UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File Number: 001-41612 ASSET ENTITIES INC. (Exact name of registrant as specified in its charter) | --- | --- | |---- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File Number: 001-41612 ASSET ENTITIES INC. | --- | --- | |---------------------------------------------------------- ...

Target Audience and Market Strategy - The company targets "Generation Z" users, who are increasingly seeking financial services despite lacking financial literacy, with a focus on video and social media education [58]. - The company launched its REALTY Discord server in May 2022 to attract a more diverse subscriber base interested in real estate alternatives [59]. - The company expects to increase sales and revenues through the expansion of its AE.360.DDM service and various Discord servers, leveraging social media campaigns and SEO strategies [60]. - The AE.360.DDM service is anticipated to grow through SEO, Facebook Ads, and targeted outreach, with an online marketing campaign initiated in February 2023 [63]. - The company faces competition from various Discord servers, including WallStreetBets with approximately 563,000 members and Eagle Investors with around 260,000 members as of March 2023 [65][66]. Company Structure and Personnel - The company has seven full-time employees and 28 independent contractors, with plans to hire up to 50 additional independent contractors for Discord-based services [74]. - The company operates under remote-first principles and maintains a good relationship with its personnel, who are not represented by labor unions [74]. - The company was formed as a general partnership on August 1, 2020, and transitioned to a California LLC on October 20, 2020, before incorporating as a Nevada corporation on March 9, 2022 [87]. - Following the merger on March 28, 2022, Asset Entities Inc. acquired the business of California LLC, with AEH holding 97.56% of the total issued shares [87]. Stock Structure and IPO - The company has a dual-class stock structure, with Class A Common Stock entitled to ten votes per share and Class B Common Stock entitled to one vote per share [90]. - Prior to the IPO, AEH controlled approximately 97.3% of the voting power with 8,385,276 shares of Class A Common Stock and 2,364,724 shares of Class B Common Stock outstanding [91]. - After the IPO, as of the report date, there are 5,275,724 shares of Class B Common Stock issued and outstanding, with non-officer stockholders owning approximately 4.3% of total voting power [91]. - The company conducted private placements of Class B Common Stock, issuing 750,000 shares at $1.00 per share for a total of $750,000 [95]. - The private placement shares were subject to lockup provisions for 365 days, which have since been fully waived [95]. - The Company raised total gross proceeds of $7,500,000 from the IPO, with net proceeds of approximately $6.6 million after deductions [99]. - The IPO shares were sold at an IPO price of $4.65, which is 93% of the public offering price of $5.00 per share [99]. - The Company granted Boustead a 45-day over-allotment option to purchase an additional 225,000 shares, representing 15% of the IPO shares [99]. - The Representative's Warrant allows Boustead to purchase 105,000 shares at an exercise price of $6.25 per share, which is 125% of the public offering price [99]. - The Company plans to use the net proceeds for corporate infrastructure, marketing, and expansion of its social influencer network, "SiN" [100]. - Approximately 78.0% of the common stock is subject to a lock-up agreement for 12 months, with other percentages locked for 9 and 6 months [105]. - The Registration Statement registered for resale a total of 1,500,000 shares of Class B Common Stock, with a maximum aggregate offering price of $8,625,000 [108]. Regulatory Environment - The company is subject to evolving laws and regulations affecting online business, including the California Consumer Privacy Act and the General Data Protection Regulation [79]. - The company may need to register as an investment adviser if it does not qualify for the "publisher's exclusion," which could impose significant regulatory burdens [86]. - If deemed an investment adviser, the company would be subject to fiduciary duties, record-keeping requirements, and administrative oversight by the SEC [86]. - The company intends to operate in a manner that avoids inadvertently becoming subject to the regulatory requirements under the Investment Advisers Act [85]. Financial Outlook - The company does not anticipate that recently issued accounting pronouncements will materially impact its financial statements [313].

As filed with the Securities and Exchange Commission on January 3, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Asset Entities Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 7372 88-1293236 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 100 Crescent Ct, 7 Floor D ...