Strive Inc-A美股招股说明书(2026-06-05版)

STRIVE, INC. Up to $2,550,000,000 of ClassA Common Stock__________________________ This prospectus supplement (the “amendment”) amends and supplements our prospectus dated September 15, 2025 (the“prospectus”), contained in the shelf registration statement on Form S-3ASR of which the prospectus is a part, relating to the offerand sale of shares of our Class A common stock, par value $0.001 per share (the “Class A Common Stock”). This amendment shouldbe read in conjunction with the prospectus, which will be delivered with this amendment. This amendment amends and supplementsonly those sections of the prospectus listed in this amendment, all other sections of the prospectus remain as is. We previously entered into a Controlled Equity OfferingSMSales Agreement with Cantor Fitzgerald & Co. (the “Original Agent”),dated September 15, 2025 (the “Original Agreement”); which was amended and restated on June 5, 2026 (as amended and restated,the “Sales Agreement”) with the Original Agent and Barclays Capital Inc., Clear Street LLC, The Benchmark Company, LLC, StoneXFinancial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC (together with the Original Agent, the“Agents”), relating to the sale of shares of ClassA Common Stock offered by the prospectus, as amended by this amendment. Asamended and restated, the Sales Agreement provided for Barclays Capital Inc., Clear Street LLC, The Benchmark Company, LLC,StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C. Wainwright & Co., LLC to be added as additional salesagents and increased the aggregate offering price of our ASST Stock that we may offer and sell under the Sales Agreement from up to$450,000,000 to up to $2,550,000,000 (which amount includes shares that we sold under the Sales Agreement prior to the date of thisamendment) from time to time through the Agents. We are filing this amendment to amend the prospectus to add Barclays Capital Inc.,Clear Street LLC, The Benchmark Company, LLC, StoneX Financial Inc., B. Riley Securities, Inc., Maxim Group LLC and H.C.Wainwright & Co., LLC as additional Agents and increase the aggregate dollar amount of the shares of Class A Common Stock thatwe may sell pursuant to the Sales Agreement. As of June 2, 2026, we have sold an aggregate of 19,195,748 shares of our Class ACommon Stock pursuant to the Sales Agreement for gross proceeds of approximately $336.4 million. Our Class A Common Stock is traded on The Nasdaq Global Market under the symbol “ASST.” The last reported sale price of ourClass A Common Stock on The Nasdaq Global Market on June 2, 2026 was $16.12 per share. Sales of our Class A Common Stock, if any, under this amendment and the prospectus may be made in sales deemed to be an “at themarket offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the Securities Act) includingsales made directly on or through The Nasdaq Global Market or any other existing trading market for our Class A Common Stock,sales made to or through a market maker other than on an exchange or otherwise, directly to one or more of the Agents as principals, innegotiated transactions (including block transactions) at market prices prevailing at the time of sale, at prices related to such prevailingmarket prices, and/or in any other method permitted by law. The Agents are not required to sell any specific number or dollar amountof securities, but will act as a sales agent using commercially reasonable efforts to sell on our behalf all of the shares of Class ACommon Stock requested to be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms betweenthe Agents and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The Agents will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share sold. In connectionwith the sale of the Class A Common Stock on our behalf, the Agents will be deemed to be “underwriters” within the meaning of theSecurities Act and the compensation of the Agents will be deemed to be underwriting commissions or discounts. We have also agreedto provide indemnification and contribution to the Agents with respect to certain liabilities, including liabilities under the SecuritiesAct or the Securities Exchange Act of 1934, as amended (the Exchange Act). See the section entitled “Plan of Distribution” beginningon page S-8 of this amendment for additional information regarding the compensation to be paid to the Agents. We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certainreduced public company reporting requirements for this prospectus supplement and our other filings with the Securities and ExchangeCommission (the “SEC”). Investing in our Class A Common Stock involves a high degree of risk. You should review carefully the risks and uncertaintie