Asset Entities to merge with Strive Asset Management

Asset Entities (ASST) has entered into a definitive merger agreement with Strive Asset Management. The combined company will operate under the Strive brand, remain listed on NASDAQ, and become a public Bitcoin Treasury Company. Strive Asset Management intends to use all available mechanisms to build a Bitcoin war chest in a minimally dilutive manner to common shareholders and build a long-term investment approach designed to outperform Bitcoin, by using Bitcoin itself as the hurdle rate for capital deployment. Strive Asset Management will leverage its institutional investment expertise to implement proprietary strategies to fuel Bitcoin accumulation in accretive ways. Such strategies include the planned first-of-its-kind offer of combined company equity in exchange for Bitcoin in a manner that is intended to be tax-free to investors under Section 351 of the U.S. tax code; acquiring cash at a discount through mergers with overcapitalized companies; and unlocking additional leverage to accumulate Bitcoin, while hedging risk in novel ways using in-house fixed income and derivatives expertise. The reverse merger structure is expected to give the company immediate access to an effective shelf registration statement to raise primary capital from and after the closing of the transaction, which the company plans to expand to $1 billion following the closing in order to accumulate Bitcoin through both equity and debt offerings, to be used when accretive to common equity. The ability to raise capital under the effective shelf registration statement is a competitive advantage versus other newly formed Bitcoin treasury companies. The combined company plans to accumulate Bitcoin with a first-of-its-kind offering, allowing Bitcoin holders to contribute Bitcoin in exchange for public stock through a structure that is intended to be a tax-free Section 351 exchange – a provision of the U.S. tax code that enables appreciated assets to be contributed tax-free to a corporation in exchange for stock. Subject to market conditions and final structuring, it is currently expected that there will be no markup to the deal transaction price for participants in this exchange. This offer is expected to be open only to certain accredited investors prior to closing of the transaction. Matt Cole will lead the company as CEO and Chairman of the Board. The SAM management team also includes Ben Pham as CFO, Arshia Sarkhani, the current CEO of Asset Entities, as CMO, and Logan Beirne as CLO. Each of these leaders will serve on SAM’s board of directors. Strive Asset Management also plans to add respected Bitcoin leaders Ben Werkman, Jeff Walton, and Avik Roy as independent board directors. The combination of Strive Asset Management and Asset Entities is a strategic step to advance the foregoing strategy. Strive Enterprises, Inc., co-founded by Vivek Ramaswamy, will remain a privately held company and continue to expand its wealth management business. Before factoring in the contemplated Bitcoin-for-stock exchange and any additional financing, Strive Enterprises will own approximately 94.2 % of the public company and the legacy shareholders of Asset Entities will own the remaining 5.8%. Financings will proportionally dilute both Strive Enterprises and shareholders of Asset Entities.