATA Stockoutstanding as of the date of this prospectus supplement. Other than the issue date, and in the case of SATA Stock issued afterDecember1, 2025, the first regular dividend record date, SATA Stock that we may offer and sell under this prospectus supplementand the accompanying prospectus will have terms identical to, will have the same CUSIP number as, and will vote together with,the SATAStock outstanding as of the date of this prospectus supplement immediately upon issuance. The SATA Stock has an initial liquidation preference of $100 per share. The liquidation preference is subject to adjustment inthe manner described in this prospectus supplement. However, the liquidation preference will not be adjusted to an amount that isless than $100 per share. The SATA Stock accumulates cumulative dividends, which we refer to as “regular dividends,” at a variable rate that isdescribed more fully below and elsewhere in this prospectus supplement. Regular dividends, if any, on the SATA Stock willaccumulate in the stated amount thereof, which is $100 per share of SATA Stock, and will be payable when, as and if declared byour “board of directors” (as defined in this prospectus supplement) or any duly authorized committee thereof, out of funds legallyavailable for their payment, monthly in arrears on the 15thcalendar day of each calendar month, beginning on December15, 2025.Concurrent with the closing of our initial public offering of the SATA Stock on November10, 2025 (the “IPO Closing”), weestablished a dividend reserve in an amount equal to the first 12 months of dividend payments (assuming dividend payments aremade at a rate of 12.00% per annum) calculated as of the date of the IPO Closing (the “Dividend Reserve”)