Asset Entities Inc.

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 22, 2025

ASSET ENTITIES INC.

(Exact name of Company as specified in its charter)

(214) 459-3117

(Company’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company☒

If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 22, 2025, Asset Entities, Inc., a Nevada corporation (the “Company”), and Strive Enterprises, Inc., an Ohio corporation (“Strive”), entered into exchange agreements (each an “Exchange Agreement” and together the “Exchange Agreements”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and exchange, an aggregate of 2,681,893 shares (the “Exchange Shares”) of the Company’s Class A common stock, $0.001 par value per share (after giving effect to the transactions contemplated by the Merger Agreement (as defined herein), including the redesignation of the Company's current Class B Common Stock to Class A Common Stock) (the “Class A Common Stock”), pursuant to amended and restated articles of incorporation of the Company to be adopted and approved in accordance with the Merger Agreement (as defined below), for the aggregate amount of 69 bitcoin. The exchange ratio was determined based on the price of bitcoin as of 4:00 p.m. New York City time on August 22, 2025 and an assumed per share price of $3.00 of the Class A Common Stock. The issuance of the Exchange Shares pursuant to the Exchange Agreements is expected to qualify as a tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended. The transactions contemplated by the Exchange Agreements are referred to herein as the “351 Exchange.”

The Exchange Agreements were entered into following the execution of the previously announced Amended and Restated Agreement and Plan of Merger, dated June 27, 2025 (the “Merger Agreement”), by and among the Company, Strive and Alpha Merger Sub, Inc., an Ohio corporation and wholly-owned subsidiary of the Company.

The 351 Exchange is expected to close substantially concurrent with the transactions under the Merger Agreement, subject to the satisfaction of conditions precedent to the Company’s and Strive’s obligations to consummate the transactions under the Merger Agreement being satisfied or waived and such transactions being consummated, the Company obtaining shareholder approval for the issuance of the Exchange Shares as required by the applicable rules of The Nasdaq Stock Market LLC, as well as the satisfaction of certain customary closing conditions. The Company expects to receive aggregate gross proceeds from the 351 Exchange of approximately 69 bitcoin.

Pursuant to the terms of the Exchange Agreements, the Company agreed to register for resale the Exchange Shares (the “Registrable Securities”), including an obligation to file a registration statement (the “Registration Statement”) covering the resale by the Investors of their Registrable Securities no later than 30 days following the closing of the transactions contemplated by the Merger Agreement. The Company has agreed to use commercially reasonable efforts to cause the Registration Statement to be declared effective as soon as practicable (and in no event later than the earlier of (i) the 45th day after the closing of the 351 Exchange or (ii) the 120th day after the closing of the 351 Exchange, if the Securities and Exchange Commission staff determines to review the Registration Statement) and to keep the Registration Statement effective until the date that all Registrable Securities covered by the Registration Statement have been sold or can be sold without restriction pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereof) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities.

The representations, warranties and covenants contained in the Exchange Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Exchange Agreements are incorporated herein by reference only to provide investors with information regarding the terms thereof and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

The foregoing description of the Exchange Agreements do not purport to be complete and are qualified in its entirety by reference to the form of the Exchange Agreements, which is filed as Exhibit 10.1 and incorporated by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Securities were issued and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Each Investor represented that it is an “accredited investor” as defined in Rule 501(a) under the Securities Act or “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act. The Securities have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.