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Asset Entities Announces S-4 Declared Effective by SEC and Shareholder Approval Vote for Merger with Strive to be Held on September 9, 2025
Prnewswire· 2025-08-25 12:00
Core Viewpoint - Asset Entities Inc. has announced that its registration statement related to the proposed merger with Strive Enterprises, Inc. has been declared effective by the SEC, paving the way for a virtual special meeting to vote on the merger proposals [1][2][8]. Merger Details - The virtual special meeting for stockholders to vote on the merger will take place on September 9, 2025, with stockholders of record as of July 21, 2025, eligible to vote [2][4]. - The Asset Entities Board has unanimously determined that the merger agreement is in the best interests of the company and its stockholders [3]. - Over 40% of the voting stockholders have committed to vote in favor of the merger, with an additional 10% needed for approval [4]. Company Structure Post-Merger - Upon completion of the merger, the combined entity will be named Strive, Inc., continuing to trade under the ticker symbol "ASST" and will focus on becoming a public Bitcoin Treasury Company [5][6]. Financial Aspects - The company anticipates receiving over $750 million in gross proceeds from a private placement financing, with an additional $750 million available through warrants, totaling over $1.5 billion in potential gross proceeds [6]. - Before considering the PIPE Financing and Exchange, Strive stockholders are expected to own approximately 94.2% of the combined company, while Asset Entities stockholders will own about 5.8% [7]. Leadership - Matt Cole, the current CEO of Strive, will lead the combined company as CEO and Chairman, while Arshia Sarkhani, President and CEO of Asset Entities, will serve as CMO and be part of the board [7]. Strategic Vision - The merger is positioned as a transformative opportunity to build one of the largest Bitcoin Treasury Companies, with a focus on aggressive Bitcoin accumulation strategies [8][11].
Strive Asset Management and Asset Entities (Nasdaq: ASST) Announce $750M Private Investment to Fund First Wave of Bitcoin Accumulation
Globenewswire· 2025-05-27 13:00
Core Viewpoint - Strive Asset Management and Asset Entities have announced a $750 million private investment in public equity (PIPE), with potential total proceeds of $1.5 billion, aimed at establishing Strive as a leading Bitcoin treasury company focused on long-term outperformance through innovative strategies [1][7]. Financing Details - The PIPE transaction is priced at $1.35 per share, representing a 121% premium to Asset Entities' closing price before the merger announcement [4]. - The financing is expected to close concurrently with the merger agreement between Strive Asset Management and Asset Entities, involving participation from leading institutional investors and Strive's management team [2][5]. Strategic Focus - Strive's approach contrasts with traditional Bitcoin treasury companies by focusing on alpha-generating strategies rather than solely on leveraged beta strategies tied to Bitcoin holdings [3][11]. - The first wave of alpha-generating strategies includes acquiring discounted biotech companies and distressed Bitcoin claims, positioning Strive to capitalize on significant market opportunities [8]. Market Positioning - The combined company will maintain no outstanding debt after the financing, enhancing its leverage capacity for future growth [7]. - Strive aims to become a market leader in purchasing structured Bitcoin credit vehicles at discounted prices, further solidifying its competitive advantage [8].
Asset Entities to Merge with Strive Asset Management to Form the First Publicly Traded Asset Management Bitcoin Treasury Company
Globenewswire· 2025-05-07 12:00
Company Overview - Asset Entities Inc. has entered into a definitive merger agreement with Strive Asset Management, resulting in a combined company that will operate under the Strive brand and become a public Bitcoin Treasury Company [2][12] - The merger aims to maximize Bitcoin exposure per share and outperform Bitcoin over the long term, focusing on maximizing value for common equity shareholders [1][3] Strategic Goals - Strive Asset Management plans to build a Bitcoin war chest in a minimally dilutive manner to common shareholders, using Bitcoin as the hurdle rate for capital deployment [3][4] - The combined company will implement proprietary strategies to fuel Bitcoin accumulation, including a unique offer of combined company equity in exchange for Bitcoin, intended to be tax-free for investors under Section 351 of the U.S. tax code [4][6] Financial Structure - The reverse merger structure will provide immediate access to an effective shelf registration statement, allowing the company to raise up to $1 billion in primary capital post-transaction to accumulate Bitcoin through equity and debt offerings [5][12] - The anticipated Bitcoin-for-stock exchange will be open only to certain accredited investors prior to the transaction's closing, with no markup expected on the deal transaction price for participants [7][12] Leadership and Management - Matt Cole will serve as CEO and Chairman of the Board, bringing extensive institutional experience as a former $70 billion fixed income portfolio manager [8][9] - The management team will include key figures from both companies, with plans to add respected Bitcoin leaders as independent board directors [9][10] Company Background - Strive Asset Management has quickly amassed approximately $2 billion in assets under management since its founding in 2022, advocating for corporate adoption of Bitcoin treasuries to maximize long-term shareholder value [11][12] - Asset Entities is recognized for its digital marketing and content delivery services, particularly within the Discord platform, and aims to leverage its strengths in community engagement to drive Bitcoin-centric financial models [10][14]