Asset Entities Inc

We have no information to disclose that was required to be disclosed in a Current Report on Form 8-K during the three months ended March 31, 2024 but was not reported, other than as disclosed below. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors where those changes were implemented after the Company last provided disclosure of such procedures.

On February 22, 2024, we entered into a separate Cancellation and Exchange Agreement, dated as of February 22, 2024, with each of Asset Entities Holdings, LLC, a Texas limited liability company (“AEH”), the holder of 8,385,276 shares of Class A Common Stock; GKDB AE Holdings, LLC, a Texas limited liability company (“GKDB”), the holder of 603,953 units of membership interests in AEH representing approximately 13.2% ownership of AEH; and each of certain holders of an aggregate of 308,073 units of membership interests in GKDB (the “2024 Former GKDB Holders”), representing approximately 51.0% ownership in GKDB (collectively, the “Former GKDB Holder Cancellation Agreements”). In accordance with the Former GKDB Holder Cancellation Agreements, we and AEH agreed to convert 561,585 shares of AEH’s Class A Common Stock into 561,585 shares of Class B Common Stock and transfer such shares to GKDB, in exchange for GKDB’s agreement to cancel and surrender 308,073 of GKDB’s 603,953 units of membership interests in AEH, representing the 2024 Former GKDB Holders’ approximately 51.0% share of GKDB’s total ownership interest in AEH. GKDB in turn agreed to the cancellation of 308,073 of its AEH units and transfer of the 561,585 shares of Class B Common Stock to the 2024 Former GKDB Holders in proportion to their former ownership interests in GKDB, in exchange for the 2024 Former GKDB Holders’ agreement to cancel and surrender all of their units of membership interests in GKDB. The 561,585 shares of Class B Common Stock transferred to the 2024 Former GKDB Holders were derived from the 2024 Former GKDB Holders’ approximately 6.7% nominal indirect interest in AEH’s 8,385,276 shares of Class A Common Stock, which in turn was derived from the 2024 Former GKDB Holders’ approximately 51.0% ownership of GKDB and, in turn, their nominal indirect interest in approximately 51.0% of GKDB’s AEH units, which constituted approximately 13.2% of AEH. The 2024 Former GKDB Holders’ nominal indirect interest in 561,585 of AEH’s 8,385,276 shares of Class A Common Stock was therefore automatically converted into ownership of 561,585 shares of Class B Common Stock upon the conversion and transfer of this number of Class A Common Stock that were held by AEH to the 2024 Former GKDB Holders. Additionally, on February 22, 2024, we entered into a Cancellation and Exchange Agreement, dated as of February 22, 2024, with AEH and a holder of 160,000 units of membership interests in AEH (the “2024 Former AEH Holder”), representing approximately 3.4% ownership in AEH (the “Former AEH Holder Cancellation and Exchange Agreement”). In accordance with this agreement, we and AEH agreed to convert 291,662 shares of AEH’s Class A Common Stock into 291,662 shares of Class B Common Stock and transfer such shares to the 2024 Former AEH Holder in exchange for the 2024 Former AEH Holder’s agreement to cancel and surrender the 2024 Former AEH Holder’s 160,000 units of membership interests in AEH. The 2024 Former AEH Holder’s nominal direct interest in AEH’s 8,385,276 shares of Class A Common Stock was therefore automatically converted into ownership of 291,662 shares of Class B Common Stock upon the conversion and transfer of this number of Class A Common Stock that were held by AEH to the 2024 Former AEH Holder. These share transfers were recorded with the transfer agent as of February 26, 2024. As a result of these transactions, AEH held 7,532,029 shares of Class A Common Stock, the 2024 Former GKDB Holders held a total of 561,585 shares of Class B Common Stock, and the 2024 Former AEH Holder held 291,662 shares of Class B Common Stock.

On the date of this transaction, the managers, officers, or other beneficial owners of the securities of the Company that were held by AEH consisted of Arman Sarkhani, the Company’s Chief Operating Officer; Arshia Sarkhani, the Company’s Chief Executive Officer, President and director; Jackson Fairbanks, the Company’s Director of Socials and former Chief Marketing Officer; Kyle Fairbanks, the Company’s Chief Marketing Officer, Executive Vice-Chairman and director; Matthew Krueger, the Company’s Chief Financial Officer, Treasurer and Secretary; and Michael Gaubert, the Company’s Executive Chairman, General Counsel, and director. Each of them was deemed to beneficially own the shares of Class A Common Stock owned by Asset Entities Holdings, LLC and have shared voting and dispositive powers over its shares.

Derek Dunlop, who was one of the 2024 Former GKDB Holders, is the Company’s Chief Experience Officer. In accordance with the Cancellation and Exchange Agreement among the Company, AEH, GKDB, and Mr. Dunlop, the Company and AEH agreed to convert 122,565 shares of AEH’s Class A Common Stock into 122,565 shares of Class B Common Stock and transfer such shares to GKDB, in exchange for GKDB’s agreement to cancel and surrender 67,237 of GKDB’s 603,953 units of membership interests in AEH, representing Mr. Dunlop’s approximately 11.1% share of GKDB’s total ownership interest in AEH. GKDB in turn agreed to the cancellation of 67,237 of its AEH units and transfer of the 122,565 shares of Class B Common Stock to Mr. Dunlop in proportion to Mr. Dunlop’s former ownership interest in GKDB, in exchange for Mr. Dunlop’s agreement to cancel and surrender all of Mr. Dunlop’s units of membership interests in GKDB. The 122,565 shares of Class B Common Stock transferred to Mr. Dunlop were derived from Mr. Dunlop’s approximately 1.5% nominal indirect interest in AEH’s 8,385,276 shares of Class A Common Stock, which in turn was derived from Mr. Dunlop’s approximately 21.8% of GKDB and, in turn, Mr. Dunlop’s nominal indirect interest in approximately 11.1% of GKDB’s AEH units, which constituted approximately 13.2% of AEH. Mr. Dunlop’s nominal indirect interest in 122,565 of AEH’s 8,385,276 shares of Class A Common Stock was therefore automatically converted into ownership of 122,565 shares of Class B Common Stock upon the conversion and transfer of this number of shares of Class A Common Stock.

Copies of each of the Former GKDB Holder Cancellation Agreements and the Former AEH Holder Cancellation and Exchange Agreement are each attached to this Quarterly Report on Form 10-Q as Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5, Exhibit 10.6, and Exhibit 10.7, respectively, and the description above is qualified in its entirety by reference to the full text of such exhibits.