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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

_____________________________________________

FORM 10-K

~~(Mark One)~~_____________________________________________

☒x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, ~~2024~~2025

~~☐ TRANSITION REPORT PURSUANT TO SECTION 13~~ OR ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~o ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from~~TO ~~____________~~SECTION ~~to _____________~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~File~~the ~~No.~~transition ~~001-41612~~period from ______ to ______

~~ASSET~~Commission ~~ENTITIES~~file ~~INC.~~number ~~(Exact name of registrant as specified in its charter)~~001-41612

Nevada		88-1293236
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
100 Crescent Ct, 7th Floor, Dallas, TX		75201
(Address of principal executive offices)		(Zip Code)

_________________________________________________________

~~(214) 459-3117 (Registrant’s telephone number~~STRIVE, ~~including area code)~~INC.

(Exact name of Registrant as Specified in Its Charter)

_________________________________________________________


Nevada	001-41612	88-1293236
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Crescent Ct., Suite 1400, Dallas, Texas 75201
(Address of principal executive offices and zip code)

Registrant’s Telephone Number, Including Area Code: (855) 427-7360

(Former Name or Former Address, if Changed Since Last Report)

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

Title of each class

~~Trading Symbol(s)~~

~~Name of each exchange on which registered~~

TradingSymbol(s)

Name of each exchange on which registered

Class B Common Stock, $0.0001 par value per share

ASST

The NASDAQ Stock Market LLC

Class A common stock, $0.001 par value per share

ASST

The Nasdaq Stock Market LLC

Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per share

SATA

The Nasdaq Stock Market LLC

Securities registered pursuant to ~~Section~~section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐x No ☒o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐o No ☒x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒x No ☐o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒x No ☐o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, ano ~~accelerated~~Accelerated filer, ao ~~non~~Non-accelerated filer, ax ~~smaller~~Smaller reporting company, orx ~~emerging~~Emerging growth company~~. See~~ ~~the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.~~x

~~Large~~ ~~accelerated~~an ~~filer~~emerging ☐growth ~~Accelerated~~company, ~~filer~~indicate ☐by ~~Non-accelerated~~check ~~filer~~mark ☒if ~~Smaller~~the ~~reporting~~registrant ~~company~~has ☒elected ~~Emerging~~not ~~growth~~to ~~company~~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. o

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether the registrant has ~~elected~~filed ~~not~~a toreport ~~use~~on ~~the~~and ~~extended~~attestation ~~transition~~to ~~period~~its ~~for~~management’s ~~complying~~assessment ~~with~~of ~~any~~the ~~new~~effectiveness orof ~~revised~~its ~~financial~~internal ~~accounting standards~~control ~~provided~~over ~~pursuant~~financial toreporting under Section 13404(ab) of the ~~Exchange~~Sarbanes-Oxley Act (15 U.S.C. ☐7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

~~Indicate~~If bysecurities ~~check~~are ~~mark~~registered ~~whether~~pursuant ~~the registrant has filed a report on and attestation~~ to ~~its~~Section ~~management’s~~12(b) ~~assessment~~ of the ~~effectiveness~~Act, ofindicate ~~its~~by ~~internal~~check ~~control over~~mark ~~financial~~whether ~~reporting~~the ~~under~~financial ~~Section~~statements ~~404(b)~~ of the ~~Sarbanes-Oxley~~registrant ~~Act~~included byin the ~~registered~~filing ~~public~~reflect ~~accounting~~the ~~firm~~correction ~~that~~of ~~prepared~~an ~~or issued~~error ~~its~~to ~~audit~~previously ~~report~~issued financial statements. ☐o

IfIndicate ~~securities~~by ~~are~~check ~~registered~~mark ~~pursuant~~whether toany ~~Section 12(b)~~ of ~~the~~those ~~Act,~~error ~~indicate~~corrections byare ~~check~~restatements ~~mark~~that ~~whether~~required ~~the~~a ~~financial~~recovery ~~statements~~analysis of ~~the~~incentive-based ~~registrant~~compensation ~~included~~received inby any of the ~~filing~~registrant’s ~~reflect~~executive ~~the~~officers ~~correction of~~during anthe ~~error~~relevant torecovery ~~previously~~period ~~issued~~pursuant ~~financial~~to ~~statements~~§240.10D-1(b). ☐o

Indicate by check mark whether ~~any~~the ofregistrant ~~those~~is ~~error corrections~~a ~~are~~shell ~~restatements~~company ~~that~~(as ~~required~~defined ain ~~recovery~~Rule ~~analysis of incentive~~12b-~~based~~2 ~~compensation received by any~~ of the ~~registrant’s executive~~Act). ~~officers~~Yes ~~during~~o ~~the~~No ~~relevant recovery period pursuant to §240.10D-1(b). ☐~~x

~~Indicate~~As byof ~~check~~June 30, ~~mark~~2025, ~~whether~~the ~~registrant~~aggregate ~~is a~~market ~~shell~~value ~~company~~of ~~(as~~the ~~defined~~voting inand ~~Rule~~non-voting ~~12b~~common equity held by non-2affiliates of the ~~Act).~~registrant ~~Yes~~(based ☐on Nothe ☒last reported sales price of the registrant's Class A common stock on June 30, 2025 on The Nasdaq Stock Market LLC) was approximately $56,784,578.

As of ~~June 28~~March 17, ~~2024 (the last business day of the registrant’s most recently completed second fiscal quarter)~~2026, the ~~aggregate market value of the~~ registrant’s ~~shares~~had ~~of Class B Common Stock~~59, ~~$0.0001 par value per share (“Class B Common Stock”)~~286,628 ~~held~~and ~~by non-affiliates (based upon the closing price of such shares as reported on The Nasdaq Stock Market LLC) was $2~~9,~~288~~872,~~866.66.~~157 ~~Shares~~shares ~~held~~of byClass ~~each~~A ~~executive~~common ~~officer~~stock and ~~director and by each person who owned more than 10% of the outstanding shares of~~ Class B ~~Common~~common ~~Stock~~stock ~~have~~outstanding, ~~been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant~~respectively. ~~This determination of affiliate status is not necessarily a conclusive determination for other purposes.~~

AsDocuments ofincorporated ~~March~~by ~~25,~~reference: ~~2025, there were a total of 1,000,000 shares of the registrant’s Class A Common Stock, $0~~None.~~0001 par value per share, outstanding and 13,413,162 shares of the registrant’s Class B Common Stock outstanding.~~

~~DOCUMENTS~~STRIVE, ~~INCORPORATED BY REFERENCE~~INC.

~~None.~~FORM 10-K

Asset Entities Inc.

Annual Report on Form 10-K

Year Ended December 31, 2024

TABLE OF CONTENTS

PART I
				Page
Item 1.	Business.	1
Part I
Item 1A.	Risk Factors.	16
Item 1.			Business	5
Item 1B.	Unresolved Staff Comments.	34
Item 1A.			Risk Factors	12
Item 1C.	Cybersecurity.	34
Item 1B.			Unresolved Staff Comments	46
Item 2.	Properties.	36
Item 1C.			Cybersecurity	46
Item 3.	Legal Proceedings.	36
Item 2.			Properties	47
Item 4.	Mine Safety Disclosures.	36
Item 3.			Legal Proceedings	47
PART II
Item 4.			Mine Safety Disclosures	48
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	37
Part II
Item 6.	[Reserved]	39
Item 5.			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	49
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	39
Item 6.			[Reserved]	50
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	56
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
Item 8.	Financial Statements and Supplementary Data.	56
Item 7A.			Quantitative and Qualitative Disclosures about Market Risk	60
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	57
Item 8.			Consolidated Financial Statements and Supplementary Data	61
Item 9A.	Controls and Procedures.	57
Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	61
Item 9B.	Other Information.	58
Item 9A.			Controls and Procedures	61
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	59
Item 9B.			Other Information	61
PART III
Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	61
Item 10.	Directors, Executive Officers and Corporate Governance.	60
Part III
Item 11.	Executive Compensation.	64
Item 10.			Directors, Executive Officers and Corporate Governance	62
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	73
Item 11.			Executive Compensation	68
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	75
Item 12.			Security and Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	76
Item 14.	Principal Accountant Fees and Services.	79
Item 13.			Certain Relationships and Related Transactions, and Director Independence	76
PART IV
Item 14.			Principal Accountant Fees and Services	77
Item 15.	Exhibit and Financial Statement Schedules.	81
Part IV
Item 16.	Form 10-K Summary.	84
Item 15.			Exhibits and Financial Statement Schedules	78
Signatures		85
Item 16.			Form 10-K Summary	78
			Signatures	109

iUnless the context otherwise indicates, throughout this Annual Report, we refer to Strive, Inc. and its consolidated subsidiaries, as “Strive,” the “Company,” “we,” “us” and “our.”

~~INTRODUCTORY~~FORWARD-LOOKING ~~NOTES~~STATEMENTS

~~Use~~This Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) contains “forward-looking statements” within the meaning of ~~Terms~~the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. For this purpose, any statements contained herein that are not statements of historical fact, including, without limitation, certain statements under “Item 1. Business,” “Item 1A. Risk Factors,” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and located elsewhere herein concerning our future financial condition, business strategies and plans and objectives of management for future operations and other information, may be forward-looking statements. Without limiting the foregoing, such statements are often characterized by the use of qualified words (and their derivatives) such as “may,”

Except as otherwise indicated by the context and for the purposes of this Annual Report on Form 10-K (this “Annual Report”) only, references in this Annual Report to “we,” “us,” “our,” the “Company,” “Asset Entities,” and “our company” are to Asset Entities Inc., a Nevada corporation. “Class A Common Stock” refers to the Company’s Class A Common Stock, $0.0001 par value per share. “Class B Common Stock” refers to the Company’s Class B Common Stock, $0.0001 par value per share. “Series A Preferred Stock” refers to the Company’s Series A Convertible Preferred Stock, $0.0001 par value per share. Unless otherwise noted, the share and per share information in this report have been adjusted to give effect to the one-for-five (1-for-5) reverse stock split of the authorized and issued and outstanding Class A Common Stock and the authorized and issued and outstanding Class B Common Stock, which became effective as of 5:00 p.m. Eastern Time on July 1, 2024.

~~Note~~“will,” ~~Regarding~~“anticipate,” ~~Trademarks~~“could, ~~Trade~~” ~~Names~~“should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project,” “predict,” “potential,” “assume,” “forecast,” “target,” “budget,” “outlook,” “trend,” “guidance,” “objective,” “goal,” “strategy,” “opportunity,” and ~~Service~~“intend,” ~~Marks~~as well as words of similar meaning or other statements concerning opinions or judgment of the Company or its management about future events. Forward-looking statements are not historical facts, and are based on assumptions as of the time they are made and are subject to risks, uncertainties and other important factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

We use various trademarks, trade names and service marks in our business, including “AE 360 DDM”, “Asset Entities Where Assets Are Created”, “SiN”, “Social Influencer Network”, Ternary D, OptionsSwing, and associated marks. For convenience, we may not include •the ~~SM,~~outcome ~~® or ™ symbols,~~of ~~but~~any ~~such~~legal ~~omission~~proceedings ~~is not meant to indicate~~ that wemay ~~would~~be ~~not~~instituted ~~protect~~against ~~our~~Strive ~~intellectual property rights to the fullest extent allowed by law. Any other trademarks, trade names~~ or ~~service~~its ~~marks referred to in this Annual Report are the property of their respective owners.~~subsidiaries;

~~Note~~•the ~~Regarding~~possibility ~~Industry~~that the anticipated benefits of the merger transactions with Asset Entities, Inc. (the “Asset Entities Merger”) or Semler Scientific, Inc. ("Semler" or "Semler Scientific") (the “Semler Scientific Merger” and ~~Market~~together ~~Data~~with the Asset Entities Merger, the “Mergers”) are not realized when expected or at all, including as a result of changes in, or problems arising from, implementation of bitcoin treasury strategies and risks associated with bitcoin and other digital assets, general economic and market conditions, interest and exchange rates, monetary policy, and laws and regulations and their enforcement;

~~We are responsible for~~ •the ~~information~~diversion ~~contained in~~of this Annual Report. This report includes industry data and forecasts that we obtained from industry publications and surveys as well as public filings and internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. Statements as to our ranking, market position and market estimates are based on third-party forecasts, management’s ~~estimates~~attention and assumptions about our markets and our internal research. We have not independently verified such third-party information, nor have we ascertained the underlying economic assumptions relied upon in those sources. While we believe that all such information contained in this Annual Report is accurate and complete, nonetheless such data involve uncertainties and risks, including risks from ~~errors,~~ongoing ~~and~~business isoperations ~~subject to change based on various factors, including those discussed under Item 1A. “Risk Factors”~~ and ~~“Cautionary Note Regarding Forward-Looking Statements” below.~~opportunities;

~~Cautionary~~•dilution ~~Note~~caused ~~Regarding~~by ~~Forward-Looking~~Strive’s ~~Statements~~issuance of additional shares of its Class A common stock or Variable Rate Series A Perpetual Preferred Stock ("SATA Stock");

~~This~~•potential ~~report~~adverse ~~contains~~reactions ~~forward-looking~~of ~~statements that are based on our management~~Strive’s ~~beliefs~~clients and ~~assumptions~~customers ~~and~~or onchanges ~~information currently available~~ to ~~us.~~business ~~All statements other than statements of historical facts are forward-looking statements. These statements relate to future events~~ or toemployee ~~our future financial performance and involve known and unknown risks~~relationships, ~~uncertainties~~including ~~and~~those ~~other~~resulting ~~factors that may cause our actual results, levels of activity, performance or achievements to be materially different~~ from ~~any~~the ~~future~~completion ~~results, levels~~ of ~~activity,~~the ~~performance~~merger ortransaction; ~~achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:~~and

●•other ~~our~~factors ~~ability~~that tomay ~~introduce~~affect ~~new~~future ~~products~~results ~~and~~of ~~services;~~Strive.

●We ~~our~~caution ~~ability~~you that the foregoing list of important factors may not contain all of the material factors that are important to ~~obtain~~you. ~~additional~~Although ~~funding~~the Company believes that its expectations with respect to ~~develop~~forward-looking ~~additional~~statements ~~services~~are based upon reasonable assumptions within the bounds of its existing knowledge of its business and ~~offerings;~~operations, there can be no assurance that actual results of the Company will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described in “Item 1A. Risk Factors” of this Annual Report. The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company. Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained in this Annual Report speak only as of the date hereof, and the Company undertakes no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

~~● compliance with obligations under intellectual property licenses with third parties;~~2

● market acceptance of our new offerings;

● competition from existing online offerings or new offerings that may emerge;

● our ability to establish or maintain collaborations, licensing or other arrangements;

● our ability and third parties’ abilities to protect intellectual property rights;

● our ability to adequately support future growth;

● our goals and strategies;

● our future business development, financial condition and results of operations;

● expected changes in our revenue, costs or expenditures;

● growth of and competition trends in our industry;

● the accuracy and completeness of the data underlying our or third-party sources’ industry and market analyses and projections;

● our expectations regarding demand for, and market acceptance of, our services;

● our expectations regarding our relationships with investors, institutional funding partners and other parties with whom we collaborate;

● fluctuations in general economic and business conditions in the markets in which we operate; and

● relevant government policies and regulations relating to our industry.

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A. “Risk Factors” and elsewhere in this Annual Report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

The forward-looking statements made in this Annual Report relate only to events or information as of the date on which the statements are made in this Annual Report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Summary of Risk Factors

The following is a summary of material risks that could affect our business. This summary may not contain all of our material risks, and it is qualified in its entirety by the more detailed risk factors set forth under “Item 1A. Risk Factors”.

●•Our ~~We have a~~ limited operating history, ~~which~~and ~~may~~recently launched bitcoin treasury strategy make it difficult to evaluate our business and prospects.

●•We ~~The~~have ~~Company~~a history of operating losses and may ~~experience~~need ~~negative~~to ~~cash~~raise ~~flow~~additional capital, which might not be available on favorable terms or at all.

●•Our ~~The~~assets ~~Company~~are ~~may~~concentrated ~~need~~in tobitcoin, ~~raise~~a ~~additional~~novel ~~capital~~and highly volatile asset, which does not pay interest or dividends and is less liquid than cash, declines in market value or adverse developments in the digital asset industry, such as counterparty risks and adverse legal, commercial, regulatory and technical developments, and could harm our business and impair our ability to ~~support~~satisfy ~~its~~financial ~~operations~~obligations.

●•We ~~The~~have ~~Company~~an ~~may~~evolving ~~incur~~business ~~significant~~model ~~losses,~~ and ~~there~~strategy; ~~can~~our bebitcoin nostrategy ~~assurance~~has ~~that~~not ~~the~~been ~~Company~~tested ~~will~~over ~~ever~~a ~~become~~significant aperiod ~~profitable~~or ~~business~~under varying market conditions.

● •The ~~Company’s~~availability ~~future~~of ~~revenue~~spot ~~and~~ETPs ~~operating~~for ~~results~~bitcoin ~~are~~may ~~unpredictable~~adversely ~~and~~affect ~~may~~the ~~fluctuate~~market ~~significantly~~price of our listed securities.

●•Our Ifproposed weinvestments ~~are~~in ~~unable~~junior totranches ~~maintain~~of ~~our~~bitcoin-backed ~~good~~credit ~~standing~~structures ~~with~~involve ~~the~~heightened ~~social media platforms where we operate, our business will suffer~~risk.

~~iii~~•Failure to effectively manage our growth could place strains on our managerial, operational and financial resources and could adversely affect its business and operating results.

● •The ~~regulation~~complexity of ~~social~~the ~~media~~accounting ~~services~~rules applicable to our business, combined with limited interpretive guidance, could make financial reporting more difficult and increase the ~~ban~~risk ofthat ~~TikTok~~we infail ~~the~~to ~~United~~maintain ~~States~~effective ininternal ~~particular,~~control ~~may~~over ~~threaten~~financial ~~our~~reporting, ~~ability~~which tocould ~~market~~result ~~and~~in ~~promote~~material misstatements in our ~~services~~financial ~~effectively~~statements.

●•Security ~~Risks~~breaches ~~relating~~or tocyberattacks ~~the~~against ~~blockchain,~~us ~~cryptocurrencies~~or our third-party service providers, ~~and~~or ~~NFT~~loss ~~industries~~or ~~may~~destruction ~~cause~~of ~~material~~our ~~adverse~~private ~~effects~~keys oncould result in the loss of some or all of our ~~business~~bitcoin and materially adversely affect our financial condition and results of operations.

●•A Ifsignificant ~~demand~~decrease ~~for~~in ~~our~~the ~~services~~market ~~does~~value ~~not~~of ~~develop~~our asbitcoin ~~expected,~~holdings ~~our~~could ~~projected~~adversely ~~revenues~~affect ~~and~~our ~~profits~~ability ~~will~~to besatisfy ~~affected~~any financial obligations.

●•If ~~The~~we ~~Company~~are ~~will~~unable beto ~~subject~~recruit toor ~~risk~~retain ~~associated~~skilled ~~with~~personnel, or if we lose the ~~development~~services of ~~new~~Matthew ~~products~~Cole, orour ~~services~~business, operating results, and financial condition could be materially adversely affected.

●•Our ~~The~~bitcoin ~~Company~~treasury ~~may~~business is not besubject ~~able~~ to ~~create and maintain a competitive advantage, given~~ the ~~rapid~~regulatory ~~technological~~framework ~~and~~that ~~other~~applies ~~competitive changes affecting all markets nationally and worldwide. The Company’s success will depend on its ability~~ to ~~keep~~investment ~~pace~~companies ~~with~~or ~~any such changes~~advisers.

●•We ~~The~~are ~~technology~~an ~~area~~“emerging isgrowth ~~subject~~company” tounder ~~rapid~~the ~~change,~~JOBS Act and ~~there~~ are ~~risks~~able ~~associated~~to ~~with~~avail ~~new~~ourselves ~~products~~of ~~and~~reduced ~~services~~disclosure requirements applicable to emerging growth companies.

●•We Ifmay ~~our~~fail ~~paying~~to ~~subscribers~~successfully ~~are~~combine ~~not~~the ~~satisfied~~businesses ~~with~~of ~~our~~Strive ~~Discord~~and ~~subscription~~Semler ~~services~~Scientific, wewhich may ~~face~~have ~~additional~~liabilities ~~cost,~~not ~~loss~~known ~~of profit opportunities, damage~~ to ~~our reputation, or legal liability~~us.

●•We ~~Our services~~ are ~~based in~~ a ~~new~~“controlled company,” and ~~unproved~~insiders ~~market~~have ~~and~~influence ~~are~~over ~~subject~~us toand ~~the~~could ~~risks~~limit ofyour ~~failure~~ability ~~inherent~~to ininfluence the ~~development~~outcome of ~~new~~key ~~products and services~~transactions.

●•Substantial ~~Our~~sales ~~business~~or ~~depends~~dilution onof aour ~~strong~~common ~~brand,~~stock ~~and~~could ifdilute westockholders ~~are~~and ~~not~~significantly ~~able~~reduce tothe ~~maintain~~market ~~and enhance our brand~~price, ~~our~~even ~~ability~~if ~~to expand~~ our ~~customer base will be impaired and our~~ business ~~and~~is ~~operating~~performing ~~results will be harmed~~well.

●•We ~~The~~may ~~social~~not ~~media,~~pay ~~education,~~any ~~and~~cash ~~community-based~~dividends ~~platform~~on ~~sectors~~our ~~are~~common ~~subject~~stock toin ~~rapid~~the ~~technological~~foreseeable ~~change~~future. ~~and~~Accordingly, stockholders need to ~~compete,~~be weprepared ~~must~~to ~~continually~~rely ~~evolve~~on ~~and~~capital ~~upgrade~~appreciation, ~~the~~if ~~user~~any, ~~experience~~for toany ~~enhance~~return ~~our~~on ~~business~~their investment.

● •The ~~Company~~accounting ~~operates~~method infor aour ~~highly~~SATA ~~competitive~~Stock ~~industry~~may ~~and~~result ~~there~~in ~~can~~lower bereported nonet ~~assurance~~earnings ~~that~~attributable ~~the~~to ~~Company~~common ~~will~~stockholders beand ~~able~~lower toreported ~~compete~~diluted ~~successfully~~earnings per share.

●•Case Welaw ~~are~~in ~~dependent~~Nevada onmay ~~the~~be ~~continued~~less ~~services~~likely ~~and~~to ~~performance~~provide ofguidance ~~our~~for ~~senior~~specific ~~management~~fact ~~and~~scenarios ~~other~~than ~~key~~in ~~employees, the loss of any of whom could adversely affect our business, operating results and financial condition~~Delaware.

●•Our Ifdirectors ~~our~~and ~~co-founders~~officers ~~were~~are toprotected ~~experience~~from aliability ~~loss~~for toa ~~their~~broad ~~social~~range ~~media~~of ~~followings, it could adversely affect our business, operating results and financial condition~~actions.

● •Our ~~business~~governing ~~depends~~documents onprovide ~~our~~that ~~ability~~the toEighth ~~attract~~Judicial District Court of Clark County, Nevada is the sole and ~~retain~~exclusive ~~talented~~forum ~~qualified~~for ~~employees~~substantially orall ~~key~~disputes ~~personnel~~between us and our stockholders.

●•Our Wegoverning ~~may~~documents ~~not~~and beNevada ~~able~~law toor ~~manage~~terms ~~future~~of ~~growth~~our ~~effectively~~SATA Stock could discourage takeover attempts and other corporate governance changes.

●•Failure Weto ~~may~~successfully ~~have~~implement ~~difficulty scaling and adapting~~ our ~~existing~~healthcare ~~infrastructure~~solutions tostrategy ~~accommodate~~may aadversely ~~larger~~affect ~~customer~~business ~~base,~~and ~~technology advances or customer requirements~~operations.

●•Our Iflimited ~~the~~number ~~Company~~of ~~fails~~FDA-cleared testing products and related services, which will need to ~~develop~~generate significant revenues to regain profitability, may not achieve broad market acceptance or ~~protect~~be ~~its~~commercially ~~intellectual~~successful, ~~property~~including ~~adequately~~as a result of inadequate coverage or reimbursement for QuantaFlo, ~~the~~and ~~Company’s~~our efforts to grow our healthcare business ~~could~~may ~~suffer~~not be successful.

~~● The Company’s products, services or processes could be subject to claims of infringement of the intellectual property of others.~~3

● •We ~~may~~do ~~experience~~not ~~disruption~~require to our ~~servers~~healthcare orcustomers ~~our~~to ~~software~~enter ~~which~~into ~~could~~long-term ~~cause~~licenses usor tomaintenance ~~lose customers~~contracts.

●•Insufficient Ainsurance ~~failure~~coverage orfor ~~breach~~significant ofproduct ~~our~~liability ~~security~~risks ~~systems or infrastructure as a result of cyberattacks could disrupt our business, result~~ in the ~~disclosure~~healthcare orindustry ~~misuse~~could ofsignificantly ~~confidential or proprietary information, damage our reputation,~~ increase our costs ~~and cause losses~~.

●•Our ~~Certain~~healthcare ~~stockholders~~business ~~have~~is ~~substantial~~subject ~~influence~~to ~~over~~changing ~~our~~laws ~~company~~and regulations including the Health Care Reform Law, ~~and~~including ~~their~~those ~~interests~~governing ~~may~~medical ~~not~~devices, bepatient ~~aligned~~data, ~~with~~as well as potential disruptions at the ~~interests~~FDA ofand other ~~stockholders~~government agencies.

iv•If we are found to have improperly promoted our products for off-label uses, we may become subject to significant fines and other liability.

●•We ~~Current~~are ~~market~~subject ~~conditions~~to healthcare fraud and ~~recessionary~~abuse ~~pressures~~laws, recently entered into a settlement agreement with DOJ in ~~one~~a orqui ~~more~~tam ofaction under the ~~Company’s~~False ~~markets~~Claims ~~could~~Act, ~~impact~~and ~~the~~are ~~Company’s~~consequently ~~ability~~subject to ~~grow~~additional ~~its~~litigation ~~business~~and risk.

●•Our Wehealthcare ~~may~~business ~~incur~~depends ~~liability~~on asour aability ~~result~~to ofobtain, ~~information~~maintain ~~retrieved~~and ~~from~~protect ~~or transmitted over~~ the ~~Internet~~proprietary orinformation ~~published using~~ our ~~services~~product oris ~~services~~based ~~of social media platforms~~on, orincluding astrade ~~a result of claims related to our services or services of social media platforms~~secrets, and ~~legislation~~failure ~~regulating content on social media platforms may require us~~ to ~~change~~do ~~our~~so ~~services~~could orharm ~~business practices and may adversely affect~~ our business and ~~financial~~competitive ~~results~~position.

● •We ~~are~~may ~~not~~need ~~currently~~to ~~registered~~license asintellectual anproperty ~~investment~~from ~~adviser~~third ~~and if we should have registered as an investment adviser~~parties, ~~our~~which ~~failure~~may tonot dobe soavailable ~~could~~on ~~subject~~commercially usreasonable toterms ~~civil and/~~or ~~criminal~~at ~~penalties~~all.

● •We ~~will~~may ~~face~~be ~~growing~~subject ~~regulatory~~to ~~and~~claims ~~compliance~~by ~~requirements~~third ~~which~~parties ~~can~~asserting bethat ~~costly~~our ~~and~~employees ~~time-consuming~~or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property.

●•Our ~~Failure~~SATA toStock ~~comply~~is ~~with~~junior ~~data~~to ~~privacy~~our existing and ~~security~~future ~~laws~~indebtedness, ~~and~~structurally ~~regulations~~junior ~~could~~to ~~adversely~~the ~~affect~~liabilities of our ~~operating~~subsidiaries ~~results~~and subject to the rights and ~~business~~preferences of our other preferred stock then outstanding.

●•Reducing ~~Our~~the ~~business~~regular dividend rate could because ~~negatively~~SATA ~~impacted~~Stock byto ~~changes~~accumulate individends at rates below those of otherwise comparable instruments and decrease the ~~U.S.~~trading ~~political~~price ~~environment~~of SATA Stock, and otherwise harm investors.

●•We ~~Our~~may ~~business~~not ~~depends~~have onsufficient ~~our~~funds ~~customers’~~or ~~continued~~choose ~~and~~not ~~unimpeded access~~ to ~~the~~pay ~~Internet~~dividends ~~and~~in ~~the~~cash ~~development~~on ~~and~~our ~~maintenance~~SATA ~~of Internet infrastructure~~Stock. ~~Internet~~In ~~access providers may be able to block~~addition, ~~degrade~~regulatory orand ~~charge~~contractual ~~for~~restrictions ~~access~~may toprevent ~~certain~~us offrom ~~our~~declaring ~~services,~~or ~~which~~paying ~~could lead to additional expenses and the loss of customers~~dividends.

●•We ~~Our~~have ~~business~~not ~~could~~entered beinto ~~affected~~an byescrow ~~new~~or ~~governmental~~other ~~regulations~~similar ~~regarding~~arrangement to manage the ~~Internet~~distribution of dividends of our SATA Stock, including dividends from the Dividend Payment Account.

●•Our ~~The~~SATA ~~requirements~~Stock ofhas ~~being~~only alimited ~~public~~voting ~~company may strain our resources~~rights.

●•Without ~~Climate~~the ~~change~~consent ~~and~~of ~~increased~~any ~~focus~~holder byof ~~governmental~~our ~~organizations~~SATA onStock ~~sustainability~~or ~~issues,~~Class ~~including~~A ~~those~~Common ~~related~~Stock, towe ~~climate~~may ~~change,~~issue ~~may~~preferred ~~have~~stock ain ~~material~~the ~~adverse~~future ~~effect~~that onranks ~~our~~equally ~~business~~with ~~and~~our ~~operations~~SATA Stock.

●•The IfDividend wePayment ~~fail~~Account tocould ~~maintain~~be ansubject ~~effective system of disclosure controls and internal control over financial reporting, our ability~~ to ~~produce~~the ~~timely~~claims ~~and~~of ~~accurate financial statements or comply with applicable regulations could be impaired~~creditors.

● •The ~~structure~~condition of ~~our common stock has~~ the ~~effect~~financial ofmarkets, ~~concentrating~~prevailing ~~voting~~interest ~~control~~rates ~~with certain Asset Entities officers~~ and ~~directors;~~other ~~this~~factors ~~will~~could ~~limit~~significantly oraffect ~~preclude your ability to influence corporate matters. It may also limit~~ the trading price ~~and liquidity~~ of our ~~common~~SATA ~~stock due to its ineligibility for inclusion in certain stock market indices~~Stock.

v•Future sales, or the perception of future sales, of our Class A Common Stock, our debt instruments, our SATA Stock, or other securities could depress the trading price of our listed securities.

•We may not achieve, or may abandon, our current intention of adjusting the regular dividend rate on our SATA Stock as we believe would be designed to cause the SATA Stock to trade at prices, or otherwise have a value, within its targeted long-term trading range.

•Holders of our SATA Stock may be treated as receiving deemed distributions, and consequently may be subject to tax with respect to our SATA Stock.

•Holders of our SATA Stock may not be entitled to the dividends-received deduction or preferential tax rates applicable to qualified dividend income.

•The tax rules applicable to “fast-pay stock” could result in adverse consequences to holders of our SATA Stock.

•A future SATA issuance could have an adverse tax profile, which could subject holders of our previously issued SATA Stock to adverse consequences.

•Your investment in the SATA Stock may be harmed if we redeem the SATA Stock.

•Holding SATA Stock does not, in itself, confer any rights with respect to our Class A Common Stock.

•Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to additional risks and impair our ability to satisfy our obligations under our debt instruments when they come due.

PART I

~~ITEM~~Item 1. ~~BUSINESS.~~Business

Overview

~~Asset~~Strive ~~Entities~~ is a ~~technology~~structured finance company ~~providing~~ ~~social~~and ~~media~~institutional ~~marketing~~asset ~~and~~manager ~~content~~focused ~~delivery~~on ~~services~~disciplined ~~across~~capital ~~Discord,~~allocation ~~TikTok,~~ and ~~other~~long ~~social~~term ~~media~~value ~~platforms~~creation. We ~~also~~have ~~design, develop~~strategically ~~and~~adopted ~~manage~~bitcoin ~~servers~~as ~~for communities on Discord. Based on the growth of~~ our ~~Discord~~hurdle ~~servers~~rate ~~and~~for ~~social~~capital ~~media~~deployment ~~following,~~because ~~we have developed three categories~~ of ~~services: (1)~~ our ~~Discord~~fiduciary ~~investment~~duty ~~education~~to ~~and~~maximize ~~entertainment~~long-term ~~services,~~value ~~(2)~~for ~~social media and marketing services~~stockholders, and ~~(3)~~compounding ~~our~~purchasing ~~“AE.360.DDM”~~power ~~brand~~over ~~services~~time. WeRelative ~~also~~to ~~offer~~a ~~Ternary~~traditional ~~v2,~~depreciating ~~a cloud~~fiat-~~based~~denominated ~~subscription~~benchmark, ~~management~~implementing ~~and~~a ~~payment processing~~bitcoin ~~solution~~hurdle ~~for~~rate ~~Discord~~establishes ~~communities, which includes~~ a ~~suite~~higher level of ~~customer~~accountability ~~relations management tools~~ and ~~Stripe-verified~~strategic ~~payment processing.~~investment ~~All~~discipline, ofsince our ~~services~~decisions are ~~based~~measured onagainst ~~our~~an ~~effective~~asset ~~use~~we ofbelieve ~~Discord~~will asappreciate ~~well~~over ~~as other social media including TikTok, X, Instagram, and YouTube~~time.

Strive’s operating business generates stockholder value through disciplined balance sheet management and the growth of our bitcoin holdings. Our ~~Background~~SATA Stock exemplifies this approach, a publicly traded security that aims to provide investors with consistent cash flows and minimal volatility, while enabling Strive to capture the spread between SATA Stock’s financing cost and the potential long term return of bitcoin.

InBeyond ~~2020,~~balance ~~Mr.~~sheet ~~Arshia Sarkhani~~strategy, ~~our~~Strive ~~Chief Executive~~is ~~Officer~~focused ~~and President, and Mr. Kyle Fairbanks, our Executive Vice-Chairman and Chief Marketing Officer, had been actively investing and developing social influencer followings~~ on ~~their~~advancing ~~own~~innovation ~~when~~within ~~they had a vision: Bring Wall Street trading education and entertainment to~~ the ~~Generation~~capital Zmarkets ~~masses~~by ~~through~~modernizing ~~social~~established ~~media~~financing ~~through the community-based platform known as Discord~~structures. ~~Mr.~~The ~~Sarkhani~~Company ~~and~~has ~~Mr.~~developed ~~Fairbanks sensed~~our ~~that~~SATA ~~social~~Stock, ~~media~~our ~~could~~perpetual ~~empower~~preferred ~~retail~~equity ~~investors~~instrument, asthat ~~later~~incorporates ~~demonstrated~~an in at‑the‑market ~~extreme~~(“ATM”) byprogram, ~~recent~~creating ~~developments~~a ~~such~~flexible asand ~~the~~continuous ~~GameStop meme~~capital ~~stock~~formation ~~phenomenon~~mechanism. ~~Based~~This onapproach ~~their~~transforms ~~vision~~a ~~and~~historically ~~personal~~static ~~investing~~capital ~~experience,~~structure ~~Mr.~~into ~~Sarkhani~~a dynamic and ~~Mr.~~adaptive ~~Fairbanks~~capital ~~founded~~funding ~~our~~platform. ~~company~~Through ~~with fellow~~these ~~investors~~innovations, ~~and~~Strive ~~social~~seeks ~~influencers~~to ~~Jackson~~combine ~~Fairbanks,~~legacy ~~our~~market ~~Director~~frameworks ofwith ~~Socials,~~modern ~~and Arman Sarkhani~~assets, ~~our~~positioning ~~Chief~~the ~~Operating~~Company ~~Officer.~~at ~~Our company~~the ~~initially~~intersection ~~focused~~of oninstitutional ~~providing~~finance ~~social media~~ and ~~marketing~~a ~~campaigns~~bitcoin‑based ~~and~~reserve ~~consulting services for clients~~strategy.

ByFollowing ~~October 2020, we had determined that~~ the ~~social~~completion ~~media~~of ~~platform~~Strive ~~Discord~~Enterprises, ~~which focuses on users~~Inc.’s ~~shared~~reverse ~~interests~~acquisition ~~and~~of ~~features~~Asset ~~premium~~Entities ~~content~~Inc. ~~instead~~on ofSeptember ~~advertisements~~12, ~~would~~ be2025, ~~the~~Strive ~~most~~began ~~effective~~operating ~~forum~~as ~~for~~a ~~our~~publicly ~~vision.~~traded Wecompany ~~formed~~and abegan ~~stock~~deploying ~~investing~~capital ~~education~~to ~~and~~execute ~~entertainment~~on ~~Discord~~its ~~server~~bitcoin treasury strategy, ~~with~~becoming the ~~server name~~first ~~“STOCKS”~~U.S. ~~Subsequently,~~publicly intraded ~~2021,~~bitcoin wetreasury ~~formed~~asset ~~similar~~management ~~servers~~firm. ~~focusing~~As onof ~~cryptocurrencies and nonfungible tokens~~December 31, ~~or NFTs~~2025, ~~with~~ the ~~server~~Company ~~names~~managed ~~“CRYPTOS”~~over ~~and “NFTS”, respectively~~$2.4 Webillion ~~also launched a real estate Discord server~~ in ~~May 2022,~~assets ~~with~~under ~~the~~management ~~server name~~ (“~~REALTY~~AUM”,). toThese activities provide ~~similar~~recurring, ~~content~~fee-based onrevenue ~~various~~streams ~~aspects~~which ofincrease ~~residential~~with ~~and commercial real estate investing~~AUM. WeBeginning ~~believe~~in itfiscal isyear ~~significant~~2026, ~~and shows the pioneering vision of our founders, that~~ we ~~were~~plan ~~able~~ to ~~obtain~~operate ~~the~~our ~~Discord~~asset-management ~~domain names~~segment ofwithin ~~“STOCKS”,~~a ~~“CRYPTOS”,~~single-digit-million ~~“NFTS”,~~dollar ~~and~~operating ~~“REALTY”~~loss ~~for~~to ~~their~~single-digit-million ~~four~~dollar ~~main~~operating ~~Discord~~profit ~~communities~~range. ~~We believe that each of these servers is one of the first of its kind on Discord.~~

AsOn ofSeptember ~~December~~22, 312025, ~~2024~~Strive, weInc. ~~had~~entered ~~launched or~~into ~~acquired~~that acertain ~~total~~Agreement and Plan of ~~ten~~Merger ~~Discord~~(the ~~servers~~"Semler Scientific Merger Agreement") with Semler Scientific. On January 16, ~~and~~2026, ~~our~~pursuant ~~Discord~~to ~~servers~~the ~~had~~Semler ~~approximately~~Scientific ~~206~~Merger Agreement,~~899~~ ~~members~~Strive ~~combined~~Merger Sub, Inc., Wea ~~plan~~wholly toowned ~~launch~~subsidiary orof ~~acquire servers~~Strive merged with ~~other~~and ~~popular~~into ~~investment~~Semler ~~themes~~Scientific, inwith Semler Scientific continuing as the ~~future~~surviving corporation and a wholly owned subsidiary of Strive. Through the ~~consistent~~acquisition ~~release~~ of ~~relevant~~Semler ~~content~~Scientific, ~~cross-marketing,~~Strive ~~strategic subscription~~acquired ~~pricing~~Semler Scientific's existing bitcoin reserve as well as Semler Scientific's operating business, which develops and ~~strategic~~markets ~~acquisitions,~~technology weproducts ~~anticipate~~and services that ~~our~~assist ~~various~~customers ~~Discord~~in ~~communities~~evaluating ~~will~~and ~~continue~~treating tochronic ~~grow~~diseases.

Our ~~record~~Bitcoin of growth on Discord has also depended and will continue to depend on a massive social media following. Since deciding to form our Discord communities, our social influencers’ effective use of TikTok and other social media has fueled their growth. Since August 2020, as a result of social media campaigns helping to promote our Discord servers in the financial education and entertainment space, our social media presence has grown from fewer than 50,000 members and followers, to over 2 million by December 31, 2024. Our social media reach across all platforms has accumulated well over 1 billion interactions.Strategy

Our ~~Current~~bitcoin ~~Business~~strategy generally involves, from time to time, subject to market conditions and the need for cash and cash equivalents to meet short-term working capital requirements, (i) acquiring bitcoin through open market purchases using available cash, which may be raised from our operating activities as well as capital raising initiatives, such as issuing equity and fixed income offerings, among other capital raise strategies (collectively, “beta” initiatives) and (ii) acquiring bitcoin through alpha strategies, such as acquiring bitcoin through strategic M&A activity or other transactions, resulting in the acquisition of bitcoin at a discount relative to market value, which are intended to deliver returns above and beyond what beta initiatives may deliver alone.

Our ~~Discord~~Bitcoin investment education and entertainment service is designed primarily by and for enthusiastic Generation Z, or Gen Z, retail investors, creators and influencers. Gen Z is commonly considered to be people born between 1997 and 2012. Our investment education and entertainment service focuses on stock, real estate, cryptocurrency, and NFT community learning programs designed for the next generation. While we believe that Gen Z will continue to be our primary market, our expanded Discord server offering also features education and entertainment content covering real estate investments, which is expected to appeal strongly to older generations as well.Holdings

In 2025, we acquired a total of approximately 7,627 bitcoin at an aggregate acquisition cost of approximately $863.0 million, or $113,153 per bitcoin, including fees and expenses. During the period from January 1, 2026 to March 17, 2026, we acquired approximately 5,048 bitcoin through our acquisition of Semler Scientific and purchased an additional 953 bitcoin at an average price of approximately $81,092 per bitcoin, inclusive of fees and expenses. Consistent with our long-term holding strategy, we have not sold any bitcoin to date. In addition, in March 2026, we made an initial investment of $50.0 million in the Variable Rate Series A Perpetual Stretch Preferred Stock (the "STRC Stock") of Strategy Inc.

WeAs ~~initially~~of ~~developed~~December 31, ~~our Discord community and other social media following for our company through the talents~~2025, ~~insights and efforts of~~ our ~~executive~~digital ~~social influencers~~assets, ~~Messrs. Arshia~~at ~~and~~fair ~~Arman~~value ~~Sarkhani~~totaled ~~and~~approximately ~~Messrs~~$668.5 ~~Kyle~~million ~~and~~within ~~Jackson~~our ~~Fairbanks.~~consolidated ~~Our~~statement ~~executive team has also offered social media and marketing campaign services to business clients. To the end~~ of ~~further~~financial ~~capitalizing on our management’s social influencer backgrounds~~condition, weconsisting ~~developed our~~of ~~“SiN”~~approximately ~~or “Social Influencer Network~~7,”627 ~~our~~bitcoin. ~~team~~We ofalso ~~social~~held ~~influencer~~$67.5 ~~independent~~million ~~contractors.~~in ~~Our~~cash ~~SiN~~and ~~social influencer~~cash ~~independent~~equivalents, ~~contractors~~putting ~~can~~us ~~perform~~in ~~social~~a ~~media~~position ~~and~~to ~~marketing~~strategically ~~campaign~~deploy ~~services~~capital to ~~expand~~bolster our ~~clients’~~treasury. ~~Discord~~As ~~server bases~~of ~~and~~March 17, ~~drive traffic to their businesses~~2026, ~~as well as increase membership in~~ our ~~own~~cash ~~servers.~~

In forming community groups on Discord, we designed and developed 25 Asset Entities server communities and manage a combined server user membership of approximately 212,253 as of December 31, 2024. As a result, we have developed a high level of expertise in designing, developing, and managing Discord servers. Having developed multiple Discord servers in a variety of fields, we have positioned ourselves as experts in the Discord space. Further capitalizing on this experience, since January 2022, we have formally offered our “AE.360.DDM, Design Develop Manage” service, or “AE.360.DDM”. AE.360.DDM is a suite of services to individuals and companies seeking to create a server on Discord. We believe we are the first company to provide “Design, Develop and Manage,” or DDM, services for any individual, company, or organization that wishes to join Discord and create their own community. We liken this service to that provided by companies like Register.com and Godaddy.com during the dot.com era in the 1990s for companies looking to register their domain names, develop webpages and websites, and manage and host those websites. With our AE.360.DDM rollout, we believe we are uniquely positioned to offer DDM services in the growing market for Discord servers.5

~~In addition, through Ternary v2, our subscription management~~ and ~~payment~~cash ~~processing~~equivalents ~~solution~~totaled ~~for~~$83.7 ~~Discord communities~~million, ~~subscribers~~while ~~can~~our ~~monetize~~position ~~and~~in ~~manage their Discord users. Ternary v2 simplifies~~ the ~~process~~STRC ~~for~~Stock ~~our~~had ~~subscribers~~a ~~to:~~fair ~~(i)~~value ~~sell~~of ~~memberships~~$50.4 to their Discord servers on their websites and collect payments through Stripe with daily payouts; (ii) add digital products and services and designate purchase options to their Discord servers; (iii) customize their user Discord permissions and roles and other Discord settings; and (iv) utilize our Discord bot to automatically apply their Discord user settings to authenticate new users, apply customizable permission sets to users, and remove users when their subscriptions expiremillion. AsOur abitcoin ~~Stripe-verified~~treasury ~~partner~~totaled ~~through Ternary v2~~13,628 webitcoin ~~can~~as ~~also~~of ~~assist subscribers with integrating other platforms into their Discord servers with open application programming interfaces~~March 17, ~~further extending our platform’s capabilities~~2026.

~~Fiscal~~Overview ~~Year~~of ~~2024~~the ~~Highlights~~Bitcoin Industry and Market

~~During~~Bitcoin ~~2024~~is a digital asset that is issued by and transmitted through an open-source protocol, weknown ~~took~~as the ~~following~~Bitcoin ~~initiatives~~ protocol, collectively maintained by a peer-to-peer ~~expand~~network ~~our~~of ~~business:~~individual, decentralized network participants called "nodes." This network hosts a public transaction ledger, known as the Bitcoin blockchain, on which bitcoin holdings and all validated transactions that have ever taken place on the bitcoin network are recorded. Balances of bitcoin are stored in individual “wallets”, which associate network public addresses with one or more “private keys” that control the transfer of bitcoin. The Bitcoin blockchain can be updated without any single entity owning or operating the network.

●Creation Inof ~~March~~New ~~2024,~~Bitcoin ~~we launched our official YouTube channel, "The Lounge," which features podcast interviews with celebrities, sports figures, business professionals,~~ and ~~more,~~Limits ~~and where interviews will focus~~ on each guest's journey through life. Previous guests have included Michael “the Playmaker” Irvin, former NFL superstar Hall of Fame wide receiver and three-time Superbowl Champion; Jeff Blue, the Company’s Head of Entertainment and a multi-platinum music producer; and Ray Crockett, a winner of two Super Bowl rings.Supply

●The Inbitcoin ~~March~~protocol ~~2024,~~limits wethe ~~entered~~total ~~into~~number anof ~~agreement~~bitcoin ~~with~~that ~~Zendrop,~~can anbe ~~industry~~generated ~~leader~~over intime ~~dropshipping~~to 21 million. New bitcoin is created and ~~ecommerce~~allocated by the Bitcoin protocol through a “mining” process that rewards users that validate transactions in the bitcoin blockchain. WeValidated ~~will~~transactions ~~provide~~are ~~its~~added ~~services~~in ~~and~~“blocks” ~~solutions~~approximately every 10 minutes. The mining process serves to ~~Zendrop~~validate ~~through~~transactions ~~Ternary~~and ~~v2,~~secure ~~our~~the ~~SaaS~~bitcoin ~~platform~~network. ~~for~~Mining ~~payment~~is ~~processing~~a competitive and ~~Stripe~~costly ~~Verified~~operation ~~Partner~~that ~~for~~requires ~~Discord~~a ~~communities~~large amount of computational power to solve complex mathematical algorithms. ~~These~~This ~~services~~expenditure ~~will~~of ~~include~~computing apower ~~suite~~is known as “proof of ~~customer~~work.” ~~relationship~~To ~~management~~incentivize ~~(CRM)~~miners ~~solutions,~~to ~~Discord~~incur ~~customer~~the ~~analytics~~costs of mining bitcoin, ~~and~~the ~~payment~~Bitcoin ~~processing~~protocol rewards miners that successfully validate a block of transactions with newly generated bitcoin.

●Modifications Into ~~May 2024, we completed~~ the ~~first~~Bitcoin ~~closing of our financing transaction involving the sale of shares of the Company’s newly designated Series A Preferred Stock, for gross proceeds of $1.5 million, from an institutional investor.~~Protocol

●Bitcoin Inis ~~April~~an ~~2024,~~open-source wenetwork ~~filed~~that ahas ~~Registration~~no ~~Statement~~central onauthority, ~~Form~~meaning ~~S-3~~that ~~(File~~no ~~No.~~one ~~333-278707)~~person ~~(the~~can ~~“Shelf~~unilaterally ~~Registration~~make ~~Statement”)~~changes ~~with~~to the ~~Securities~~software ~~and~~that ~~Exchange~~runs ~~Commission (~~the ~~“SEC”)~~network. However, ~~which~~there ~~was~~is ~~declared~~a ~~effective~~core bygroup ~~the~~of ~~SEC~~developers onthat ~~April~~maintains ~~26,~~the ~~2024.~~code ~~Pursuant~~for to the ~~Shelf~~Bitcoin ~~Registration Statement~~protocol, weand ~~may~~this ~~offer~~group can propose changes to the ~~public~~source ~~from~~code ~~time~~and torelease ~~time,~~periodic inupdates ~~one~~and orother ~~more~~changes. ~~offerings,~~Unlike ~~shares~~most ofsoftware ~~Class~~that Bhas ~~Common~~a ~~Stock,~~central ~~preferred~~entity ~~stock,~~that ~~debt~~can ~~securities,~~push ~~warrants,~~updates ~~subscription~~to ~~rights~~users, ~~and~~bitcoin ~~units~~is ina up peer-to-peer anetwork ~~total~~in ~~aggregate~~which ~~offering~~the ~~amount~~nodes ofdecide ~~$100,000,000,~~whether ~~subject~~ to upgrade the ~~requirement~~software ~~that~~and inaccept nothe ~~event~~new ~~may~~changes. weAs ~~sell~~a ~~shares~~practical ~~having~~matter, a ~~value~~modification ~~exceeding~~becomes ~~more~~part ~~than one-third~~ of ~~our~~the ~~public~~Bitcoin ~~float~~protocol inonly ~~any~~if ~~12-month~~the ~~period~~proposed ~~under~~changes ~~the~~are ~~Shelf~~accepted ~~Registration~~by ~~Statement~~participants socollectively ~~long~~having asmore ~~our~~than ~~public~~50% ~~float~~of ~~remains~~the ~~below~~processing ~~$75~~power,~~000,000.~~ ~~The~~known ~~securities~~as ~~will~~"hash berate", ~~offered at prices and~~ on ~~terms to be determined at~~ the ~~time~~network. ofIf ~~any~~a ~~such~~certain ~~offering.~~percentage ~~The specifics~~ of ~~any~~the ~~offerings,~~nodes ~~along~~reject ~~with~~ the ~~use~~changes, ofthen ~~proceeds~~a of“fork” ~~any~~takes ~~such securities~~place, ~~will~~and beparticipants ~~described~~can inchoose ~~detail~~the inversion aof ~~prospectus supplement at~~ the ~~time~~software ofthey ~~any~~want ~~such~~to ~~offering~~run.

2Forms of Attack Against the Bitcoin Network and Wallets

●Blockchain Intechnology ~~June~~has ~~2024,~~many webuilt-in ~~acquired~~security features that make it difficult for hackers and other malicious actors to corrupt the ~~assets~~protocol ofor ~~TommyBoyTV~~blockchain. However, ~~LLC~~as ~~(“TommyBoyTV”)~~with any computer network, athe ~~company~~Bitcoin ~~engaged~~network inmay ~~the~~be ~~business~~subject to certain attacks. Some forms of ~~Discord~~attack ~~development,~~include ~~social~~unauthorized ~~media,~~access ~~online~~to ~~community~~wallets ~~management,~~that ~~marketing,~~hold bitcoin and ~~analytics~~direct attacks, ~~expanding~~like ~~the~~“51% ~~Company’s~~attacks” ~~share~~or “denial-of-service ~~the~~attacks” ~~Discord~~on ~~community~~the ~~market~~Bitcoin network.

●Bitcoin Inis ~~July~~controllable ~~2024,~~only weby ~~completed~~the possessor of both the ~~second~~unique ~~closing~~public ofkey ~~our~~and ~~financing~~private ~~transaction~~key(s) ~~involving~~relating to the ~~sale~~local ofor ~~shares~~online ofdigital wallet in which the ~~Company’s~~bitcoin ~~newly~~is ~~designated~~held. ~~Series~~Private Akeys ~~Preferred~~used ~~Stock,~~to ~~for~~access ~~gross~~bitcoin ~~proceeds~~balances ofare ~~$1.5~~not ~~million,~~widely ~~from~~distributed anand ~~institutional~~are ~~investor~~typically held on hardware (which can be physically controlled by the holder or by a third party, ~~for~~such as a ~~total~~custodian) or via software programs on third-party servers. One form of $3obtaining unauthorized access to a wallet occurs following a phishing attack where the attacker deceives the victim and manipulates them into sharing their private keys for their digital wallet or other sensitive information.0 ~~million~~Other ~~from~~similar ~~sales~~attacks ofmay also result in the ~~Series~~loss Aof ~~Preferred~~private ~~Stock~~keys, which may cause the victim to effectively lose the ~~investor~~corresponding bitcoin because the victim can no longer access their digital wallet.

●A ~~In September 2024, we commenced an~~ “at51% ~~the market offering~~attack” ~~(as~~may ~~defined~~occur inwhen ~~Rule 415(~~a~~)(4)~~ ~~under~~group ~~the Securities Act)~~ of upminers toattain ~~$1,791,704~~more ofthan ~~shares~~50% of ~~Class~~the BBitcoin ~~Common~~network’s ~~Stock,~~mining ~~which~~power, asthereby ofenabling ~~March~~them ~~31, 2025, has been increased~~ to ~~$5,489,399~~control ofthe ~~shares~~Bitcoin ofnetwork ~~Class~~and Bprotocol ~~Common~~and ~~Stock~~manipulate inthe ~~November~~blockchain. ~~2024~~A ~~(the~~ “~~ATM~~denial-of-service ~~Financing~~attack”). ~~Sales~~occurs ~~from~~when ~~the~~legitimate ~~offering~~users ~~will~~are beunable ~~made from time~~ to ~~time~~access ~~solely~~information ~~through~~systems, ~~or to A.G.P./Alliance Global Partners~~devices, ~~as sales agent (“A.G.P.”~~ or ~~the~~other ~~“Sales~~network ~~Agent”).~~resources ~~These~~due ~~sales, if any, will be made pursuant~~ to the ~~terms~~actions of a ~~sales~~malicious ~~agreement~~actor ~~between~~flooding ~~us and~~ the ~~Sales~~network ~~Agent,~~with ~~dated~~traffic ~~September~~until ~~27, 2024 (~~the ~~“ATM~~network ~~Sales~~is ~~Agreement”).~~unable ~~Since~~to ~~the~~respond ~~commencement~~or ofcrashes. ~~the~~The ~~ATM~~Bitcoin ~~Financing,~~network ~~a total of 5,417,700 shares~~ has been ~~sold~~, ~~for~~and ~~net~~can ~~proceeds~~be toin the ~~Company of $4~~future,~~830,648,~~ ~~after~~subject ~~paying $329,362 in compensation~~ to ~~the~~denial-of-service ~~Sales Agent and the same amount to Boustead Securities~~attacks, ~~LLC~~which ~~(“Boustead”)~~can ~~under~~result ~~the~~in ~~Boustead~~temporary ~~ATM~~delays ~~Waiver (as defined~~ in ~~Item~~block 7.creation ~~“Management’s Discussion~~ and ~~Analysis~~in ofthe ~~Financial~~transfer ~~Condition and Results~~ of ~~Operations – Liquidity and Capital Resources – ATM Financing – Waivers and Consents to ATM Financing”) with respect to such sales~~bitcoin.

●Bitcoin InIndustry October-November 2024, we were selected to design, develop, and manage the Discord servers for Maxx Talent Awards, a premier platform for showcasing the talents of aspiring actors, models, and singers; social media influencer, American fitness model, training specialist, actor, and entrepreneur, Scott Mathison; Grammy Award-winning R&B and soul singer, songwriter, producer and actress Macy Gray; and dog behavioralist Jas Leverette, star of the Netflix show Canine Intervention.Participants

~~● In November 2024, we acquired the assets of the TikTok Shop space known as the TikTok Money Machine, which included its Discord community.~~ The ~~Discord~~primary ~~community~~bitcoin ~~teaches~~industry ~~content~~participants ~~creators~~are ~~how to sell products on TikTok Shop via the use of product content videos. It also connects major consumer product brands with these content creators~~miners, ~~offering~~investors ~~the~~and ~~latter the opportunity to earn sales commissions~~traders, ~~via~~digital ~~their~~asset ~~TikTok accounts~~exchanges, ~~on each product sale completed. We also secured consulting agreements with TikTokers~~ and ~~lead~~service ~~creators~~providers, ofincluding ~~the~~custodians, ~~Discord~~brokers, ~~who~~payment ~~have~~processors, anwallet ~~aggregate of approximately 280~~providers,~~000~~ ~~followers on Instagram~~ and ~~4,700,000~~financial ~~followers on TikTok~~institutions.

● In November 2024, we signed an agreement with our Head of Entertainment, Jeff Blue, to acquire a 50% ownership interest in all film, TV, streaming and media rights to Blue’s story, One Step Closer: From Xero to #1: Becoming Linkin Park. Under the agreement, we also engaged with Mr. Blue to write the screenplay. Published by Simon & Schuster/Posthill Press in 2020, One Step Closer: From Xero to #1: Becoming Linkin Park has been translated into seven different languages.6

●Miners. InMiners ~~December~~range ~~2024,~~from webitcoin ~~were~~enthusiasts ~~approved~~to asprofessional amining ~~TikTok~~operations ~~Shop~~that ~~Partner.~~design Weand ~~plan~~build todedicated ~~work~~mining ~~with~~machines ~~TikTok~~and todata ~~connect~~centers, ~~brands~~including ~~with~~mining ~~creators~~pools, ~~and~~which ~~help~~are ~~them~~groups ~~collaborate~~of ~~further~~miners inthat ~~the~~act ~~affiliate~~cohesively ~~marketing~~and ~~space~~combine their processing power to mine bitcoin blocks.

~~Our~~Investors ~~Historical~~and ~~Performance~~Traders. Bitcoin investors and traders include individuals and institutional investors who, directly or indirectly, purchase, hold, and sell bitcoin or bitcoin-based derivatives, including bitcoin exchange-traded products. Exchange-traded products ("ETPs") can be bought and sold on a stock exchange like traditional stocks and provide investors with another means of gaining economic exposure to bitcoin through traditional brokerage accounts.

~~As of~~Digital ~~December~~Asset ~~31,~~Exchanges. ~~2024,~~Digital ~~the~~asset ~~Company~~exchanges ~~had~~provide antrading ~~accumulated~~venues ~~deficit~~for ofpurchases ~~$12,006,357~~ and asales ~~cash balance~~ of ~~$2,660,624.~~bitcoin ~~During~~in ~~the~~exchange ~~years~~for ~~ended December~~fiat ~~31,~~or ~~2024~~other ~~and~~digital ~~2023,~~assets. weBitcoin ~~had~~can abe ~~net~~exchanged ~~loss~~for offiat $6currencies,~~393,932~~ ~~and~~such ~~$4,931,197,~~as ~~respectively. To date,~~ the ~~Company has financed its operations primarily through capital raises and sales of its services~~U.S. ~~In April 2024~~dollar, ~~the~~at ~~Company~~rates ~~filed~~of ~~the~~exchange ~~Shelf~~determined ~~Registration Statement, which was declared effective~~ by ~~the~~market ~~SEC~~forces on ~~April~~bitcoin ~~26,~~trading ~~2024~~platforms, ~~for~~which ~~potential~~are ~~offerings~~not ofregulated ~~up to $100,000,000~~ in ~~aggregate, subject to~~ the ~~requirement~~same ~~that~~manner inas notraditional ~~event~~securities ~~may~~exchanges. weIn ~~sell~~addition ~~shares~~to ~~having~~these aplatforms, ~~value exceeding more than one~~over-~~third of our public float in any 12~~the-~~month~~counter ~~period~~markets ~~under~~and ~~the~~derivatives ~~Shelf~~markets ~~Registration~~for ~~Statement~~bitcoin soalso ~~long as our public float remains below $75,000,000~~exist. InThe ~~May~~value ~~2024,~~of ~~the Company~~bitcoin ~~completed~~within the ~~first~~market ofis ~~a two-part private placement of its Series A Preferred Stock for gross proceeds of $1.5 million~~determined, ~~and~~ in ~~July 2024~~part, ~~the~~by ~~Company completed~~ the ~~second~~supply ~~part~~ of ~~the~~and ~~private~~demand ~~placement~~ for anbitcoin ~~additional $1.5 million~~ in ~~gross proceeds. In September 2024,~~ the ~~Company~~global ~~entered~~bitcoin ~~into the ATM Sales Agreement~~market, ~~and~~market ~~filed~~expectations ~~a prospectus supplement to the Shelf Registration Statement~~ for the ~~ATM~~adoption ~~Financing for gross proceeds~~ of upbitcoin toas ~~$1,791,704.~~a Instore ~~November~~of ~~2024~~value, the ~~Company~~number ~~filed~~of anmerchants ~~additional~~that ~~prospectus supplement~~accept tobitcoin ~~the~~as ~~Shelf~~a ~~Registration~~form ~~Statement~~of ~~to increase the maximum gross proceeds to $2~~payment,~~271,487.~~ The Company has received confirmation from the investor in its Series A Preferred Stock that it will invest up to an additional $3 million upon request by the Company. Based on the Company’s existing cash resources and the ~~cash~~volume ~~expected~~of peer-to-peer ~~be received~~transactions, ~~from~~among ~~the ATM Financing and~~ other ~~planned financings, it is expected that the Company will have sufficient funds to carry out the Company’s planned operations through December 31, 2025 and for at least 12 months beyond that period~~factors. ~~For further discussion, see Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”.~~

3Service Providers. Service providers offer a multitude of services to other participants in the bitcoin industry, including custodial and trade execution services, commercial and retail payment processing, loans secured by bitcoin collateral, and financial advisory services. Given the continued widespread adoption of the Bitcoin network, the range of service and number of service providers continue to increase.

~~Industry~~Other ~~Overview~~Digital Assets

~~The~~As ~~social~~of ~~influencer~~the ~~and~~date ~~online~~of ~~media presence~~this onAnnual ~~various~~Report, ~~platforms~~bitcoin ~~are~~was ~~expanding~~the ~~and~~largest ~~evolving.~~digital ~~More~~asset ~~than~~by ~~any~~market ~~previous~~capitalization. ~~generation~~However, ~~Generation~~numerous Zalternative isdigital ~~immersed~~assets ~~in social media platforms like TikTok~~exist, X, and ~~Meta~~many ~~Platforms’~~entities, ~~Facebook~~including consortia and ~~Instagram.~~financial ~~This~~institutions, ~~trend~~are ~~has~~actively ~~generated~~researching ~~opportunities~~and ~~for~~investing ~~young~~resources ~~adults~~in ~~to become~~blockchain ~~social~~platforms ~~influencers~~ and todigital ~~gain~~assets ~~financial~~that ~~success.~~utilize ~~Many~~consensus ~~kids~~mechanisms ~~now~~other ~~want~~than toproof-of-work ~~be “tiktokers”~~mining, ~~“instagrammers”, and~~which ~~social~~is ~~media~~employed ~~influencers~~by the Bitcoin network. InFor ~~addition~~example, toin ~~these~~late ~~platforms~~2022, the ~~Reddit-based~~Ethereum ~~campaigns~~network ~~behind~~transitioned ~~the~~to ~~GameStop,~~a ~~AMC~~“proof-of-stake” ~~and~~mechanism ~~Koss~~for ~~meme~~validating ~~stock phenomena~~transactions ofthat ~~2021~~requires ~~demonstrated~~significantly ~~the~~less computing power than proof-of-work ~~social~~mining. ~~media~~Other toalternative ~~generate~~digital ~~and~~assets ~~destroy~~that ~~financial~~compete ~~wealth~~with ~~relatively~~bitcoin ~~quickly.~~in Wecertain ~~believe~~ways ~~that these~~include ~~developments~~“stablecoins,” which are ~~together~~designed ~~giving way~~ to maintain a ~~new~~constant ~~type~~price because of ~~social~~their ~~media~~issuers’ ~~community.~~promise ~~Social~~to ~~media~~hold ~~was~~high-quality ~~once~~liquid ~~occupied~~assets by(such ~~influencers~~as ~~who were~~U.S. ~~showing~~dollar ~~off~~deposits ~~their~~and ~~latest~~short-term ~~snacks,~~U.S. ~~clothes,~~treasury ~~makeup~~securities) ~~brands,~~equal ~~and~~to ~~other~~the ~~products~~total ~~and~~value ~~services,~~of ~~but~~stablecoins ~~now,~~in acirculation. ~~new~~Stablecoins ~~breed~~have ofgrown ~~influencers~~rapidly ~~focus on~~as an alternative to bitcoin and other ~~subjects~~digital ~~that~~assets ~~are~~as ~~gaining~~a ~~mass~~medium ~~interest,~~of ~~especially~~exchange ~~with~~and ~~Generation~~store Zof value, ~~including~~particularly ~~personal~~on ~~finance~~digital ~~and~~asset ~~investing~~trading platforms.

~~As Bloomberg has reported (“Influencers Are Luring Investors Flummoxed by Meme Stonks and Options~~Additionally,” ~~June~~central ~~18,~~banks ~~2021),~~ in ~~the~~some ~~U.S.,~~countries ~~there~~have isstarted ~~relatively~~to ~~little~~introduce ~~formal~~digital ~~personal-finance education.~~forms ~~Only 26 states require – or are in the process~~ of ~~mandating~~legal –tender. aFor ~~standalone~~example, ~~high~~China’s ~~school~~central ~~course~~bank ondigital ~~the~~currency ~~topic~~ (~~Ramsey Solutions,~~ “~~Which States Require Financial Literacy for High School Students,~~CBDC” ~~August 19, 2024~~). ~~For~~project ~~most~~was ~~students,~~made learning about money means learning about topics like budgeting, understanding compound interest or opening a savings account. While this information might be useful, there are many more complex and risky financial opportunities available to ~~young,~~consumers ~~inexperienced~~in ~~investors~~January ~~who are digital natives~~2022, ~~i.e., most of Generation Z. $1 can be used to open financial accounts~~ and ~~buy~~governments ~~fractions~~including ofthe ~~shares~~United orStates ~~portions of cryptocurrencies through companies like Robinhood, Cash App~~ and ~~others.~~the ~~With~~European ~~modestly~~Union ~~more~~have indiscussed ~~their~~the ~~investment~~potential ~~accounts,~~creation ~~people~~of ~~can get access to higher-risk strategies such as margin or option trading. Meanwhile, there is~~ new ~~jargon to decipher every day if investors want to understand chatter about the markets~~CBDCs. While banks and mutual fund companies offer advisory services to their members, they tend to reserve advisory services for higher-net-worth individuals, and generally do not make their advice particularly entertaining or accessible to Generation Z consumers.

With the rise of free, fast trading online and by phone, demand has surged for information about investing and markets, creating opportunities for a new generation of financial influencers who are rushing to fill the gap in traditional education. With a massive, younger, financially uneducated market desperate to learn about the financial markets, a deluge of new companies and their influencer leaders are fighting to be the first place individuals turn to chat about stocks, budgets or finances.Competition

~~More~~Our ~~broadly,~~bitcoin ~~this~~strategy ~~trend~~generally ~~towards~~involves ~~relying on~~from ~~social~~time ~~media~~to ~~and~~time, ~~influencers~~subject ~~means~~to ~~that~~market ~~skilled~~conditions, ~~social~~(i) ~~media~~issuing ~~marketers~~debt ~~and~~or ~~influencers~~equity ~~can~~securities ~~parlay~~or ~~their~~engaging ~~brands~~in ~~into~~other ~~multiple~~capital ~~streams of~~raising ~~revenue~~transactions ~~including~~with ~~subscription-only~~the ~~content,~~objective ~~promotional~~of ~~campaign~~using ~~contracts~~the ~~for~~proceeds ~~business~~to ~~clients,~~purchase bitcoin and bitcoin-related ~~consulting~~products ~~services. As~~or ~~argued~~engage byin aother ~~guest~~opportunistic ~~contributor’s~~transactions ~~article~~to onacquire ~~Nasdaq.com~~bitcoin ~~(“How~~and ~~Gen~~bitcoin-related Zproducts ~~Influencers~~and ~~Can~~(ii) ~~Transform~~acquiring ~~the~~bitcoin ~~Nature~~with ofour ~~Investing,” June~~liquid 2,assets ~~2021),~~that ~~Generation~~exceed Zworking iscapital ~~asserting~~requirements. ~~more~~When ~~influence~~we ~~over~~engage ~~the~~in ~~social~~such ~~media~~capital ~~influencer~~raising ~~market~~transactions, ~~which~~we ~~has~~compete ~~already~~for ~~surpassed~~capital ~~$13~~with, ~~billion in~~among ~~market~~others, ~~size~~ETPs, ~~worldwide~~bitcoin ~~according~~miners, todigital aassets ~~research~~exchanges, ~~report~~other ~~published~~digital byassets ~~Statista~~service ~~(“Influencer~~providers, ~~Marketing~~other ~~Worldwide~~companies -that ~~Statistics~~hold ~~& Facts,”~~bitcoin ~~September~~or ~~27,~~other ~~2021),~~digital ~~and~~assets ~~shows~~as notreasury ~~signs~~reserve ofassets, ~~abating.~~private ~~Internet~~funds ~~users~~that ~~look~~invest toin ~~niche~~bitcoin ~~influencers~~and ~~they~~other ~~trust~~digital asassets, ~~their~~and ~~go-to~~similar ~~source for~~vehicles. ~~new~~An ~~information~~increase ~~and~~in ~~product~~the ~~recommendations.~~competition ~~With~~for ~~such~~sources ~~authority~~of ~~over~~capital ~~the~~could ~~way~~adversely ~~consumers~~affect ~~spend~~the ~~their~~availability ~~money~~and oncost ~~commercial~~of ~~goods,~~financing ~~Gen Z~~for ~~influencers~~our ~~are~~bitcoin ~~bound~~purchases, toand ~~sway~~thereby ~~their~~could ~~followers’~~adversely ~~interests~~affect in the ~~area~~market price of ~~financial~~our ~~education~~listed securities.

~~Gen~~Custody ~~Z’s~~of ~~social~~our media habits are distinctive from other generations. Their most-used social media platforms are Instagram, Snapchat, and TikTok, according to a 2021 Pew Research survey. TikTok’s quick ascension to Gen Z dominance at comparable levels to other well-established online titans has captivated potential investors, e-marketers, and others looking to profit from this bustling and youthful platform.Bitcoin

~~Given~~We ~~the~~currently ~~growth~~hold ofand ~~the~~intend ~~influencer~~to ~~industry across~~continue ~~social~~to ~~media~~hold ~~like~~all ~~Instagram~~of ~~and~~our ~~TikTok~~bitcoin in custodial accounts at U.S.-based, ~~the~~institutional-grade ~~rapid~~custodians ~~influx~~(who ofmay ~~young~~hold ~~retail~~our ~~investors~~bitcoin ~~into~~in the ~~stock~~United States or other territories) that have demonstrated records of regulatory compliance and ~~cryptocurrency~~information ~~markets~~security. Our custodians may also serve as liquidity providers. We engage with multiple custodians to diversify our potential risk exposure to any one custodian. Our custodial services contracts do not restrict our ability to reallocate our bitcoin among our custodians, and ~~recent~~ ~~phenomena~~our ~~like~~bitcoin ~~meme~~holdings ~~stocks,~~may webe ~~believe~~concentrated with a single custodian from time to time. In light of the ~~stage~~significant isamount ~~set~~of ~~for~~bitcoin ~~Gen~~we Zhold, towe continually seek ~~dedicated~~to ~~online~~engage ~~community-based~~additional ~~investment~~digital ~~education and~~asset ~~entertainment~~custodians ~~services~~to further diversify the custody of our bitcoin.

At the same time, a relatively new social media app, Discord, has emerged and demonstrated unique appeal to younger people. As reported by The New York Times (“How Discord, born from an obscure game, became a social hub for young people,” December 29, 2021), driven in part by the COVID-19 pandemic, Discord “has exploded into the mainstream.” While parents working from home flocked to Zoom, many of their children were downloading the Discord app to socialize with other young people through text and audio and video calls in groups known as servers. As of March 2025, the platform has more than 259 million active users each month – up from 56 million in 2019. It has expanded from gamers to many other groups including music aficionados, students, art communities, and cryptocurrency enthusiasts. According to Bloomberg, on September 15, 2021, Discord’s valuation doubled from $7 ~~billion in 2020 to about $15 billion based on a $500 million capital raise.~~

4We carefully select the custodians that custody our bitcoin after undertaking a due diligence process. As part of our custodian selection process, we evaluate and select custodians that can demonstrate that they operate with strict security protocols, including multifactor authentication procedures designed to safekeep our bitcoin. In addition, our custodial services agreements generally specify that the private keys that control our bitcoin will be held in offline or “cold” storage, which is designed to mitigate risks that a system may be susceptible to when connected to the internet, including the risks associated with unauthorized network access and cyberattacks. We also conduct due diligence reviews during the custodial relationship to monitor the safekeeping of our bitcoin. As part of our process, we obtain and review our custodians’ Services Organization Controls reports.

~~Discord~~Our iscustodians ~~split~~have ~~into~~access ~~servers – essentially chat rooms similar~~ to the ~~workplace~~private ~~tool~~key ~~Slack~~information –associated ~~which~~with ~~facilitate~~our ~~casual~~bitcoin, ~~free-flowing~~or ~~conversations~~private ~~about shared interests such as gaming~~keys, ~~music, art, school,~~ and ~~memes.~~they ~~Some~~deploy ~~servers~~security ~~are~~measures ~~large~~to ~~and~~secure ~~open~~our tobitcoin ~~the~~holdings ~~public;~~such ~~others~~as ~~are~~advanced ~~private~~encryption ~~and~~technologies, ~~invitation~~multi-~~only. Another~~factor ~~feature~~identification, ~~that~~and ~~significantly~~a ~~differentiates~~policy ~~Discord~~of ~~from~~storing ~~the~~our ~~established~~private ~~social~~keys ~~media~~in ~~platforms~~redundant, ~~like~~secure ~~Facebook~~and isgeographically ~~that~~dispersed ~~the~~facilities. ~~service does~~We ~~not~~never ~~have~~store, ~~advertisements.~~view Itor ~~makes~~directly ~~money~~access ~~through~~our ~~premium~~private ~~subscriptions~~keys. ~~that~~The ~~give~~operational ~~users~~procedures ~~access~~of toour ~~features~~custodians ~~like~~are ~~custom~~reviewed ~~emoji~~periodically ~~for~~by ~~$5 or~~third-party ~~$10~~advisors. ~~per~~All ~~month.~~movement ~~Discord~~of ~~also~~our ~~began~~bitcoin ~~experimenting~~by inour ~~December~~custodians ~~2021~~is ~~with~~coordinated ~~allowing~~and ~~some~~monitored. ~~users~~Additionally, towe ~~charge~~routinely ~~for~~verify ~~access~~our tobitcoin ~~their~~holdings ~~server,~~by ~~up to~~reconciling ~~$100~~our acustodial ~~month,~~service ofledgers ~~which~~to ~~Discord~~the ~~takes~~public ~~10%~~blockchain.

~~Based~~Potential onAdvantages ~~the above, social influencers can generate revenues from Discord user subscriptions by drawing users in with their investment education~~ and ~~entertainment content.~~Disadvantages Expert influencers on Discord and other social media can simultaneously use their social media expertise and brands to generate social media marketing campaigns for business clients looking to attract more Generation Z consumers. Services, such as “AE.360.DDM, Design Develop Manage”, covering all aspects of ~~the~~Holding design and implementation of the Discord servers themselves can attract subscribers and, therefore, create a new source of revenue. We believe that we are a leading provider of all of these services, and that demand for all of our services will continue to grow.Bitcoin

~~Our~~We ~~Services~~believe that bitcoin is an attractive asset because it can serve as a store of value, supported by a robust and public open-source architecture, that is untethered to sovereign monetary policy. We also believe that, due to its limited supply, bitcoin offers the potential to serve as a hedge against inflation in the long-term and, if its adoption increases, the opportunity for appreciation in value.

WeBitcoin ~~offer~~exists ~~three~~entirely ~~types~~in electronic form, as virtually irreversible public transaction ledger entries on the blockchain, and transactions in bitcoin are recorded and authenticated not by a central repository, but by a decentralized peer-to-peer network. This decentralization mitigates the risks of ~~services~~certain ~~that utilize~~threats ~~Discord~~common to centralized computer networks, such as denial-of-service attacks, and reduces the dependency of the bitcoin network on any single system. The decentralization of user nodes and miners also mitigates the risk of a 51% attack, which would be very costly and difficult to execute with respect to bitcoin because the Bitcoin network is open source and widely distributed, and transactions on the blockchain require significant computing power to be validated. However, while the Bitcoin network as a whole is decentralized, the private keys used to access bitcoin balances are not widely distributed and are susceptible to phishing and other ~~social~~attacks ~~media~~designed to ~~younger~~obtain ~~generations~~sensitive information or gain access to password-protected systems. Loss of such private keys can result in an inability to access, and effective loss of, the corresponding bitcoin. Consequently, bitcoin holdings are susceptible to all of the risks inherent in holding any electronic data, such as power failure, data corruption, security breach, communication failure and user error, among others. These risks, in turn, make bitcoin substantially more susceptible to theft, destruction, or loss of value from hackers, corruption, viruses and other ~~social~~technology-specific ~~media~~factors ~~users~~as compared to conventional fiat currency or other conventional financial assets.

~~Discord~~In ~~Communities. Our~~addition, ~~investment~~the ~~education~~Bitcoin ~~and~~network ~~entertainment~~relies ~~service~~on ~~aims~~open-source todevelopers ~~serve as an education and entertainment platform for investments in a way that is accessible~~ to ~~Generation~~maintain Z and ~~other~~improve ~~social~~the ~~media~~Bitcoin ~~users~~protocol. AsAccordingly, ~~one~~bitcoin ofmay ~~the~~be ~~largest~~subject ~~community-based~~to ~~education~~protocol ~~and~~design ~~entertainment platforms on Discord~~changes, ~~with~~governance ~~ten~~disputes ~~separate~~such ~~servers with a combined user membership of approximately 206,899~~ as ~~of December 31, 2024, we provide financial literacy education and entertainment on trading and investment. Our largest Discord server,~~ “~~STOCKS~~forked” protocols, ~~focuses~~competing ~~on stock investing education and entertainment~~protocols, and weother ~~have~~open ~~smaller~~source-specific ~~but~~risks ~~growing real estate and cryptocurrency education and entertainment Discord servers. One of the unique aspects of Discord is~~ that ~~the~~do ~~base~~not ~~access~~affect toconventional ~~certain~~proprietary ~~materials is free to all users. Our Discord server subscription fees currently range from $4.99 to $59.99, with a top tier that includes access to the OptionsSwing~~ software ~~platform of $120~~.~~00.~~

~~For~~Our ~~monthly~~Healthcare ~~fees,~~Technology ~~paying~~Solutions ~~subscribers to~~Products ~~our Discord servers can get access to live trading diaries, premium prerecorded investing~~ and trading education video content, and paying subscriber-only private group discussion channels relating to the general investment and trading education content on the Company’s Discord servers. All members may watch nonpremium video education content, watch live day trading sessions during market hours, and participate in live chat sessions with other members. We upload and manage all content on our Discord servers. There are no formal requirements for our investment education and entertainment materials; however, we are selective with the content that we post on our servers.Services

WeOur ~~comply~~subsidiary, ~~with~~Semler ~~Discord’s~~Scientific, ~~terms of~~currently ~~service~~markets a patented and FDA-cleared, ~~including~~vascular ~~minimum~~testing ~~age~~product, ~~requirements~~QuantaFlo. ~~Discord~~QuantaFlo ~~requires~~is ~~all~~a ~~users~~four-minute toin-office beblood atflow ~~least~~test 13that ~~years~~features ~~old,~~a sensor clamp placed on the toe and wefinger. ~~require~~Infrared ~~users~~light toemitted befrom ~~at least~~the 18clamp ~~years~~on ~~old~~the indorsal ~~order~~surface toof ~~participate~~the indigit ~~community~~is ~~discussions~~scattered and reflected by the red blood cells coursing through the area of illumination. ~~Discord~~Returning light is in‘sensed’ by the ~~process~~sensor. ofA ~~creating~~blood aflow ~~gateway~~waveform tois ~~require~~instantaneously ~~age~~constructed ~~verification~~by our proprietary software algorithm. In ~~addition,~~Semler weScientific ~~maintain~~primarily utilizes a ~~set~~license ofmodel ~~community~~rather ~~behavior~~than ~~rules~~an outright sales model for ~~its~~QuantaFlo. ~~servers~~Semler ~~which~~Scientific ~~include~~has ~~bans~~placed onits ~~hate~~QuantaFlo ~~speech,~~product ~~harassment~~with healthcare insurance plans, ~~spam~~integrated delivery networks, ~~illegal activities~~independent physician groups, hospitals and ~~false~~companies ~~information~~contracting with the healthcare industry such as risk assessment groups and retailers in addition to doctors’ offices. ~~All~~Semler ~~members~~Scientific ~~must~~previously ~~confirm~~reported that ~~they~~it ~~have~~is ~~read~~experiencing and ~~accept~~expects ~~these~~to ~~rules~~continue into ~~order~~experience todecreased ~~enter~~usage ~~our~~of ~~Discord~~its ~~servers~~QuantaFlo device due various factors, including the 2024 Medicare Advantage and Part D Final Rate Announcement issued by the Centers for Medicare and Medicaid Services (“CMS”). ~~Our~~ ~~Discord~~Semler ~~moderators~~Scientific ~~enforce~~manufactures ~~these~~its ~~rules~~product, QuantaFlo, in the United States through independent contractors whom it pays for finished goods.

~~Social~~Intellectual Media and Marketing. We offer white-label marketing, content creation, content management, TikTok promotions, and TikTok consulting to clients in any industry or market. Fees under our social media and marketing agreements are expected to range from $2,000 for small, short projects to $50,000 for more intricate and labor-intensive campaigns. Pricing depends on the amount of social media posts, length of the campaign, and product placement.Property

~~Through~~We ~~social~~use ~~media,~~various wemethods ~~have~~to ~~conducted marketing~~establish and ~~other~~protect ~~social~~our ~~media~~intellectual ~~campaigns~~property, and rely on ~~behalf~~intellectual ofproperty ~~clients~~laws in ~~investing,~~the ~~gaming,~~United ~~recreation,~~States ~~cryptocurrency assets, NFTs,~~ and other ~~areas~~ ~~through our team of social media influencers~~countries, ~~which~~along wewith ~~call~~contractual ~~our~~measures ~~“Social~~to ~~Influencer~~do ~~Network,” or “SiN”~~so.

We ~~utilize~~own ~~our~~numerous ~~“SiN”~~trademarks ~~or “Social~~(under ~~Influencer~~common ~~Network~~law,” ~~our~~pending ~~social~~US ~~influencer~~Trademark ~~independent contractors~~applications, inand ~~part~~a tofederally ~~increase~~registered ~~social~~trademark ~~media reach~~ for ~~our clients’~~STRIVE), ~~Discord~~proprietary ~~servers~~research, ~~or to drive traffic to their businesses. Both we~~ and ~~our~~copyrightable ~~clients~~educational ~~generally~~content ~~have~~distributed ~~the~~through ~~right to preapprove and remove the influencer’s posts at~~ our ~~and~~corporate ~~our~~digital ~~clients’ discretion~~channels. ~~They~~We ~~are~~protect ~~generally paid on a commission~~intellectual-~~only~~property ~~basis. Typical~~rights ~~payment~~via ~~terms~~trademark ~~are a dollar amount for a certain number of new member signups~~registrations, orconfidentiality ~~in some cases a percentage~~agreements, ~~subject~~and tostrict aaccess ~~dollar cap, on the server’s subscription net revenue~~controls. We ordo ~~our~~not ~~clients~~rely ~~may~~on ~~also~~patented ~~commission~~technology ~~the influencer to provide premium video education series with revenue-sharing provisions~~ for ~~any~~our ~~related~~core ~~subscription fees~~business. ~~Depending~~For ~~on the particular contract, we,~~ our ~~client,~~healthcare ~~or both may own the content produced by our SiN influencers. Depending on each contract~~business, we ~~may~~have ~~require~~been ~~weekly~~issued ~~meetings~~one ~~with~~patent ~~the influencer. Our SiN contractors’ work~~ for ~~clients~~Semler ~~are terminable by either us or our clients on 30 days~~Scientific’s ~~notice~~apparatus, ~~and~~U.S. ~~are~~Patent ~~subject~~No. ~~to customary confidentiality~~7, ~~nondisclosure~~628,760, ~~and~~which ~~noncompete~~expires ~~provisions~~December 11, 2027.

~~Under~~Government our social media and marketing agreements, we typically agree to produce a certain minimum number of posts, streams, or other social media and marketing content, at a minimum required frequency for the agreed-upon period. We may agree to promote the products or services of the client by mentioning the client or its products or services a certain number of times per post or stream, using products or service in our content in a designated manner, or not using, mentioning or promoting competing products or services. Clients must generally preapprove our promotion-containing content, subject to their reasonable discretion. Clients typically own any data generated by promotional posts or streams; however, we retain the right to use the content created. Our social media and marketing agreements are subject to customary confidentiality, non-disparagement, indemnification and other standard terms and social media policy compliance requirements. Other than as otherwise noted above, our influencers are not exclusive to any social media and marketing client.Regulation

~~AE.360.DDM,~~Bitcoin Design Develop Manage. AE.360.DDM is a suite of services to individuals and companies seeking to create their own server on Discord. We believe that we are the first company to provide a full range of Discord DDM services for any individual, company, or organization that wishes to join Discord. Since November 2021, we have worked with various communities on how to better manage their presence on Discord and have designed servers for businesses and celebrities. We tailor our fees to the services requested and can range from set prices of $497 to $5,000 for each Discord server design project. However, our fees may be higher based on the expected complexity, size, and management responsibilities for the server. They may also be based on a percentage split of subscription revenues.Regulation

OnThe ~~Discord~~laws ~~servers~~and ~~managed~~regulations byapplicable ~~our~~to ~~company on~~bitcoin ~~behalf of clients, clients generally provide~~ and ~~own~~digital ~~their~~assets ~~servers’~~are ~~content~~evolving and ~~control~~subject ~~all rights~~ to ~~their~~interpretation ~~servers,~~and ~~while we provide management or other contracted services~~change. If we are managing the Discord server under the AE.360.DDM service, we may upload content for the server owner. The server owner may always upload content. Other server users may also upload content, but the server owner’s moderators may remove it.

~~AE.360.DDM~~Governments isaround athe ~~proprietary~~world ~~service that~~have isreacted ~~summarized~~differently ~~below.~~to ~~The~~digital ~~list~~assets; ofcertain ~~services~~governments ~~below~~have isdeemed ~~not~~them ~~inclusive~~illegal, ofand ~~our~~others ~~full~~have ~~suite~~allowed oftheir ~~the~~use ~~AE.360.DDM~~and ~~services~~trade ~~and~~without ~~processes~~restriction, bywhile ~~which we~~in ~~design~~some jurisdictions, ~~develop~~such ~~and~~as ~~manage~~the ~~Discord~~U.S., ~~servers~~digital onassets ~~behalf~~are ofsubject ~~clients~~to overlapping, uncertain and evolving regulatory requirements.

~~Our~~As AEdigital assets have grown in both popularity and market size, the U.~~360~~S.~~DDM~~ Executive Branch, Congress and a number of U.S. federal and state agencies, including the Financial Crimes Enforcement Network, the Commodity Futures Trading Commission (“CFTC”), the U.S. Securities and Exchange Commission ("SEC"), the Financial Industry Regulatory Authority, the Consumer Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and consumer-protective safeguards of exchanges or other service-providers ~~includes~~that ~~any~~ hold, transfer, trade or ~~all~~exchange digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the ~~following:~~risks posed by digital assets to investors. In addition, federal and state agencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets.

●Depending ~~“360.DD~~on ~~Level~~the 1regulatory characterization of bitcoin, 2the markets for bitcoin in general, and our activities in particular, our business and our bitcoin strategy may be subject to regulation by one or 3”more ~~Design~~regulators in the United States and ~~Development~~globally. Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service: Weproviders ~~design~~and financial institutions in these markets, and ~~establish~~our ability to pursue our bitcoin strategy. Additionally, U.S. state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from digital assets activity. U.S. federal and state energy regulatory authorities are also monitoring the ~~client’s~~total ~~Discord~~electricity ~~server~~consumption ~~under~~of ~~one~~cryptocurrency mining, and the potential impacts of cryptocurrency mining to the ~~following~~supply ~~three~~and ~~“levels”~~dispatch functionality of ~~service:~~the wholesale grid and retail distribution systems. Many state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states.

●The ~~Level~~CFTC 1takes ~~includes~~the aposition ~~simple~~that ~~setup~~some digital assets, including bitcoin, fall within the definition of a “commodity” under the ~~client’s~~Commodity ~~server~~Exchange ~~with~~Act ~~base~~of 1936, oras ~~general-purpose~~amended (the “CEA”). Under the CEA, ~~channels~~the CFTC has broad enforcement authority to police market manipulation and ~~basic~~fraud ~~bots.~~in ~~Discord~~spot ~~channels~~digital ~~are~~assets ~~topic-based~~markets ~~chatrooms.~~in ~~Discord~~which ~~bots~~we ~~are~~may ~~user-like~~transact. ~~computer-simulated~~Beyond ~~members~~instances of fraud or manipulation, the ~~server~~CFTC ~~that~~generally ~~can~~does ~~automate~~not ~~various~~oversee ~~actions.~~cash ~~Bots~~or ~~use~~spot ~~Discord’s~~market ~~public~~exchanges ~~application~~or ~~programming~~transactions ~~interface~~involving digital asset commodities that do not utilize margin, leverage, or ~~API~~financing. In addition, toCFTC ~~perform~~regulations ~~actions~~and ~~like~~CFTC ~~send~~oversight ~~messages~~and enforcement authority apply with respect to futures, ~~modify~~swaps, ~~roles~~other derivative products and certain retail leveraged commodity transactions involving digital asset commodities, orincluding ~~automate~~the ~~moderation~~markets on which these products trade.

●The ~~Level~~SEC 2and ~~includes~~its ~~both~~staff ~~Level~~have 1taken ~~services~~the position that certain other digital assets fall within the definition of a “security” under the U.S. federal securities laws. Public statements made by senior officials and ~~more~~senior ~~advanced~~members ~~server~~of ~~features~~the staff at the SEC indicate that the SEC does not consider bitcoin to be a security under the federal securities laws. However, such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets.

●In ~~Level~~addition, 3since ~~includes~~transactions ~~Level~~in 1bitcoin ~~and~~provide ~~Level~~a 2degree ~~services~~of anonymity, they are susceptible to misuse for criminal activities, such as money laundering. This misuse, or the perception of such misuse, could lead to greater regulatory oversight of bitcoin and ~~adds~~Bitcoin platforms, and there is the ~~following~~possibility ~~key~~that ~~features:~~law enforcement agencies could close or blacklist bitcoin platforms or other bitcoin-related infrastructure with little or no notice and prevent users from accessing or retrieving bitcoin held via such platforms or infrastructure. For example, the U.S. Treasury Department’s Office of Foreign Assets Control has issued updated advisories regarding the use of virtual currencies, added a number of digital asset

~~● Enhancements taking advantage of premium Discord features.~~9

●exchanges ~~Setup~~and ofservice aproviders ~~number of private channels. A private channel on Discord only allows selected members~~ to ~~join~~the itSpecially orDesignated ~~limits~~Nationals ~~what~~and ~~users~~Blocked ~~may~~Persons ~~view~~list and ~~post~~engaged ~~without~~in ~~special~~several ~~permissions.~~enforcement ~~Discord~~actions, ~~server~~including ~~members~~a ~~who~~series ~~are~~of ~~not~~enforcement ~~added~~actions tothat ~~the~~have ~~channel~~either ~~will~~shut ~~not~~down beor ~~able~~significantly tocurtailed ~~see it on~~ the ~~server’s~~operations ~~sidebar.~~of ~~Private~~several ~~chat~~smaller ~~channels~~digital ~~may~~asset beexchanges ~~used~~associated towith ~~offer~~Russian ~~premium~~and/or ~~content~~North toKorean ~~users~~nationals.

●U.S. ~~Third-party~~Food ~~integrations,~~and ~~which~~Drug ~~may~~Administration ~~be used to integrate the use of complimentary apps into the Discord server such as other social media platforms, productivity or data-management apps, and others.~~Regulation

●QuantaFlo ~~Special~~is a medical device subject to extensive regulation by the FDA and other federal, state, local and foreign regulatory bodies. FDA regulations govern, among other things, activities that Semler Scientific or Semler Scientific’s partners perform and will continue to perform, including product design and development, product testing, product manufacturing, product safety, post-~~purpose~~market ~~community~~adverse ~~bot~~event reporting, post-market surveillance, product labeling, product storage, record keeping, premarket clearance or approval, post-market approval studies, advertising and ~~chat~~promotion, ~~features~~and product sales and distribution.

●Healthcare ~~External~~Fraud ~~links~~and ~~to websites that a client wishes to promote may also be included.~~Abuse

6Semler Scientific’s operations are subject to federal and state healthcare laws and regulations including fraud and abuse laws, such as anti-kickback and false claims laws, data privacy and security laws and transparency laws related to payments and/or other transfers of value made to physicians and other healthcare professionals and teaching hospitals.

●The ~~“360~~federal Anti-Kickback Law prohibits unlawful inducements for the referral of business reimbursable under federally-funded healthcare programs, such as remuneration provided to physicians to induce them to use certain tissue products or medical devices reimbursable by Medicare or Medicaid.M” ~~Management~~The ~~service:~~federal WeAnti-Kickback ~~will~~Law ~~act~~is subject to evolving interpretations. For example, the government has enforced the federal Anti-Kickback Law to reach large settlements with healthcare companies based on, among other things, inappropriate consultant arrangements with physicians or questionable joint venture arrangements. The majority of states also have anti-kickback laws, which establish similar prohibitions that may apply to items or services reimbursed by any third-party payor, including commercial insurers. Further, the Patient Protection and Affordable Care Act, as amended by the ~~lead~~Health ~~moderator~~Care and ~~community~~Education ~~manager~~Reconciliation Act of 2010 (collectively, the ~~client’s~~“Health ~~Discord~~Care ~~server~~Reform Law”), among other things, amended the intent requirement of the federal Anti-Kickback Law and criminal healthcare fraud statutes. ~~Features~~A person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it in order to have committed a violation. In addition, the Health Care Reform Law provided that the government may ~~include~~assert that a claim including items or services resulting from a violation of the ~~following:~~federal Anti-Kickback Law constitutes a false or fraudulent claim for purposes of the civil False Claims Act and certain criminal healthcare fraud statutes.

●Additionally, ~~Moderating~~the civil False Claims Act prohibits knowingly presenting or causing the presentation of a false, fictitious or fraudulent claim for payment to the U.S. government. Actions under the False Claims Act may be brought by the U.S. Attorney General or as a qui tam action by a private individual in the name of the government. The federal government is using the civil False Claims Act, and ~~interacting~~the accompanying threat of significant liability, in ~~daily~~its ~~chats;~~investigations of healthcare providers and suppliers throughout the country for a wide variety of Medicare billing practices and has obtained multi-million and multi-billion dollar settlements in addition to individual criminal convictions. The federal False Claims Act provides for treble damages and per-claim penalties. Semler Scientific has been cooperating with civil investigative demands from DOJ (as defined below) since 2017 related to claims for reimbursement related to Semler Scientific’s QuantaFlo device and entered into a settlement agreement with DOJ related thereto in September 2025. See “Risk Factors— Risks Related to Our Healthcare Legal and Regulatory Environment—We are subject to various healthcare fraud and abuse laws and regulations, recently entered into a settlement agreement with DOJ relating to a qui tam action under the False Claims Act, and is now subject to additional litigation and risk relating to the DOJ matter and disclosures regarding the same.” for more information. In addition, off-label promotion has been pursued as a violation of the federal False Claims Act. Pursuant to FDA regulations, Semler Scientific can only market Semler Scientific’s products for cleared or approved uses. Although physicians are permitted to use medical devices for indications other than those cleared or approved by the FDA based on their independent medical judgment, Semler Scientific is prohibited from promoting products for such off-label uses. Given the significant size of actual and potential settlements, it is expected that the government will continue to devote substantial resources to investigating healthcare providers’ and suppliers’ compliance with the healthcare reimbursement rules and fraud and abuse laws.

●Additionally, ~~Answering~~the ~~support~~majority ~~tickets;~~of states in which Semler Scientific markets Semler Scientific’s products have similar fraud and abuse laws, such as anti-kickback, false claims, anti-fee splitting and self-referral laws, which may apply to items or services reimbursed by any third-party payor, including commercial insurers, and violations may result in substantial civil, criminal and administrative penalties.

●The ~~Acting~~Health asCare aReform ~~moderator~~Law ~~and~~also ~~team~~included ~~leader;~~the ~~team~~federal ~~leaders~~Physician ~~usually~~Payments ~~have~~Sunshine ~~the~~Act, ~~ability~~which torequires ~~create~~device ~~channels,~~manufacturers ~~create~~for ~~and~~which ~~delete~~payment ~~roles~~is available under Medicare, ~~and~~Medicaid, ~~perform~~or ~~other~~the ~~administrative~~Children’s ~~functions;~~Health Insurance Program to

~~● Provide informative, fun, and interactive announcements;~~10

●disclose ~~Make~~annually ~~suggestions~~to onCMS ~~how~~any “transfer of value” made or distributed to ~~improve~~physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), other licensed health care practitioners, and teaching hospitals. Such information is now made publicly available in a searchable format, and device manufacturers are now required to report and disclose any investment interests held by physicians and their family members during the ~~Discord~~preceding ~~community~~calendar ~~based~~year. onFailure ~~performance~~to ~~over~~submit ~~time;~~required information may result in significant civil monetary penalties for all payments, transfers of value or ownership or investment interests not reported in an annual submission. Additionally, the commercial compliance environment is continually evolving in the healthcare industry, and some states, including California, Massachusetts and Vermont, mandate implementation of corporate compliance programs, along with the tracking and reporting of gifts, compensation and other remuneration to physicians and other healthcare providers. The shifting compliance environment and the need to build and maintain robust and expandable systems to comply in multiple jurisdictions with different compliance and/or reporting requirements increases the possibility that a healthcare company may run afoul of one or more of the requirements.

●Semler ~~Add~~Scientific’s ~~all~~business ~~necessary~~operations ~~bots~~may ~~for~~also ~~security~~be subject to certain federal and state laws regarding the use and disclosure of individually identifiable health information, ~~gaming~~such as the federal Health Insurance Portability and Accountability Act of 1996, ~~fun~~as amended by the Health Information Technology for Economic and soClinical Health Act of 2009, which impose obligations on certain entities with respect to safeguarding the privacy, security and transmission of individually identifiable health information.

●To ~~Managing~~enforce compliance with the ~~Discord~~federal ~~server~~laws, ~~through~~the ~~moderation~~DOJ has also increased its scrutiny of interactions between healthcare companies and ~~maintenance~~healthcare ~~through~~providers (including Semler Scientific), which has led to an unprecedented level of investigations, prosecutions, convictions and settlements in the healthcare industry. Dealing with investigations can be time- and resource-consuming. Additionally, if a ~~proprietary~~healthcare ~~process~~company settles an investigation with the DOJ or other law enforcement agencies, the company may be required to agree to additional compliance and reporting requirements as part of a consent decree or corporate integrity agreement.

●The ~~ChatGPT~~U.S. AIand ~~bot~~foreign asgovernment anregulators AEhave increased regulation, enforcement, inspections and governmental investigations of the medical device industry, including increased U.~~360~~S.~~DDM~~ ~~Discord~~government ~~server~~oversight ~~customer~~and ~~service~~enforcement ~~feature~~of the Foreign Corrupt Practices Act. Whenever a governmental authority concludes that Semler Scientific is not in compliance with applicable laws or regulations, that authority can impose fines, delay or suspend regulatory clearances, institute proceedings to detain or seize Semler Scientific’s products, issue a recall, impose operating restrictions, enjoin future violations and assess civil penalties against Semler Scientific or Semler Scientific’s officers or employees and can recommend criminal prosecution. Moreover, governmental authorities can ban or request the recall, repair, replacement or refund of the cost of devices Semler Scientific distributes.

~~Since~~If ~~February~~a ~~2024,~~governmental weauthority ~~also~~were ~~offer~~to ~~Ternary~~conclude V2that Semler Scientific is not in compliance with applicable fraud and abuse laws and regulations, ~~the~~ ~~next~~Semler ~~generation~~Scientific ofand ~~Ternary~~Semler Scientific’s ~~Stripe-verified~~officers ~~payment~~and ~~processing~~employees ~~platform~~could be subject to severe penalties including, for ~~Discord~~example, ~~communities.~~civil, ~~Ternary~~criminal V2and ~~provides~~administrative ~~additional CRM~~penalties, ~~tools~~damages, ~~allowing~~fines, ~~community~~disgorgement, ~~owners~~individual ~~the~~imprisonment, ~~ability~~exclusion from participation as a supplier of product to ~~scale,~~beneficiaries ~~manage~~covered by Medicare or Medicaid, additional reporting obligations and ~~transact~~oversight ~~payments~~if ~~all~~subject into a ~~single~~corporate ~~platform~~integrity agreement or other agreement to resolve allegations of non-compliance with these laws, contractual damages, reputational harm, diminished profits and future earnings, and curtailment or restructuring of operations, any of which could adversely affect Semler Scientific’s ability to operate Semler Scientific’s business and the results of Semler Scientific’s operations.

~~Our~~It ~~Market~~is ~~Opportunity~~uncertain whether and ~~Customers~~ how future legislation, whether domestic or foreign, could affect prospects for QuantaFlo or what actions foreign, federal, state or private payors for health care treatment and services may take in response to any such health care reform proposals or legislation.

WeHuman market our services primarily to “Generation Z” users and businesses seeking to market their services to these users. As the first generation to have grown up with access to the Internet and portable digital technology from a young age, members of Generation Z have been dubbed “digital natives”. Around the world, it has been reported that members of Generation Z are spending more time on electronic devices and less time reading books than before, with implications for their attention span and vocabulary, as well as their future in the modern economy. As discussed above, Gen Z users are often bereft of the financial literacy needed to invest, in spite of growing demand for financial services especially in an era of meme stocks and stock trading apps like Webull, Robinhood, and E*Trade. With our emphasis on video, chat, and other social media education, entertainment and marketing, and deep knowledge of Discord server design and trending investment topics, we have positioned ourselves to attract younger investors and businesses seeking to market to them.Capital

As of December 31, 2025, we employed 28 full-time employees. None of our employees are represented by a labor union. We ~~also~~believe ~~target~~our ~~millennials~~human-capital practices — centered on meritocracy, ~~Generation~~performance-based Xcompensation, and ~~older~~ ~~generations~~equity ownership — are critical to attracting and retaining top talent. We consider our relationship with our employees to be good and have not experienced any work stoppages. We also regularly engage consultants and subcontractors on an as-needed basis.

~~Sales~~Our executive management team regularly review and update our talent strategy, ~~Marketing~~monitoring a variety of data, including turnover, diversity, and ~~Customer~~tenure, ~~Acquisition~~to design and implement effective reward/recognition, training, development, succession, and benefit programs to meet the needs of our businesses and our employees.

We will continue to seek customers by producing content for our Discord servers and other social media accounts and using our Social Influencer Network to increase our Discord members and to provide marketing services. To that end, we frequently engage in social media campaigns for our Discord servers by posting free videos, tweets, and other social media content on Discord, TikTok, X, Instagram, and YouTube. We use search engine optimization, or SEO, to gain further reach in acquiring paying subscribers and other members to our Discord servers and potential customers of our other services. We expect that we will increase sales and revenues from increased Discord members and customers of our paid services from the expansion of our AE.360.DDM service and expansion of our Discord servers.11

~~One~~Available of the ways we can increase our Discord users and customer base is to utilize our “SiN” or “Social Influencer Network,” our social influencer independent contractors. Each of our SiN social influencer independent contractors can perform social media outreach to expand our Discord server bases and increase membership in our Discord servers. When we use our social influencers to increase our user base, we have the right to preapprove and remove the influencer’s posts at our discretion. They are generally paid on a commission-only basis. Typical payment terms are a dollar amount for a certain number of new member signups or subscription net revenue. We may also commission them to provide premium video education series with revenue-sharing provisions for any related subscription fees. We generally own all content produced by our SiN influencers. Depending on each contract, we may require weekly meetings with the influencer. Our SiN contracts are terminable on 30 days’ notice and have customary confidentiality, nondisclosure, and noncompete provisions.Information

AsOur ~~discussed~~website ~~above~~is located at www.strive.com. We make available free of charge, weon ~~likewise~~or ~~offer~~ through the ~~services~~Investor Relations section of our ~~SiN~~website ~~independent~~(https://investors.strive.com), ~~contractors~~our toannual reports on Form 10-K, quarterly reports on Form 10-Q, current ~~and~~reports ~~potential~~on ~~social~~Form ~~media~~8-K, and ~~marketing~~all ~~customers.~~amendments Weto ~~are~~those ~~also~~reports ~~working~~filed or furnished pursuant to ~~expand~~ Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after electronically filing or furnishing such reports with the SEC. Information found on our ~~user~~website ~~base~~is bynot ~~contracting~~part of this Annual Report or any other report filed with ~~trained~~the ~~social~~SEC. ~~media~~The ~~analysts~~SEC inmaintains ~~order~~an toInternet ~~develop~~site ~~larger~~that contains reports, proxy and ~~more~~information ~~long-term~~statements, ~~campaigns~~and toother ~~promote our~~information ~~business~~regarding issuers, including us, that file or furnish electronically with the SEC at www.sec.gov. We ~~expect~~also ~~that~~maintain ~~these~~a ~~offerings~~dashboard ~~may~~on ~~accelerate~~our ~~growth~~website in(https://treasury.strive.com/) ~~client~~as ~~contracts~~a disclosure channel for providing broad, non-exclusionary distribution of information regarding the Company to the public, including information regarding market prices of our ~~social~~outstanding ~~media~~securities, bitcoin acquisitions and ~~marketing~~holdings, ~~customer~~certain ~~services~~KPI metrics and other supplemental information, and as one means of disclosing non-public information in compliance with our disclosure obligations under Regulation FD. Investors and others are encouraged to regularly review the information that we make public via the website dashboard.

7Item 1A. Risk Factors

~~Our~~Any ~~AE.360.DDM~~investment ~~service~~in isour ~~expected~~securities toinvolves ~~grow~~a ~~through multiple~~high ~~avenues~~degree ~~including~~of ~~the~~risk. ~~use~~Investors ofshould ~~SEO~~carefully ~~with~~consider ~~Facebook~~the ~~and~~risks ~~Google~~described ~~Ads,~~below asbefore ~~well~~making asan ~~our~~investment ~~targeted~~decision. ~~outreach~~The torisks ~~venture~~and ~~capitalists,~~uncertainties ~~social media~~described ~~influencers,~~below ~~digital~~are ~~technology~~not ~~brands,~~the ~~and~~only ~~other~~ones ~~businesses~~we face. WeAdditional ~~also~~risks ~~expect~~and ~~that~~uncertainties ~~revenues~~not ~~from~~presently ~~this~~known ~~service~~to ~~will~~us ~~increase~~or ~~organically by~~that ~~showing~~we ~~our~~currently ~~expertise~~deem inimmaterial ~~Discord~~may ~~design,~~also ~~development~~impact ~~and~~us, ~~management~~our ~~through~~business, ~~our~~or ~~own~~bitcoin ~~growing~~holdings, ~~Discord~~or ~~communities~~our securities.

~~During~~If ~~2023~~any ~~and~~of the ~~first~~following ~~quarter~~risks ~~of 2024~~occur, ~~we initiated~~our ~~an online marketing campaign and expanded use of SEO~~business, ~~Facebook~~financial ~~Ads~~condition, ~~Google~~or ~~Ads~~results ~~and~~of ~~Google~~operations ~~Analytics~~could tobe ~~accelerate~~materially ~~customer~~adversely ~~acquisition for our AE~~affected.~~360.DDM~~ ~~service;~~In ~~launched~~such acase, ~~new~~the ~~AE.360.DDM~~market ~~website;~~price ~~engaged music producer Jeff Blue as Head~~ of ~~Entertainment~~our toClass ~~lead the development of the AE.360.DDM Music and Entertainment~~ A&R ~~service;~~Common ~~hired~~Stock a Senior Project Manager for all Discord servers under the AE.360.DDM suite of services; introduced a ChatGPT AI bot as an AE.360.DDM Discord server customer service feature; engaged professional golfers Bryson DeChambeau and ~~Scott~~our ~~Verplank~~SATA ~~to promote the AE.360.DDM service; and engaged Michael Irvin~~Stock, ~~American~~which ~~sports~~we ~~commentator~~refer ~~and former professional football player,~~ to ~~provide~~collectively ~~marketing~~as ~~services~~our ~~for~~“listed ~~the AE.360.DDM service; launched an official YouTube channel~~securities, ~~“The Lounge,~~” ~~which~~could ~~has featured podcast interviews with celebrities~~decline, ~~sports figures, business professionals,~~ and ~~more,~~you ~~and~~may ~~where~~lose ~~interviews will~~all ~~focus~~or onpart ~~each guest’s journey through life; expanded the AE.360.DDM service with Ternary V2, the next generation~~ of ~~the~~your ~~Ternary Stripe-verified payment processing platform for Discord communities; introduced a ChatGPT AI bot as an AE~~investment.360.DDM Discord server customer service feature; and entered into an agreement with Zendrop, an industry leader in dropshipping and ecommerce, to provide CRM, Discord customer analytics, payment processing, and related services.

InOn ~~June~~February ~~2024~~6, 2026, we ~~acquired~~completed ~~the~~a ~~assets~~1-for-20 reverse stock split of ~~TommyBoyTV, a~~ ~~company~~our ~~engaged~~Class inA Common Stock and Class B Common Stock (the ~~business~~"Reverse ofStock ~~Discord~~Split"). ~~development,~~See ~~social~~Note ~~media~~2, ~~online~~Summary ~~community~~of ~~management,~~Significant ~~marketing~~Accounting Policies – Reverse Stock Split, ~~and~~to ~~analytics~~the Consolidated Financial Statements, ~~expanding~~ for further information. As a result of the ~~Company’s~~Reverse Stock Split, all applicable share ofand per share information presented within this Item 1A. Risk Factors has been retroactively adjusted to reflect the ~~Discord~~Reverse ~~community~~Stock ~~market~~Split for all periods presented.

InRisks ~~October-November~~Related ~~2024, we were selected~~ to ~~design, develop, and manage~~ ~~the~~Our Discord servers for Maxx Talent Awards, a premier platform for showcasing the talents of aspiring actors, models, and singers; social media influencer, American fitness model, training specialist, actor, and entrepreneur, Scott Mathison; Grammy Award-winning R&B and soul singer, songwriter, producer and actress Macy Gray; and dog behavioralist Jas Leverette, star of the Netflix show Canine Intervention.Business

InWe ~~November~~have ~~2024,~~a welimited ~~acquired~~operating ~~the~~history ~~assets~~and ofrecently ~~the TikTok~~launched ~~Shop~~a ~~space~~bitcoin ~~known~~treasury ~~as the TikTok Money Machine~~strategy, ~~which~~making ~~included~~it ~~its~~difficult ~~Discord community. The Discord community teaches content creators how~~ to ~~sell~~evaluate ~~products~~our onbusiness ~~TikTok~~and ~~Shop~~prospects ~~via~~and ~~the~~may ~~use~~increase ~~of product content videos. It also connects major consumer product brands with these content creators, offering~~ the ~~latter~~risks ~~the~~associated ~~opportunity to earn sales commissions, via their TikTok accounts, on each product sale completed. We also secured consulting agreements~~ with ~~TikTokers~~any ~~and lead creators of the Discord, who have an aggregate of approximately 280,000 followers on Instagram and 4,700,000 followers on TikTok~~investment.

InWe ~~November~~were ~~2024,~~formed wein ~~signed~~2022 anand ~~agreement~~started ~~with~~ formulating and executing on our ~~Head~~business ofplan ~~Entertainment,~~at ~~Jeff Blue~~that time. In addition, we announced our plan to ~~acquire~~ launch a ~~50%~~bitcoin ~~ownership~~treasury ~~interest~~strategy in ~~all film,~~May TV2025, ~~streaming~~ and ~~media rights~~our tomanagement ~~Blue’s~~team ~~story, One~~has ~~Step~~a ~~Closer:~~limited ~~From~~operating ~~Xero~~history toof ~~#1:~~investing ~~Becoming~~in ~~Linkin~~and ~~Park~~holding bitcoin. ~~Under~~We ~~the~~have ~~agreement~~since implemented this strategy, weholding ~~also~~approximately ~~engaged with~~7,627 Mrbitcoin as of December 31, 2025. ~~Blue~~We cannot provide assurances that we will be able to ~~write~~operate ~~the~~our ~~screenplay.~~business ~~Published~~successfully byor ~~Simon~~implement &our ~~Schuster/Posthill~~operating ~~Press~~policies inand ~~2020~~strategies, ~~One~~including ~~Step~~with ~~Closer:~~respect ~~From~~to ~~Xero~~our tobitcoin ~~#1: Becoming~~treasury ~~Linkin~~strategy, ~~Park~~as ~~has~~described ~~been~~elsewhere ~~translated~~herein. ~~into~~We ~~seven~~may ~~different~~encounter ~~languages.~~risks and challenges frequently experienced by growing companies in rapidly developing industries, including risks related to our ability to:

In•maintain ~~December 2024, we were approved as~~ a ~~TikTok Shop~~bitcoin ~~Partner.~~treasury Westrategy, ~~plan~~including ~~to work~~ with ~~TikTok~~respect to ~~connect~~the ~~brands~~financing, ~~with~~acquisition ~~creators~~ and ~~help~~custody ~~them~~of ~~collaborate further in the affiliate marketing space.~~bitcoin;

~~Competition~~•identify and successfully implement alpha-generating strategies, such as the identification and acquisition of bitcoin-related products, including junior tranches of bitcoin-backed credit structures or the acquisition of target companies at a purchase price discount to their book value or cash assets;

~~While~~•improve weour docurrent ~~not~~operational ~~have~~infrastructure ~~any~~and ~~competitors that~~non-platform ~~compete~~technology ~~with~~to ussupport ~~across~~ our ~~business~~growth, inincluding ~~its~~our ~~entirety~~bitcoin treasury strategy, weand ~~face~~to ~~competition~~respond into ~~certain~~the ~~aspects~~evolution of our ~~business.~~market ~~Our products~~ and ~~services face~~competitors’ ~~competition from different businesses depending on the offering.~~developments;

~~The~~•further ~~education~~trust ~~components~~with offuture ~~our~~investors ~~investment education~~ and ~~entertainment~~partners ~~services~~with ~~have~~respect ~~the~~to ~~following~~our ~~primary~~bitcoin ~~competitors:~~treasury business;

●•distinguish ~~Xtrades~~ourselves ~~Discord~~from ~~Server~~competitors –in ~~Stocks~~the ~~and~~bitcoin ~~options~~treasury ~~trading~~business ~~communities~~and ~~with~~our ~~real~~other ~~traders~~businesses ~~providing~~and ~~analysis;~~navigate ~~their~~political ~~advertised monthly fee is $38. Their Discord server had approximately 110,000 members as of March 2025.~~issues;

●•respond ~~WallStreetBets~~appropriately ~~Discord~~to ~~Server~~changes ~~and~~in ~~Subreddit~~the –price ~~These~~of ~~are generally free services where anyone can offer advice on high-risk investing in stocks~~bitcoin, ~~options,~~the ~~and~~price ~~futures~~of ~~trading.~~which ~~Their Discord server~~ has ~~approximately 484~~been,~~305~~ ~~members~~ and ~~their~~will ~~subreddit~~likely ~~had~~continue ~~approximately~~to 18be, ~~million~~highly ~~registered users as of March 2025.~~volatile;

8•respond to complex, evolving, stringent, contradictory industry standards and government regulation on an international scale that impact our businesses, including our bitcoin treasury strategy;

●•maintain Eagle Investors – An online investment education service provided by investment advisory firm Eagle Investments LLC. They manage a Discord server which includes a free investor community, a number of channels on diverse topics, and ~~free~~grow ~~webinars.~~our ~~They~~existing ~~also~~asset ~~offer~~management premium-only content for $67 to $140 per month for different levels of access to trading alerts on their Discord server. They also offer paid stocks and options training courses for $400 per course not including discounts, and private one-on-one sessions ranging from one to eight hours with expert traders at varying prices. Their Discord server had approximately 156,000 members as of March 2025.operations;

Our social media marketing and advertising competitors primarily include social media influencers who are the owners of alternative Discord servers and social media education and entertainment services•identify, ~~which~~complete ~~may detract from our current~~ and ~~potential~~integrate ~~paying subscriber base and customers of our other services. These competitors include:~~acquisitions;

● @Fourtoeight – A social influencer who is the owner of the Discord server Wiseguyinvesting. Wiseguyinvesting offers several payment plans for investment education resources and other features. Its community size is similar to ours. Its plans range from $25 per week to $800 per year as of March 2025.12

●•prevent, ~~@moneylinemark~~detect, –respond Ato, ~~social~~or ~~influencer~~mitigate ~~who~~failures ~~owns~~or ~~the~~breaches ~~“StockVIP”~~of ~~Discord~~privacy ~~server~~and ~~with approximately 254~~security,~~000~~ ~~members~~including aswith ofrespect ~~March~~to ~~2025.~~our ~~Their~~bitcoin ~~revenue~~and ~~model relies 100% on Discord memberships. We are not aware of any competitors for~~ our ~~AE.360.DDM~~custodial ~~suite of services.~~partners;

We•hire ~~believe~~and ~~that~~retain wequalified ~~have other competitive strengths, some of which are discussed below, that position us favorably in each aspect of our business. However, the technology industry is evolving rapidly~~ and ismotivated increasingly competitive. A variety of business models are being pursued or may be considered for the provision of digital learning tools, some of which may be more profitable or successful than our business model.employees;

~~Our~~•respond ~~Strengths~~to varying general economic, industry and market conditions; and

We•address ~~believe~~the ~~that~~other wefactors ~~have~~described ~~competitive strengths, some of which are discussed below, that position us favorably~~ in ~~each~~this ~~aspect of our business~~section. ~~We believe our key competitive strengths include the following:~~

●If ~~Superior~~we ~~Social Influencer Team. We believe that our greatest competitive strength is our people. Our blend of young, dynamic, entrepreneurial executive social influencers~~ are ~~part~~unable ofto ~~Generation~~do ~~Z and understand their needs and interests. Moreover~~so, our ~~executive~~business ~~team~~may ~~includes professionals with two or more decades of accounting~~suffer, ~~legal,~~our ~~technology,~~revenue ~~sales,~~ and ~~management~~operating ~~experience~~results ~~including~~may ~~our~~decline ~~Executive Chairman, who has practiced law for over 25 years; our Chief Financial Officer, a Certified Public Accountant, or CPA, with over ten years of experience in finance~~ and ~~accounting; and our Chief Technology Officer, a former Salesforce Inc. Senior Solution Engineer. We believe that~~ we ~~have~~may anot ~~unique~~be ~~combination~~able ofto ~~knowledge,~~achieve ~~global~~further ~~experience~~growth ~~and~~or ~~business acumen to~~ sustain ~~long-term growth~~profitability.

~~● First-Mover Advantage.~~ We ~~believe~~have ~~that~~a ~~our~~history ~~AE.360.DDM~~of ~~service~~operating islosses aas ~~first-of-its-kind~~our business ~~developed~~has bygrown. ~~our~~If ~~company~~we toare ~~design,~~unable ~~develop,~~to ~~and~~achieve ~~manage~~greater ~~Discord~~revenues ~~servers~~than ~~for~~our ~~customers~~operating ~~wanting~~costs toor ~~create~~reduce ~~their~~operating ~~own~~costs, ~~Discord~~we ~~communities~~will ~~for~~continue ~~their~~to ~~business.~~incur ~~With~~operating ~~our~~losses, ~~superior~~which ~~understanding~~could ofresult in the ~~Discord~~need ~~platform,~~to weraise ~~can~~additional ~~provide~~capital ~~the~~to ~~technology~~support ~~and~~our ~~speed~~operating tobusiness ~~market~~and ~~which~~negatively ~~customers~~impact ~~require~~our tooperations, ~~set~~strategy upand ~~successful~~financial ~~Discord servers~~performance.

●We ~~Best-in-Class~~began ~~Investment~~our ~~Education,~~historical ~~Entertainment~~operating business in 2022 and ~~Technology~~have had operating losses in each year as the business has grown. ~~Our~~We ~~insights~~have ~~into~~a ~~compelling~~limited ~~investment~~operating ~~education~~history upon which an evaluation of the historical business and ~~entertainment~~our ~~methods~~prospects can be based. We may be subject to many risks common to new and ~~subjects~~growing ~~for~~businesses, ~~Gen~~including Zunder-capitalization, cash shortages, limitations with respect to personnel, financial and other ~~types~~resources and lack of ~~interested~~revenues. ~~customers;~~There ~~experience~~is ~~creating~~no ~~communities~~assurance ~~for~~that ~~Gen~~we Zwill ~~and~~be ~~social~~successful ~~media~~in ~~consumers;~~achieving ~~and~~a ~~our~~return ~~social~~on ~~influencer~~an ~~network,~~investment or ~~“SiN”~~meeting other metrics of success. Our future business plans, ~~and~~including ~~related~~with ~~content~~respect ~~publishing~~to ~~network~~our bitcoin treasury strategy, ~~are~~require ~~some~~substantial ofexpenses in the ~~hallmarks~~establishment and operation of our business, and there can be no assurance that subsequent operational objectives will be achieved. We do not expect our historical businesses to generate return on investment sufficient to support our bitcoin strategy. Our success with respect to its bitcoin treasury strategy will ultimately depend on our ability to raise capital. If we do not achieve our operational objectives, and to the extent that we do not raise capital or generate cash flow and income, our financial performance and long-term viability may be materially and adversely affected.

●Bitcoin ~~Service~~is ~~Synergy.~~a ~~Each~~novel ofasset, ~~our~~and ~~operating~~subject ~~business categories has the ability~~ to besignificant ~~a standalone business~~legal, ~~but all are housed within our single Asset Entities enterprise. With each deployment of additional services~~commercial, weregulatory ~~have~~and ~~historically~~technical ~~experienced organic growth in our other businesses~~uncertainty.

~~Our~~Bitcoin ~~Growth~~is ~~Strategies~~relatively novel and subject to significant uncertainty, which could adversely impact its price. The application of state and federal securities laws and other laws and regulations to digital assets such as bitcoin is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of bitcoin or the ability of individuals or institutions such as ourselves to own or transfer bitcoin.

The ~~key~~U.S. ~~elements~~federal government, states, regulatory agencies and foreign countries may also enact new laws and regulations that could materially impact the price of ~~our~~bitcoin ~~strategy~~or the ability of individuals or institutions such as ourselves to ~~expand~~own ~~our business~~or ~~include~~transfer bitcoin. Within the ~~following:~~past several years, the European Union adopted Markets in Crypto Assets Regulation (“MiCA”), a comprehensive digital asset regulatory framework for the issuance and use of digital assets, like bitcoin, the United Kingdom adopted and implemented the Financial Services and Markets Act 2023 (“FSMA 2023”), which regulates market activities in “cryptoassets,” and in China, the People’s Bank of China and the National Development and Reform Commission have outlawed cryptocurrency mining and declared all cryptocurrency transactions illegal within the country. While the current U.S. administration has expressed support regarding the development and use of digital assets, and the U.S. federal government enacted the Genius Act in July 2025, which provide a regulatory framework for the issuance of “Payment stablecoins”, additional regulatory frameworks and timeline for implementation are still to be developed.

●In ~~Expand~~addition, ~~Our~~federal, ~~Social~~state ~~Influencer~~and ~~Network~~foreign governments and regulatory agencies may pursue regulatory, enforcement or judicial actions. ~~Our~~For ~~growth~~example, ~~has~~in ~~been~~June ~~grounded~~2023, onthe ~~our~~SEC ~~team~~filed ofcomplaints ~~social~~against ~~influencers~~Binance Holdings Ltd. Inand ~~order~~Coinbase, Inc., and their respective affiliated entities, relating to, ~~generate~~among ~~even~~other ~~greater~~claims, ~~momentum~~that ~~for~~each ~~the~~party ~~growth~~was ofoperating ~~our~~as ~~services~~an unregistered securities exchange, webroker, ~~will~~dealer, ~~seek~~and toclearing ~~expand~~agency, ~~our~~and ~~“SiN”~~in ~~social~~November ~~influencer~~2023, ~~network~~the SEC filed a complaint against Payward Inc. Weand ~~plan~~Payward toVentures ~~continue~~Inc., totogether ~~bring~~known ~~top~~as ~~current~~Kraken, ~~and~~alleging, ~~former~~among ~~athletes~~other claims, ~~celebrities~~that Kraken’s crypto trading platform was operating as an unregistered securities exchange, broker, dealer, and ~~rising~~clearing agency. In November 2023, Binance Holdings Ltd. and ~~high-profile~~its ~~social~~then ~~influencers~~chief ~~into~~executive ~~our~~officer ~~SiN~~reached ~~network~~a tosettlement ~~promote~~with ~~our~~the ~~established~~U.S. ~~and~~Department ~~newer~~of ~~Discord~~Justice, ~~servers~~CFTC, the U.S. WeDepartment ~~have~~of ~~also~~Treasury’s ~~begun~~Office ~~utilizing~~of ~~our~~Foreign ~~SiN~~Asset ~~network~~Control, and the Financial Crimes Enforcement Network to ~~accelerate~~resolve a multi-year investigation by the ~~growth~~agencies ofand ~~our~~a ~~social~~civil ~~media~~suit brought by the CFTC, pursuant to which Binance Holdings Ltd. agreed to, among other things, pay $4.3 billion in penalties across the four agencies and ~~marketing~~to ~~service~~discontinue its operations in the United States.

9It is not possible to predict whether, or when, new laws will be enacted that change the legal framework governing digital assets such as bitcoin or provide additional authorities to the SEC or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional laws or authorities, how additional legislation or regulatory oversight might impact the ability of digital

● Leverage Discord Server Community Outreach. We will continue to seek accelerated growth in Discord server paying subscriber revenues from strategic pricing of varying levels of access to our Discord communities. Moreover, we will leverage our Discord servers to help increase our social media reach and cross-market to our other services.13

●asset ~~Expand~~markets ~~the~~to ~~AE.360.DDM~~function, ~~Service.~~the ~~During~~willingness ~~2023~~of financial and ~~through~~other ~~March~~institutions ~~2024,~~to wecontinue ~~initiated~~to anprovide ~~online~~services ~~marketing~~to ~~campaign~~the ~~and~~digital ~~expanded~~assets ~~use~~industry, ofor ~~SEO,~~how ~~Facebook~~any ~~Ads,~~new ~~Google~~laws ~~Ads~~or ~~and~~regulations, ~~Google~~or ~~Analytics~~changes to ~~accelerate~~existing ~~customer~~laws ~~acquisition~~or ~~for~~regulations, ~~our~~might ~~AE.360.DDM~~impact ~~service;~~the ~~launched~~value aof ~~new~~digital ~~AE.360.DDM~~assets ~~website;~~generally ~~engaged~~and ~~music~~bitcoin ~~producer~~specifically. ~~Jeff~~The ~~Blue~~consequences ~~as Head~~ of ~~Entertainment~~any tonew ~~lead~~law ~~the~~or ~~development~~regulation ofrelating ~~the~~to ~~AE.360.DDM~~digital ~~Music~~assets and ~~Entertainment~~digital ~~A&R~~asset ~~service;~~activities ~~hired~~could aadversely ~~Senior~~affect ~~Project~~the ~~Manager~~market ~~for~~price ~~all~~of ~~Discord~~bitcoin, ~~servers~~as ~~under~~well ~~the~~as ~~AE.360.DDM~~our ~~suite~~ability ofto ~~services;~~hold ~~introduced~~or atransact ~~ChatGPT~~in AIbitcoin, ~~bot~~and asin anturn ~~AE.360.DDM~~adversely ~~Discord~~affect ~~server~~the ~~customer~~market ~~service~~price ~~feature;~~of ~~engaged~~our ~~professional~~securities. ~~golfers~~Moreover, ~~Bryson~~the ~~DeChambeau~~risks ~~and~~of ~~Scott~~engaging ~~Verplank~~in toa ~~promote~~bitcoin ~~the~~strategy ~~AE.360.DDM~~are ~~service;~~relatively novel and ~~engaged~~have ~~Michael Irvin~~created, ~~American sports commentator~~ and ~~former~~could ~~professional~~continue ~~football~~to ~~player~~create, tocomplications ~~provide~~due ~~marketing~~to ~~services for~~ the ~~AE.360.DDM~~lack ~~service;~~of ~~launched~~experience anthat ~~official~~third ~~YouTube~~parties ~~channel,~~have ~~“The~~with ~~Lounge,”~~companies ~~which~~engaging ~~will~~in ~~feature~~such ~~podcast~~a ~~interviews~~strategy, ~~with~~such ~~celebrities,~~as ~~sports~~increased ~~figures,~~costs ~~business~~of ~~professionals,~~director and ~~more,~~officer ~~and~~liability ~~where~~insurance ~~interviews~~or ~~will~~the ~~focus~~potential oninability ~~each~~to ~~guest’s~~obtain ~~journey~~such ~~through~~coverage ~~life;~~on ~~expanded~~acceptable terms in the AEfuture.~~360.DDM~~ ~~service~~The ~~with~~growth ~~Ternary~~of ~~V2,~~ the ~~next~~digital ~~generation~~assets ofindustry ~~the~~in ~~Ternary~~general, ~~Stripe-verified~~and ~~payment~~the ~~processing~~use ~~platform~~and ~~for~~acceptance ~~Discord~~of ~~communities;~~bitcoin ~~introduced~~in aparticular, ~~ChatGPT~~may AIalso ~~bot~~impact asthe anprice ~~AE.360.DDM~~of ~~Discord~~bitcoin ~~server~~and ~~customer~~is ~~service~~subject ~~feature;~~to ~~and~~a ~~entered~~high ~~into~~degree anof ~~agreement~~uncertainty. ~~with~~The ~~Zendrop,~~pace anof ~~industry~~worldwide ~~leader~~growth in ~~dropshipping~~the adoption and ~~ecommerce,~~use toof ~~provide~~bitcoin ~~CRM,~~may ~~Discord customer analytics~~depend, ~~payment~~for ~~processing~~instance, ~~and~~on ~~related~~public ~~services.~~familiarity Inwith ~~June~~digital ~~2024~~assets, weease ~~acquired the assets~~ of ~~TommyBoyTV~~buying, aaccessing ~~company~~or ~~engaged~~gaining inexposure ~~the~~to ~~business of Discord development~~bitcoin, ~~social~~institutional ~~media,~~demand ~~online~~for ~~community~~bitcoin ~~management,~~as ~~marketing,~~an ~~and~~investment ~~analytics~~asset, ~~expanding~~ the ~~Company’s~~participation ~~share~~ of ~~the~~traditional ~~Discord~~financial ~~community~~institutions ~~market.~~in Inthe ~~October-November~~digital ~~2024,~~assets ~~we were selected to design~~industry, ~~develop,~~consumer ~~and~~demand ~~manage the Discord servers~~ for ~~Maxx~~bitcoin ~~Talent~~as ~~Awards,~~ a ~~premier~~store ~~platform~~of ~~for~~value ~~showcasing~~or ~~the~~means ~~talents~~ of ~~aspiring actors~~payment, ~~models,~~ and ~~singers;~~the ~~social~~availability ~~media~~and ~~influencer,~~popularity ~~American~~of ~~fitness~~alternatives ~~model,~~to ~~training~~bitcoin. ~~specialist,~~Even ~~actor,~~if ~~and~~growth ~~entrepreneur,~~in ~~Scott~~bitcoin ~~Mathison;~~adoption ~~Grammy~~occurs ~~Award-winning~~in ~~R&B~~the ~~and~~near ~~soul~~or ~~singer,~~medium ~~songwriter~~term, ~~producer~~there ~~and~~is ~~actress~~no ~~Macy~~assurance ~~Gray;~~that ~~and~~bitcoin ~~dog~~usage ~~behavioralist~~will ~~Jas~~continue ~~Leverette,~~to ~~star~~grow ofover the ~~Netflix~~long ~~show Canine Intervention~~term.

●Because ~~Market~~bitcoin has no physical existence beyond the record of transactions on the bitcoin blockchain, a variety of technical factors related to the bitcoin blockchain could also impact the price of bitcoin. For example, malicious attacks by miners, inadequate mining fees to incentivize validating of bitcoin transactions, hard “forks” of the bitcoin blockchain into multiple blockchains, and ~~Leverage~~advances ~~Synergies~~in ~~from~~digital computing, algebraic geometry, and quantum computing could undercut the AEintegrity of the bitcoin blockchain and negatively affect the price of bitcoin.~~360~~ The liquidity of bitcoin may also be reduced, and damage to the public perception of bitcoin may occur, if financial institutions were to deny or limit banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin.~~DDM~~ ~~Service~~Actions by U.S. Webanking ~~will~~regulators, ~~further~~such ~~use~~as ~~and~~the ~~expand~~issuance ~~this~~in ~~service~~February 2023 by Federal banking agencies of the “Interagency Liquidity Risk Statement,” which cautioned banks on contagion risks posed by providing services to ~~create~~digital ~~synergies~~assets customers, and ~~income~~similar actions, have in the past resulted in or contributed to reductions in access to banking services for bitcoin-~~producing~~related ~~revenue~~customers ~~streams~~and service providers, or the willingness of traditional financial institutions to participate in markets for digital assets. The liquidity of bitcoin may also be impacted to the extent that ~~complement~~changes ~~our~~in ~~other~~applicable ~~business~~laws ~~categories~~and regulatory requirements negatively impact the ability of exchanges and trading venues to provide services for bitcoin.

~~Intellectual~~Our ~~Property~~proposed bitcoin strategy will subject us to enhanced regulatory oversight.

WeSeveral ~~own~~spot ~~common~~bitcoin ~~law~~ETPs ~~rights~~have received approval from the SEC to ~~certain marks,~~list ~~including~~their ~~“Asset~~shares ~~Entities~~on ~~Where~~a ~~Assets~~U.S. ~~Are~~national ~~Created”,~~securities ~~“SiN”,~~exchange ~~“Social~~with ~~Influencer~~continuous ~~Network”,~~share creation and ~~“AE~~ ~~360~~redemption ~~DDM”~~at net asset value. WeEven ~~also~~though ~~own~~we ~~rights~~do not intend to be, nor intend to function in the ~~assetentities.com~~manner ~~Internet~~of, ~~domain~~a ~~name~~spot bitcoin ETP, it is possible that we nevertheless could face regulatory scrutiny from the SEC or other federal or state agencies due to our bitcoin holdings.

WeIn ~~own~~addition, ~~the~~there ~~trademarks~~has ~~“Ternary D”~~been ~~and~~increasing ~~“OptionsSwing”,~~focus on the ~~domain~~extent ~~names~~to ~~ternarydev.com~~which ~~and~~digital ~~optionsswing.com,~~assets ~~the~~such ~~social~~as ~~media~~bitcoin ~~handle~~can ~~@optionsswing~~be ~~on Instagram,~~used ~~Facebook,~~to ~~TikTok~~launder the proceeds of illegal activities, ~~YouTube~~fund criminal or terrorist activities, ~~and~~or Xcircumvent sanctions regimes, ~~the~~including ~~social~~those ~~media~~sanctions ~~handle~~imposed ~~@TernaryDevelopments~~in onresponse ~~Instagram,~~to the ~~social~~ongoing ~~media~~conflict ~~handle~~between ~~@TernaryDev on~~Russia ~~Facebook,~~and ~~TikTok~~Ukraine. ~~and~~While X,we are implementing and ~~the~~expect ~~Ternary~~to ~~Developments~~maintain policies and ~~OptionsSwing~~procedures ~~Discord~~reasonably ~~servers.~~designed Weto ~~also~~promote ~~own~~compliance ~~The~~with ~~Whop,~~applicable ~~Instagram,~~anti-money ~~TikTok,~~laundering ~~YouTube,~~ and ~~Facebook~~sanctions ~~social~~laws ~~media~~and ~~accounts~~regulations and ~~PayPal~~take ~~and~~care ~~Stripe~~to ~~accounts~~only ~~relating~~acquire bitcoin through entities subject to anti-money laundering regulation and related compliance rules in the ~~Pure~~United ~~Profits~~States, ~~Group~~if ~~Discord~~we are found to have purchased any bitcoin from bad actors that have used bitcoin to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and ~~TikTok~~any ~~Shop~~further ~~services~~transactions or dealings in bitcoin by us may be restricted or prohibited. We may also incur indebtedness or enter into other financial instruments in the future that may be collateralized by our bitcoin holdings.

~~Human~~We ~~Capital~~may pursue strategies to create income streams or otherwise generate funds using our bitcoin holdings. These types of bitcoin-related transactions are the subject of enhanced regulatory oversight. These and any other bitcoin-related transactions that we may enter into, beyond simply acquiring and holding bitcoin, may subject us to additional regulatory compliance requirements and scrutiny, including under federal and state and foreign money services regulations, money transmitter licensing requirements and various commodity and securities laws and regulations. Additional laws, guidance and policies may be issued by domestic and foreign regulators following the filing for Chapter 11 bankruptcy protection by FTX, one of the world’s largest cryptocurrency exchanges, in November 2022. In addition, private actors that are wary of bitcoin or the regulatory concerns associated with bitcoin have in the past taken and may in the future take further actions that may have an adverse effect on our business or the market price of our future securities.

As of March 25, 2025, we had nine full-time employees, one executive consultant, and 41 independent contractors, some of which serve as Discord server moderators, analysts, server developers, customer service, sales, and marketing outreach. None of our personnel are represented by labor unions, and we believe that we have an excellent relationship with everyone who works with us. We operate the Company under remote-first principles.14

~~Seasonality~~The broader digital assets industry in which bitcoin exists is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of bitcoin.

WeA doseries ~~not~~of ~~experience~~recent ~~significant~~high-profile ~~seasonality~~bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry have highlighted the counterparty risks applicable to owning and transacting in digital assets. Such events could adversely impact our ~~sales~~access ~~cycle~~to any bitcoin we acquire and negatively impact the adoption rate and use of bitcoin. Additional bankruptcies, closures, liquidations, regulatory enforcement actions or other events involving participants in the digital assets industry in the future may further negatively impact the adoption rate, price, and use of bitcoin, limit the availability to us of financing collateralized by bitcoin, or create or expose additional counterparty risks.

10Bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin are likely to influence our financial results and the market price of our listed securities.

~~Government~~Our ~~Regulation~~financial results and the market price of our listed securities, would be adversely affected, and our business and financial condition would be negatively impacted, if the price of bitcoin decreased substantially (as it has as recently as January and February 2026), including as a result of:

We•decreased ~~are~~user ~~subject to several laws~~ and ~~regulations that~~investor ~~affect~~confidence ~~companies conducting business on the Internet, many of which are still evolving and could be interpreted~~ in ~~ways that could harm our business. The way existing laws and regulations will be applied to the Internet and how they will relate to our business~~bitcoin, ~~are often unclear. For example, we often cannot be certain how existing laws will apply in the e-commerce and online context,~~ including ~~with respect~~due to ~~such~~the ~~topics~~various asfactors ~~privacy,~~described ~~defamation, pricing, credit card fraud, advertising, taxation, sweepstakes, promotions, content regulation, quality of products and services, and intellectual property ownership and infringement.~~herein;

~~Numerous~~•investment ~~laws~~ and ~~regulatory~~trading ~~schemes have~~activities, ~~been~~such ~~adopted~~as attrading ~~the~~activities ~~national~~of ~~and~~highly ~~state~~active ~~level~~retail inand ~~the~~institutional ~~United States~~users, ~~and in some cases internationally~~speculators, ~~that~~miners ~~have a direct impact on our business~~ and ~~operations. For example:~~investors;

●•actual ~~The~~or ~~Protecting~~expected ~~Americans~~significant ~~from~~dispositions ~~Foreign~~of ~~Adversary~~bitcoin ~~Controlled~~by ~~Applications~~large ~~Act (the “PAFACA Act”) was adopted on April 24~~holders, ~~2024,~~including ~~and~~the ~~bans~~expected ~~social~~liquidation ~~networking~~of ~~services~~digital ~~within~~assets ~~270~~associated towith ~~360~~entities ~~days~~that ifhave ~~they~~filed ~~are~~for ~~determined~~bankruptcy byprotection ~~the~~and ~~president of~~ the ~~United~~transfer ~~States~~ and ~~relevant~~sale ~~provisions~~of tobitcoin beassociated awith ~~“foreign~~significant ~~adversary controlled application”. The definition covers websites and application software~~hacks, ~~including mobile apps. The PAFACA Act explicitly applies to ByteDance Ltd. and its subsidiaries~~seizures, ~~including~~or ~~TikTok~~forfeitures, ~~without~~such as the ~~need~~transfers ~~for~~of ~~additional~~bitcoin ~~determination. It ceases~~ to becreditors ~~applicable~~of ifMt. ~~the~~Gox ~~foreign~~and ~~adversary-controlled~~Bitfinex, ~~application is divested~~ and noliquidation ~~longer~~of ~~considered~~seized toassets beof ~~controlled~~Movie2k byand ~~a foreign adversary of~~ the ~~United~~Silk ~~States.~~Road marketplace;

●•actual ~~The~~or ~~Controlling~~perceived ~~the~~manipulation ~~Assault~~ of ~~Non-Solicited Pornography And Marketing Act, as amended (~~the ~~“CAN-SPAM~~spot ~~Act”),~~or ~~and~~derivative ~~similar~~markets ~~laws adopted by several states, regulate unsolicited commercial emails, create criminal penalties~~ for ~~emails~~bitcoin containing fraudulent headers, and control other abusive online marketing practices. The law also restricts data collection and use in connection with its opt-out process requirements for senders of commercial emails. Similarly, the U.S. Federal Trade Commission (“FTC”) has guidelines that impose responsibilities on us with respect to communications with consumers and impose fines and liability for failure to comply with rules with respect to advertising or ~~marketing~~spot ~~practices~~bitcoin ~~it may deem misleading or deceptive.~~ETPs;

●•negative ~~The~~publicity, ~~federal~~media ~~Telephone~~or ~~Consumer~~social ~~Protection~~media ~~Act~~coverage, ofor ~~1991~~sentiment ~~(“TCPA”)~~due ~~restricts~~to ~~telemarketing~~events ~~and~~in ~~the~~or ~~use~~relating to, or perception of, ~~automated~~bitcoin ~~telephone~~or ~~equipment.~~the ~~The~~broader ~~TCPA~~digital ~~limits~~assets ~~the~~industry, ~~use~~for ofexample, ~~automatic~~(i) ~~dialing~~public ~~systems~~perception that bitcoin can be used as a vehicle to circumvent sanctions, ~~artificial~~including sanctions imposed on Russia or ~~prerecorded~~certain ~~voice~~regions ~~messages,~~related ~~SMS~~to ~~text~~the ~~messages,~~ongoing ~~and~~conflict ~~fax~~between ~~machines.~~Russia Itand ~~also~~Ukraine, ~~applies~~or to ~~unsolicited~~fund ~~text~~criminal ~~messages~~or ~~advertising~~terrorist activities, such as the ~~commercial~~purported ~~availability~~use of ~~goods~~digital orassets ~~services.~~by ~~Additionally,~~Hamas ~~several~~to ~~states~~fund ~~have~~its ~~enacted~~terrorist ~~statutes~~attack ~~that~~against ~~address~~Israel ~~telemarketing.~~in ~~For~~October ~~example,~~2023; ~~some~~(ii) ~~states,~~expected ~~such~~or aspending ~~California~~civil, ~~Illinois~~criminal, ~~and~~regulatory ~~New~~enforcement ~~York,~~or ~~have~~other ~~created do~~high-~~not-call~~profile ~~lists.~~actions ~~Other~~against ~~states~~major participants in the bitcoin ecosystem, ~~such~~including asthe ~~Oregon~~SEC’s ~~and~~enforcement ~~Washington~~actions against Coinbase, ~~have~~Inc. ~~enacted~~and ~~“no~~Binance ~~rebuttal~~Holdings ~~statutes”~~Ltd.; ~~that~~(iii) ~~require~~additional ~~the~~filings ~~telemarketer~~for tobankruptcy ~~end~~protection ~~the~~or ~~call~~bankruptcy ~~when~~proceedings ~~the~~of ~~consumer~~major ~~indicates~~digital ~~that~~asset industry participants, such ~~person~~as isthe ~~not~~bankruptcy ~~interested~~proceeding inof ~~the~~FTX ~~product~~Trading ~~being~~and ~~sold.~~its ~~Restrictions~~affiliates; onand ~~telephone~~(iv) ~~marketing,~~the ~~including~~actual ~~calls~~or ~~and~~perceived ~~text~~environmental ~~messages,~~impact ~~are~~of ~~enforced~~bitcoin byand ~~the~~related ~~FTC~~activities, ~~the~~including ~~Federal~~environmental ~~Communications~~concerns ~~Commission,~~raised ~~states~~by private individuals, governmental and ~~through~~non-governmental ~~the~~organizations, ~~availability~~and ofother ~~statutory~~actors ~~damages~~related ~~and~~to ~~class~~the ~~action~~energy ~~lawsuits~~resources ~~for~~consumed ~~violations~~in of the ~~TCPA.~~bitcoin mining process;

●•changes ~~The~~in ~~Credit~~consumer ~~Card~~preferences ~~Accountability Responsibility~~ and ~~Disclosure~~the ~~Act~~perceived ofvalue 2009, and similar laws and regulations adopted by several states regulate credit card and gift certificate use fairness, including expiration dates and fees. Our business also requires that we comply with payment card industry data security and other standards. We are subject to payment card association operating rules, certification requirements, and rules governing electronic funds transfers, which could change or beprospects reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, or if our data security systems are breached or compromised, we may be liable for card issuing banks’ costs, subject to fines and higher transaction fees, and lose our ability to accept credit and debit card payments from our customers, process electronic funds transfers, or facilitate other types of ~~online payments, and our business and results of operations could be adversely affected.~~bitcoin;

●•competition ~~The~~from ~~Digital~~other ~~Millennium~~digital ~~Copyright~~assets ~~Act~~that ~~provides~~exhibit ~~relief~~better ~~for~~speed, ~~claims~~security, ofscalability, ~~circumvention~~or ofenergy ~~copyright~~efficiency, ~~protected~~that ~~technologies~~feature ~~and~~other ~~includes~~more afavored ~~safe~~characteristics, ~~harbor~~that ~~intended~~are tobacked ~~reduce~~by governments, including the ~~liability~~U.S. ofgovernment, ~~online~~or ~~service~~reserves ~~providers~~of ~~for~~fiat ~~hosting~~currencies, ~~listing,~~ or ~~linking~~that torepresent ~~third-party~~ownership ~~content~~or ~~that~~security ~~infringes~~interests ~~copyrights~~in ofphysical ~~others.~~assets;

●•a ~~The~~decrease ~~Communications~~in ~~Decency~~the ~~Act~~price ~~provides~~of ~~that~~other ~~online~~digital ~~service~~assets, ~~providers~~including ~~will~~stablecoins, ~~not~~or ~~be considered~~ the ~~publisher~~crash or ~~speaker~~unavailability of ~~content~~stablecoins ~~provided~~that byare ~~others~~used as a medium of exchange for bitcoin purchase and sale transactions, such as ~~individuals~~the ~~who~~crash ~~post~~of ~~content~~the onstablecoin anTerra ~~online~~USD ~~service~~in ~~provider’s~~2022, ~~website.~~to the extent the decrease in the price of such other digital assets or the unavailability of such stablecoins may cause a decrease in the price of bitcoin or adversely affect investor confidence in digital assets generally;

●•the ~~The~~identification ~~California~~of ~~Consumer~~Satoshi ~~Privacy Act (“CCPA”)~~Nakamoto, ~~which went into effect on January 1, 2020, provides consumers~~ the ~~right~~pseudonymous toperson ~~know~~or ~~what~~persons ~~personal~~who ~~data~~developed ~~companies collect~~bitcoin, ~~how~~or ~~it is used, and~~ the ~~right~~transfer ~~to access, delete, and opt out~~ of ~~the~~substantial ~~sale~~amounts of ~~their~~bitcoin ~~personal~~from ~~information~~bitcoin towallets ~~third~~attributed parties. It also expands the definition of personal information and gives consumers increased privacy rights and protections for that information. The CCPA also includes special requirements for California consumers under the age of 16. In addition, the European Union and United Kingdom have adopted the General Data Protection Regulation (“GDPR”), which likewise impose significant data protection obligations on enterprises, including limitations on data uses and constraints on certain uses of sensitive data. Effective January 1, 2023, we also became subject to ~~the California Privacy Rights Act (“CPRA”), which expands upon the consumer data use restrictions, penalties and enforcement provisions under the CCPA~~Mr. Nakamoto;

11•developments relating to the bitcoin protocol, including (i) changes to the bitcoin protocol that impact its security, speed, scalability, usability, or value, such as changes to the cryptographic security protocol underpinning the bitcoin blockchain, changes to the maximum number of bitcoin outstanding, changes to the mutability of transactions, changes relating to the size of blockchain blocks, and similar changes, (ii) failures to make upgrades to the bitcoin protocol to adapt to security, technological, legal or other challenges, and (iii) changes to the bitcoin protocol that introduce software bugs, security risks or other elements that adversely affect bitcoin, or disruptions, failures, unavailability, or interruptions in service of trading venues for bitcoin, such as, for example, the announcement by the digital asset exchange FTX Trading that it would freeze withdrawals and transfers from its accounts and subsequent filing for bankruptcy protection and the SEC enforcement action brought against Binance

● Virginia’s Consumer Data Protection Act (“VCDPA”) establishes rights for Virginia consumers to control how companies use individuals’ personal data. The VCDPA dictates how companies must protect personal data in their possession and respond to consumers exercising their rights, as prescribed by the law, regarding such personal data. The VCDPA went into effect on January 1, 2023.15

●Holdings ~~The~~Ltd., ~~Colorado~~which ~~Privacy~~initially ~~Act~~sought ~~(the~~to ~~“CPA”)~~freeze ~~and~~all ~~Connecticut’s~~of Anits ~~Act~~assets ~~Concerning~~during ~~Personal~~the ~~Data~~pendency ~~Privacy~~of ~~and~~the ~~Online~~enforcement ~~Monitoring~~action ~~(“CDPA”),~~and ~~effective~~has assince ofresulted ~~July~~in 1,Binance ~~2023,~~discontinuing ~~are~~all ~~similar~~fiat ~~comprehensive~~deposits ~~consumer~~and ~~privacy~~withdrawals ~~laws~~ in ~~Colorado~~the ~~and~~United ~~Connecticut, respectively~~States.;

●•the ~~Effective~~filing for bankruptcy protection by, liquidation of, or market concerns about the financial viability of digital asset custodians, trading venues, lending platforms, investment funds, or other digital asset industry participants, such as the filing for bankruptcy protection by digital asset trading venues FTX Trading and BlockFi and digital asset lending platforms Celsius Network and Voyager Digital Holdings in 2022, the ordered liquidation of ~~December~~the 31digital asset investment fund Three Arrows Capital in 2022, the announced liquidation of Silvergate Bank in 2023, the ~~Utah~~government-mandated ~~Consumer~~closure ~~Privacy~~and ~~Act~~sale ~~(“UCPA”)~~of ~~regulates~~Signature ~~business~~Bank ~~handling~~in 2023, the placement of ~~consumers’~~Prime ~~personal~~Trust, ~~data~~LLC into receivership following a cease-and-desist order issued by the Nevada Department of Business and Industry in ~~Utah~~2023, and the exit of Binance from the U.S. market as part of its settlement with the Department of Justice and other federal regulatory agencies;

●•regulatory, Inlegislative, ~~addition~~enforcement and judicial actions that adversely affect the price, ownership, transferability, trading volumes, legality or public perception of bitcoin, or that adversely affect the ~~following~~operations ~~other~~of ~~state~~or ~~laws~~otherwise ~~have~~prevent ~~become~~digital ~~effective~~asset custodians, trading venues, lending platforms or ~~will~~other ~~become~~digital ~~effective~~assets ~~within~~industry participants from operating in a manner that allows them to continue to deliver services to the ~~next~~digital 12assets ~~months:~~industry;

o•further ~~The~~reductions ~~Texas~~in ~~Data~~mining ~~Privacy~~rewards ~~and~~of ~~Security~~bitcoin, ~~Act~~including ~~(effective~~due asto ofblock ~~July~~reward 1"halving" events, ~~2024)~~which oare ~~The~~events ~~Oregon~~that ~~Consumer~~occur ~~Privacy~~after ~~Act~~a specific period of time (~~effective~~the asmost recent of ~~July~~which 1,occurred in April 2024) othat ~~The~~either ~~Montana~~reduce ~~Consumer~~the ~~Data~~block ~~Privacy~~reward ~~Act~~earned ~~(effective~~by as“miners” who validate bitcoin transactions, or increase the costs associated with bitcoin mining, including increases in electricity costs and hardware and software used in mining, or new or enhanced regulation or taxation of ~~October~~bitcoin 1mining, ~~2024)~~which could further increase the costs associated with bitcoin mining, any of which may cause a decline in support for the bitcoin network;

●•transaction ~~Effective~~congestion asand offees ~~January~~associated 1,with ~~2025,~~processing ~~the~~transactions ~~Iowa~~on ~~Consumer Privacy Act (“ICPA”),~~ the ~~Delaware~~bitcoin Personal Data Privacy Act (“DPDPA”), the Nebraska Data Privacy Act (“NEDPA”), the New Hampshire Data Privacy Act (“NHDPA”), became comprehensive privacy laws in Iowa, Delaware, Nebraska, and New Hampshire, respectively.network;

●•macroeconomic ~~Effective~~changes, such as changes in the level of ~~January~~interest ~~15,~~rates ~~2025~~and inflation, ~~the~~fiscal ~~New~~and ~~Jersey~~monetary ~~Data~~policies ~~Protection~~of ~~Act~~governments (~~“NJDPA”)~~such ~~became~~as aincreased ~~comprehensive~~or ~~privacy~~decreased ~~law~~fiscal inausterity), ~~New~~trade ~~Jersey.~~restrictions, and fiat currency devaluations;

●•developments ~~Effective~~in asmathematics ofor ~~July 1~~technology, ~~2025,~~including ~~the~~in ~~Minnesota~~digital ~~Consumer~~computing, ~~Data~~algebraic ~~Privacy~~geometry ~~Act~~and ~~(“MCDPA”)~~quantum ~~and~~computing, ~~the~~that ~~Tennessee~~could ~~Information~~result ~~Protection~~in ~~Act~~the ~~(“TIPA”)~~cryptography ~~will~~used ~~become~~by ~~comprehensive~~the ~~privacy~~bitcoin ~~laws~~blockchain inbecoming ~~Minnesota~~insecure ~~and~~or ~~Tennessee,~~ineffective; ~~respectively.~~and

●•changes ~~Effective~~in asnational ofand ~~October~~international 1economic and political conditions, ~~2025~~including, without limitation, federal government policies, trade tariffs and trade disputes, the ~~Maryland~~adverse ~~Online~~impacts ~~Data~~attributable ~~Privacy~~to ~~Act~~the ofcurrent ~~2024~~conflict ~~(“MODPA”)~~between ~~will~~Russia ~~become~~and aUkraine ~~comprehensive~~and ~~privacy~~the ~~law~~economic sanctions adopted in ~~Maryland~~response to the conflict, the Iran conflict, and the broadening of the Israel-Hamas conflict to other countries in the Middle East.

●Bitcoin ~~Effective~~holdings asand ofbitcoin-related ~~January~~products 1,are ~~2026,~~less ~~the~~liquid ~~Indiana~~than ~~Consumer~~cash ~~Data~~and ~~Protection~~cash ~~Act~~equivalents ~~(“ICDPA”), the Kentucky Consumer Data Protection Act (“KCDPA”),~~ and ~~the~~may ~~Rhode~~not ~~Island~~be ~~Data~~able ~~Transparency~~to ~~and~~serve ~~Privacy~~as ~~Protection~~a ~~Act~~source ~~(“RIDTPPA”)~~of ~~will~~liquidity ~~become~~to ~~comprehensive~~the ~~privacy~~same ~~laws~~extent inas ~~Indiana,~~cash ~~Kentucky,~~ and ~~Rhode~~cash ~~Island, respectively~~equivalents.

●Historically, ~~The European Union (~~the ~~“EU”)~~bitcoin ~~General~~market ~~Data~~has ~~Protection~~been ~~Regulation~~characterized ~~(“GDPR”)~~by ~~imposes~~significant ~~stringent~~volatility ~~requirements~~in ~~for~~price, ~~controllers~~limited liquidity and ~~processors~~trading ofvolumes ~~personal~~compared ~~data~~to ofsovereign ~~persons~~currencies inmarkets, ~~the~~relative EUanonymity, ~~including,~~a ~~for~~developing ~~example~~regulatory landscape, ~~more~~potential ~~robust~~susceptibility ~~disclosures~~ to ~~individuals~~market abuse and amanipulation, ~~strengthened~~compliance ~~individual~~and ~~data~~internal ~~rights~~control ~~regime,~~failures ~~shortened~~at ~~timelines~~exchanges, ~~for~~and ~~data~~various ~~breach~~other ~~notifications,~~risks ~~limitations~~inherent onin ~~retention~~its ofentirely ~~information~~electronic, ~~increased~~virtual ~~requirements~~form ~~pertaining~~and todecentralized ~~special~~network. ~~categories~~During times of ~~data~~market instability, ~~and~~Strive ~~additional~~may ~~obligations~~not ~~when~~be weable ~~contract~~to ~~with~~sell ~~third-party~~any ~~processors~~bitcoin init ~~connection~~acquires ~~with~~at ~~the~~favorable ~~processing~~prices ofor ~~the~~at ~~personal data~~all. ~~The~~For ~~GDPR~~example, ~~also~~a ~~imposes~~number ~~strict rules on the transfer~~ of ~~personal~~bitcoin ~~data~~trading ~~out~~venues oftemporarily ~~the~~halted EUdeposits ~~to the United States~~ and ~~other~~withdrawals ~~third~~in ~~countries~~2022. InAs ~~addition~~a result, ~~the~~bitcoin ~~GDPR~~holdings ~~provides~~may ~~that~~not EUbe ~~member~~able ~~states~~to ~~may~~serve ~~make~~as ~~their~~a ~~own~~source ~~further~~of ~~laws~~liquidity ~~and~~to ~~regulations~~the ~~limiting~~same ~~the~~extent ~~processing~~as ofcash ~~personal~~and ~~data~~cash equivalents.

~~The~~Strive ~~GDPR applies extraterritorially, and we~~ may bealso ~~subject~~use toproceeds ~~the GDPR because~~ of ~~our~~future ~~data~~capital ~~processing~~raising activities ~~that involve the personal data of individuals located~~ in ~~the EU,~~part ~~such~~to asacquire ~~in connection with our EU~~bitcoin-~~based~~related ~~students~~products. ~~Failure~~Such tobitcoin-related ~~comply~~products ~~with~~may ~~the~~be ~~requirements~~less ofliquid ~~the~~than ~~GDPR~~bitcoin and ~~the~~are ~~applicable~~subject ~~national data protection laws of the EU member states may result in fines of up~~ to ~~€20~~additional risks,~~000,000~~ orincluding ~~up to 4% of~~ the ~~total~~potential ~~worldwide~~for ~~annual~~higher ~~turnover of~~price ~~the preceding financial year~~volatility, ~~whichever~~counterparty isrisks ~~higher,~~ and ~~other~~reduced ~~administrative~~trading ~~penalties.~~volumes ~~GDPR~~as ~~regulations~~compared ~~may impose additional responsibility and liability in relation~~ to ~~the personal data that we process, and we may be required to put in place additional mechanisms to ensure compliance with the new data protection rules~~bitcoin.

12Further, bitcoin held with our future custodians or transacted with its trade execution partners will not be subject to the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by any unencumbered bitcoin we may hold or otherwise generate funds using our bitcoin holdings, including in particular during times of market instability or when the price of bitcoin has declined significantly. If we are unable to sell any bitcoin we acquire, enter into additional capital raising transactions, including capital raising transactions using bitcoin as collateral, or otherwise generate funds using any future bitcoin holdings, or if we are forced to sell bitcoin at a significant loss, in order to meet its working capital requirements, our business and financial condition could be negatively impacted.

Following the withdrawal of the United Kingdom from the EU and the expiry of the transition period, from January 1, 2021, the United Kingdom Data Protection Act 2018 (“UK GDPR”) retains in large part the GDPR in United Kingdom national law. The UK GDPR mirrors the fines under the GDPR, e.g., we could be fined up to the greater of €20 million/£17.5 million or 4% of global turnover under each regime.16

~~The~~Our ~~federal~~bitcoin ~~U.S.~~strategy ~~Children’s Online~~has ~~Privacy~~not ~~Protection~~been ~~Act~~tested ~~(“COPPA”),~~over ~~the~~a ~~GDPR,~~significant ~~and~~period ~~the UK GDPR impose additional restrictions on the ability~~ of ~~online services~~time toor ~~collect~~under ~~information~~varying ~~from~~market ~~minors~~conditions. ~~In addition, certain states, including Utah and Massachusetts, have laws that impose criminal penalties on the production and distribution of content that is “harmful to a minor.”~~

~~Investment~~We ~~Advisers~~announced ~~Act~~our bitcoin treasury strategy in May 2025 and such strategy, including any underlying alpha-generating strategies such as the acquisition of ~~1940~~bitcoin-related products, including investments in junior tranches of bitcoin-backed credit structures or the acquisition of target companies at a purchase price discount to their book value or cash assets, similar to the strategies of other bitcoin treasury companies with limited operating histories, has not been tested over a significant period of time or under varying market conditions. For example, although we believe bitcoin, due to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of bitcoin declined in recent periods during which the inflation rate increased. In addition, if bitcoin treasury companies including ourselves trade on multiple-of-net-asset-value (“mNAV”) basis of less than 1.00 to 1.00, investor confidence and interest may be negatively impacted. If bitcoin prices were to decrease or our bitcoin treasury strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our listed securities would be materially adversely impacted.

~~Under~~The ~~the~~availability ~~Investment Advisers Act~~ of ~~1940~~spot ~~(the~~ETPs ~~“Investment~~for ~~Advisers Act”),~~bitcoin ~~and~~may ~~the~~adversely ~~rules~~affect ~~adopted under that statute, a person or firm is required to register with~~ the ~~SEC~~market ifprice ~~the~~of ~~person~~our orlisted ~~firm is:~~securities.

●On anJanuary ~~“investment~~10, ~~adviser”~~2024, ~~under~~the ~~Section~~SEC ~~202(a)(11)~~approved the listing and trading of spot bitcoin ETPs, the ~~Investment~~shares ~~Advisers~~of ~~Act;~~which can be sold in public offerings and are traded on U.S. national securities exchanges.

●Investors may choose to purchase shares of a spot bitcoin ETP instead of shares of our Class A Common Stock. They may do so for a variety of reasons, including if they believe that ETPs offer a “pure play” exposure to bitcoin that is generally not ~~excepted~~subject ~~from~~to federal income tax at the ~~definition~~entity level as we are expected to be, or the other risk factors applicable to an operating business, such as our existing operating businesses. Additionally, unlike spot bitcoin ETPs, we (i) will not seek for shares of ~~investment~~our ~~adviser~~Class byA ~~Section~~Common ~~202~~Stock to track the value of the underlying bitcoin we expect to hold before payment of expenses and liabilities, (aii) do not benefit from various exemptions and relief under the Securities Exchange Act of 1934, as amended, including Regulation M, and other securities laws, which enable ETPs to continuously align the value of their shares to the price of the underlying assets they hold through share creation and redemption, (11iii) will be a Nevada corporation rather than a statutory trust, and do not operate pursuant to a trust agreement that would require us to pursue one or more stated investment objectives, and (Aiv) ~~through~~are not required to provide daily transparency as to our bitcoin holdings or our daily net asset value. Furthermore, recommendations by broker-dealers to buy, hold, or sell complex products and non-traditional ETPs or an investment strategy involving such products, may be subject to additional or heightened scrutiny that would not be applicable to broker-dealers making recommendations with respect to our Class A Common Stock. Based on how we may be viewed in the market relative to ETPs, and other vehicles which offer economic exposure to bitcoin, such as bitcoin futures exchange-traded funds (E“ETFs”), ofleveraged bitcoin futures ETFs, and similar vehicles offered on international exchanges, any premium or discount in the ~~Investment~~our ~~Advisers~~Class ~~Act;~~A Common Stock relative to the value of our future bitcoin holdings may increase or decrease in different market conditions.

●As ~~not~~a ~~exempt~~result ~~from~~of ~~SEC~~the ~~registration~~foregoing ~~under~~factors, ~~Section~~availability ~~203(b)~~ of spot ETPs for bitcoin could have a material adverse effect on the ~~Investment~~market ~~Advisers~~price ~~Act;~~of ~~and~~our securities.

●We ~~not~~have ~~prohibited~~an ~~from~~evolving ~~SEC~~business ~~registration~~model byand ~~Section 203A of the Investment Advisers Act~~strategy.

~~Applicable~~Our ~~state~~business ~~laws~~ model has significantly evolved since our inception and we expect it to continue to do so in the future. As digital assets become more widely available, we expect the services and products associated with them to evolve. In order to stay current with the industry, our business model may ~~have~~need ~~similar~~to ~~registration~~evolve ~~requirements~~as well. As a result, from time to time, we may modify aspects of our business model relating to our strategy, including pursuing business opportunities outside of our bitcoin treasury business or additional opportunities in line with our existing businesses. In addition, our bitcoin treasury strategy itself may continue to develop and shift over time, including changes to the scope, timing, structure or implementation of that strategy, or a potential reduction in emphasis on bitcoin-related activities altogether.

~~Subject~~We tohave ~~certain~~also ~~limited exclusions~~recently initiated an alpha investing strategy, ~~Section~~which ~~202(a)(11)~~may ofinclude ~~the~~strategic ~~Investment~~acquisitions. ~~Advisers~~These ~~Act~~investments ~~generally~~carry ~~defines~~unique anrisks ~~“investment~~and ~~adviser”~~may asdiffer ~~any~~significantly ~~person~~from orour ~~firm that:~~historical ~~(1)~~activities. ~~for~~We ~~compensation;~~may ~~(2)~~ultimately isdetermine ~~engaged~~not into proceed with a specific acquisition or to pivot away from the ~~business~~alpha ~~of;~~investing ~~(3)~~strategy ~~providing~~entirely, ~~advice~~including for strategic, ~~making~~operational ~~recommendations~~or regulatory reasons. There can be no assurance that any such investments or acquisitions will be completed or, ~~issuing~~if ~~reports~~completed, that such investments or ~~furnishing analyses~~acquisitions will be completed on ~~securities~~terms favorable to us. In addition, ~~either~~if ~~directly~~we orare ~~through~~able ~~publications.~~to Acomplete ~~person~~such investments or ~~firm~~acquisitions, ~~must~~we ~~satisfy~~may ~~all~~be ~~three~~unable ~~elements~~to successfully monetize any legacy intellectual property or other assets on terms favorable to beus. ~~regulated~~We ~~under~~ may also incur unexpected costs and encounter other challenges in connection with the ~~Investment~~wind-down ~~Advisers~~of ~~Act~~acquired businesses.

~~The~~We ~~SEC’s~~cannot ~~Division of~~offer ~~Investment~~any ~~Management~~assurance ~~construes~~that these ~~elements~~or ~~broadly. For example, with respect to “compensation,” the receipt of~~ any ~~economic~~ ~~benefit suffices. To be deemed compensation, a fee need not be separate from~~ other ~~fees~~modifications ~~charged,~~will ~~it need not~~ be ~~designated~~successful ~~as an~~or ~~advisory~~will ~~fee, and it need~~ not beresult ~~received~~in ~~directly~~harm ~~from a client. With respect~~ to ~~the~~our “business~~” element, an investment advisory business need not be the person’s or firm’s sole or principal business activity~~. ~~Rather,~~These ~~this~~modifications ~~element~~may isincrease ~~satisfied under any of~~ the ~~following~~complexity circumstances: the person or firm holds himself or itself out as an investment adviser or as providing investment advice; the person or firm receives separate or additional compensation for providing advice about securities; or the person or firm typically provides advice about specific securities or specific categories of ~~securities.~~our ~~Finally,~~business aand ~~person~~place orsignificant ~~firm~~strain satisfies the “advice about securities” element if the advice or reports relate to securities. The Division has stated that providing one or more of the following also could satisfy this element: advice about market trends; advice in the form of statistical or historical data (unless the data is no more than an objective report of facts on aour ~~non-selective~~management, ~~basis);~~personnel, ~~advice~~operations, ~~about~~systems, ~~the~~technical ~~selection~~performance, offinancial anresources ~~investment~~and ~~adviser;~~internal ~~advice concerning~~financial ~~the~~control ~~advantages of investing in securities instead of other types of investments;~~ and areporting ~~list~~functions. ofWe ~~securities~~may ~~from which a client can choose, even if the adviser does~~ not ~~make~~be ~~specific~~able ~~recommendations~~to ~~from~~manage ~~the~~growth ~~list.~~effectively, Anwhich ~~employee~~could ofdamage anour ~~SEC-registered investment adviser does not need to register separately~~reputation, solimit ~~long~~our asgrowth ~~all~~and ~~of the employee’s investment advisory activities are within the scope of his employment.~~

One of the statutory exclusions from the definition of “investment adviser” is the “publisher’s exclusion”. Under Section 202(a)(11)(D) of the Investment Advisers Act, “the publisher of any bona fide newspaper, news magazine or business or financial publication of general and regular circulation” is excluded from the “investment adviser” definition. This “publisher’s exclusion” requires that product or service offerings must be: (1) of a general and impersonal nature, in that the research provided is not adapted to any specific portfolio or any client’s particular needs; (2) “bona fide” or genuine, in that it contains disinterested discussion and analysis as opposed to promotional material; and (3) of general and regular circulation, in that it is not timed to specific market activity or to events affecting, or having the ability to affect, the securities industry. The basis for reliance on such exclusion will depend on a facts-and-circumstances analysis.17

~~Certain~~negatively ~~services~~affect ~~provided by~~our ~~the~~operating ~~Company~~results. ~~may~~Further, ~~cause~~we ~~the~~cannot ~~Company~~provide toany ~~meet~~assurance ~~the~~that ~~definition~~we ofwill ~~“investment~~successfully ~~adviser”~~identify inall ~~the~~emerging ~~Investment~~trends ~~Advisers Act~~ and ~~similar state~~growth ~~laws.~~opportunities ~~Under~~within the ~~Investment~~bitcoin ~~Advisers~~treasury ~~Act, an “investment adviser” is defined as a “person who, for compensation, engages in the~~ business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and aswe ~~part~~may oflose aout ~~regular business, issues or promulgates analyses or reports concerning securities.” In particular, certain of the content~~ on ~~the Company’s Discord servers,~~ such ~~as trading diaries posted by the Company’s personnel, and other content available on the Company’s social media channels, may constitute investment advice~~opportunities. InSuch ~~addition,~~circumstances incould ~~general,~~have ~~disclaimers,~~a ~~such~~material asadverse ~~those~~effect ~~included with the Company’s posts~~ on ~~Discord~~our ~~and other social media~~business, do not change the character of the advice provided for Investment Advisers Act purposes. The Company relies on the “publisher’s exclusion” from the definition of “investment adviser” under Section 202(a)(11)(D) of the Investment Advisers Actprospects, asfinancial ~~described~~condition ~~above~~ and asoperating ~~interpreted by legal precedent~~results. ~~We intend at all times to operate our business in a manner as to not become inadvertently subject to the regulatory requirements under the Investment Advisers Act.~~

13Our proposed investments in junior tranches of bitcoin-backed credit structures involve heightened risk and may result in significant losses.

IfAs wepart ~~meet the definition~~ of ~~“investment adviser”~~our inalpha ~~the~~investing ~~Investment Advisers Act~~strategies, ~~and~~we domay ~~not~~acquire ~~meet~~junior ~~the~~or ~~requirements~~equity ~~for~~tranches ~~reliance on the “publisher’s exclusion” from the definition~~ of ~~“investment~~structured ~~adviser”~~pools orbacked ~~another~~by ~~exclusion,~~bitcoin ~~exemption,~~at ordiscounted ~~exception~~levels ~~from~~relative ~~the registration requirements under the Investment Advisers Act, we will have~~ to ~~register as an investment adviser with~~ the ~~SEC~~underlying ~~pursuant to the Investment Advisers Act and potentially with one or more states under similar state laws~~collateral. ~~Registration~~These ~~requirements~~instruments ~~for investment advisers~~ are ~~significant. If~~typically wesubordinated ~~are deemed~~ to besenior antranches ~~investment~~in ~~adviser~~repayment ~~and~~priority ~~are required to register with the SEC~~ and ~~potentially~~therefore ~~one~~carry ora ~~more~~higher ~~states~~risk asof anloss ~~investment adviser,~~in ~~we will become subject to~~ the ~~requirements~~event of ~~the~~adverse ~~Investment~~market ~~Advisers Act and the corresponding state laws~~conditions. ~~The~~There Investment Advisers Act requires: (i) fiduciary duties to clients; (ii) substantive prohibitions and requirements; (iii) contractual requirements; (iv) record-keeping requirements; and (v) administrative oversight by the SEC, primarily by inspection. Requirements and obligations imposed on investment advisers can be ~~burdensome~~no ~~and~~assurance ~~costly. If it is deemed~~ that we ~~are~~will ~~out~~be ofable ~~compliance~~to ~~with~~acquire such ~~rules~~instruments ~~and~~at ~~regulations,~~terms wefavorable ~~may also be subject~~ to ~~civil~~us, ~~and/or~~if ~~criminal~~at ~~penalties~~all. ~~Applicable~~ ~~state~~In ~~laws~~addition, ~~may~~while ~~have~~these ~~similar~~investments ormay ~~additional~~offer ~~requirements.~~the Ifpotential wefor ~~are~~superior ~~required~~risk-adjusted ~~to register under these laws~~returns, weespecially ~~may~~when nopurchased ~~longer~~at bea ~~able~~discount to ~~continue~~par tovalue, ~~offer~~they ~~our~~are ~~investment~~also ~~education~~highly ~~and~~sensitive ~~entertainment~~to ~~services,~~declines ~~which~~in ~~may~~the ~~have~~value ~~a significant~~of ~~adverse~~the ~~impact~~underlying onbitcoin ~~our business and results of operations~~collateral.

~~Corporate~~If ~~History~~we are able to acquire such instruments and ~~Structure~~there is a material decrease in bitcoin market prices or deterioration in the credit performance of the underlying pool, our junior tranche holdings could suffer disproportionately large losses, including full principal impairment. In addition, the market for such instruments may be illiquid, and we may not be able to sell or hedge its exposure on favorable terms. These risks could adversely affect our financial condition, results of operations and the performance of our alpha investing strategies more broadly.

~~Formation~~Failure to effectively manage our growth could place strains on our managerial, operational and ~~Merger~~financial ~~into~~resources ~~Asset~~and ~~Entities Inc~~could adversely affect its business and operating results.

WeOur ~~began~~current ~~our~~and ~~operations~~future ~~as a general partnership on August 1~~growth, ~~2020.~~including ~~Asset~~increases Entities Limited Liability Company, a California limited liability company (“California LLC”), was formed on October 20, 2020 to operate our business. Asset Entities Inc., a Nevada corporation, was incorporated on March 9, 2022. Immediately after the incorporation of Asset Entities Inc., all of the issued and outstanding stock of Asset Entities was purchased by California LLC in ~~exchange for $1.00. On March 28, 2022, in accordance with Sections 17710.01-17710.19, inclusive, of~~ the ~~California~~number ~~Corporation Code and Chapter 92A~~ of ~~the~~our ~~Nevada~~strategic ~~Revised Statutes (the “NRS”)~~relationships, ~~California~~may ~~LLC~~place ~~was merged with and into Asset Entities. As~~ a ~~result~~strain ofon ~~the~~our ~~merger~~managerial, ~~Asset~~operational ~~Entities~~and ~~acquired~~financial ~~the~~resources ~~business of California LLC. Pursuant to the Agreement~~ and ~~Plan of Merger~~systems, ~~the units of California LLC were automatically converted into shares of Asset Entities. in the same proportion~~ as ~~the~~well ~~percentage interests of California LLC represented by such units. As a result and~~ as ~~further provided in the Agreement and Plan of Merger,~~ on ~~March~~our ~~28,~~management ~~2022, Asset Entities Holdings, LLC, a Texas limited liability company (“AEH”), which owned 97~~team.~~56%~~ ofAlthough ~~California~~we ~~LLC’s~~may ~~units,~~not ~~became~~grow ~~the~~as ~~holder of~~we 1expect,~~951,200~~ ~~shares~~if ofwe ~~Class~~fail Ato ~~Common~~manage ~~Stock~~our ofgrowth ~~Asset~~effectively ~~Entities,~~ or ~~97.56%~~to ofdevelop ~~the total issued~~ and ~~outstanding~~expand ~~post-merger~~our ~~shares~~managerial ofoperational ~~common stock~~and offinancial ~~Asset~~resources ~~Entities,~~ and ~~a holder of 2.44% of California LLC’s units became the holder of 48~~systems,~~800~~ ~~shares~~our ofbusiness ~~Class B Common Stock of Asset Entities, or 2.44% of the total issued~~ and ~~outstanding~~financial ~~post-merger~~results ~~shares~~would ofbe ~~common~~materially ~~stock of Asset Entities~~harmed.

~~Capital~~A ~~Structure~~significant decrease in the market value of our bitcoin holdings could adversely affect our ability to satisfy any financial obligations.

~~Under~~As ~~the~~part ~~Company’s~~of ~~Articles~~our ofbitcoin ~~Incorporation~~strategy, as ~~amended~~we ~~(the~~may ~~“Articles~~incur ofindebtedness ~~Incorporation”),~~and weother ~~are~~fixed ~~authorized~~charges. In addition to ~~issue~~the ~~two~~SATA ~~classes~~Stock, ofwe ~~common~~may ~~stock,~~also ~~Class~~issue Aadditional ~~Common~~preferred ~~Stock~~ equity and ~~Class~~other Bsecurities ~~Common~~that ~~Stock~~increase our cash dividend payments. For the year ended December 31, ~~and~~2025, ~~any~~our ~~number~~historical ofoperating ~~classes~~businesses ofdid ~~preferred~~not ~~stock~~generate positive cash flow from operations. ~~Class~~If Aour ~~Common~~historical ~~Stock~~operating isbusinesses ~~entitled~~do tonot ~~ten~~generate ~~votes~~cash ~~per~~flow ~~share~~in onfuture ~~proposals requiring~~periods orsufficient ~~requesting~~to ~~stockholder~~satisfy ~~approval~~our financial obligations, ~~and~~including ~~Class~~any Bfuture ~~Common~~debt ~~Stock~~and iscash ~~entitled~~dividend obligations, we intend to ~~one~~fund ~~vote~~obligations onusing ~~any~~cash ~~such~~flow ~~matter~~generated by equity or debt financings. AOur ~~share~~ability ofto ~~Class~~obtain ~~A Common~~equity ~~Stock~~or debt financing may bein ~~voluntarily~~turn ~~converted~~depend ~~into~~on, aamong ~~share~~other factors, the value of ~~Class~~our Bthen-existing ~~Common~~bitcoin ~~Stock.~~holdings, Ainvestor ~~transfer~~sentiment and the general public perception of bitcoin, our strategy and our value proposition, including as compared to other bitcoin treasury companies. Accordingly, a ~~share~~significant decline in the market value of ~~Class~~our Abitcoin ~~Common~~holdings ~~Stock~~or ~~will~~a ~~result~~ negative shift in ~~its~~these ~~automatic~~other ~~conversion~~factors ~~into~~may acreate ~~share~~liquidity ofand ~~Class~~credit Brisks, ~~Common~~as ~~Stock~~such ~~upon~~a decline or such ~~transfer,~~shifts ~~subject~~may adversely impact our ability to ~~certain~~secure ~~exceptions~~sufficient equity or debt financing to satisfy any future financial obligations, including ~~that~~any future debt and cash dividend obligations. These risks could materialize at times when bitcoin or any bitcoin-related products trade below the ~~transfer~~ ofcarrying avalue ~~share~~on ofour ~~Class~~most Arecent ~~Common~~balance ~~Stock~~sheet toor ~~another~~our ~~holder~~cost ofbasis. ~~Class~~As Awe ~~Common~~have ~~Stock~~limited ~~will~~operating ~~not~~assets, ~~result~~we inmay be required to sell bitcoin or bitcoin-related products to satisfy such ~~automatic~~future ~~conversion~~obligations. ~~Class B~~Any ~~Common~~such ~~Stock~~sale isof ~~not~~bitcoin ~~convertible.~~or ~~Other~~bitcoin-related ~~than~~products asmay tohave ~~voting~~a material adverse effect on our operating results and ~~conversion~~financial ~~rights~~condition, ~~the~~and ~~Company’s~~could ~~Class~~impair Aour ~~Common~~ability ~~Stock~~to ~~and~~secure ~~Class~~additional ~~B Common~~equity ~~Stock~~or ~~have~~debt financing in the ~~same~~future. ~~rights~~Our ~~and~~inability ~~preferences~~to secure additional equity or debt financing in a timely manner, on favorable terms or at all, or to sell our bitcoin in amounts and ~~rank~~at ~~equally~~prices sufficient to satisfy our financial obligations, ~~share~~including ~~ratably~~our debt service and ~~are~~cash ~~identical~~dividend inobligations, ~~all~~could ~~respects~~cause asus to ~~all~~default ~~matters~~under any future debt obligations and have a material adverse effect on our financial condition.

~~Holders~~Our ofproposed ~~the~~bitcoin ~~Series~~strategies Awill ~~Preferred~~expose ~~Stock~~us ~~generally have the right~~ to ~~vote~~risk onof ~~an as~~non-~~converted~~performance basis with the Class B Common Stock, to the extent that such conversion would not cause such holder’s beneficial ownership of Class B Common Stock to exceed 4.99% of the outstanding Class B Common Stock, which may be increased by ~~the holder to up to 9~~counterparties.~~99% upon no fewer than 61 days’ prior notice.~~

14Our proposed bitcoin strategies, including proposed alpha-generating strategies, will expose us to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition and liquidity or for any other reason. For example, our future partners, custodians, or other counterparties might fail to perform in accordance with the terms of our agreements with them, which could result in a loss of bitcoin, a loss of the opportunity to generate funds, or other losses.

AsWe ofanticipate ~~March~~that ~~25, 2025, AEH owns all of the 1,000,000 shares of~~ our ~~outstanding~~primary ~~Class~~counterparty Arisk ~~Common~~with ~~Stock.~~respect ~~The~~to ~~shares~~any ofbitcoin ~~Class~~treasury Astrategy ~~Common~~is ~~Stock~~custodian ~~held~~performance byobligations ~~AEH~~under ~~are~~the ~~controlled~~custody byarrangements ~~its~~we ~~officers~~expect ~~and~~to ~~managers, all~~enter ofinto ~~whom~~in ~~are~~the ~~also some of our officers and directors~~future. AEH also owns 250,000 shares of our Class B Common Stock. There are 13,413,162 shares of Class B Common Stock issued and outstanding as of March 25, 2025. AEH therefore controls 10,250,000 votes, or approximately 42.6% of all voting rights. In addition, our directors and officers collectively hold 260,689 shares of Class B Common Stock. Combining their control of AEH’s shares of Class A ~~Common~~series ~~Stock and Class B Common Stock and their own shares~~ of ~~Class~~recent Bhigh-profile Common Stock, our officers and directors collectively control 10,510,689 votes, or approximately 43.6% of total voting power. Management’s concentrated voting power may limit or preclude the ability of others to influence corporate matters including significant business decisions for the foreseeable future.

~~Organizational Structure~~18

~~The~~bankruptcies, ~~following~~closures, ~~diagram~~liquidations, ~~depicts~~regulatory ~~our~~enforcement ~~organizational~~actions ~~structure~~and asother ofevents ~~March 25~~relating to companies operating in the digital asset industry, ~~2025.~~including ~~This~~the ~~diagram~~filings ~~includes~~for ~~our~~bankruptcy ~~stockholder~~protection ofby ~~Class~~Three AArrows ~~Common~~Capital, ~~Stock~~Celsius Network, ~~stockholders~~Voyager Digital, FTX Trading and Genesis Global Capital, the closure or liquidation of ~~Class~~certain Bfinancial ~~Common~~institutions ~~Stock~~that ~~subject~~provided lending and other services to ~~restrictions on~~the ~~transfer~~digital assets industry, asincluding aSignature ~~group~~Bank and Silvergate Bank, SEC enforcement actions against Coinbase, Inc., Binance Holdings Ltd., and ~~our~~Kraken, ~~public~~the ~~stockholders~~placement of ~~Class~~Prime BTrust, ~~Common~~LLC ~~Stock~~into receivership following a cease-and-desist order issued by Nevada’s Department of Business and Industry, asand the filing and subsequent settlement of a ~~group~~civil fraud lawsuit by the New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group, Inc., ~~The~~and ~~Class~~former Apartner ~~Common~~Gemini ~~Stock~~Trust Company have highlighted the perceived and ~~Class~~actual Bcounterparty ~~Common Stock~~risk ~~holdings~~applicable ofto digital asset ownership and trading. Legal precedent created in these ~~stockholders~~bankruptcy and other proceedings may increase the risk of future rulings adverse to our interests in the event one or more of our future custodians becomes a debtor in a bankruptcy case or is ~~also~~the ~~depicted~~subject of other liquidation, insolvency or similar proceedings.

15While we expect that any of our future custodians will be subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership or similar insolvency proceeding, no assurance can be provided that our custodially held bitcoin will not become part of the custodian’s insolvency estate if one or more of our future custodians enters bankruptcy, receivership or similar insolvency proceedings. Additionally, if we pursue any strategies to create income streams or otherwise generate funds using any future bitcoin holdings, we would become subject to additional counterparty risks.

AsWe may also have additional counterparty exposure with respect to our bitcoin counterparties due to our limited operating history, recent adoption of a bitcoin treasury strategy, limited bitcoin treasury experience, proposed alpha-generating strategies and need to establish new counterparty relationships, including the ~~date~~identification, diligence and establishment of ~~this~~new ~~Annual~~custodial ~~Report~~relationships for future bitcoin purchases. Any significant non-performance by counterparties, including in particular the custodians with which we custody any future bitcoin, could have noa ~~subsidiaries~~material adverse effect on our business, prospects, financial condition, and operating results.

~~Our~~Regulatory ~~principal~~change ~~executive~~reclassifying ~~offices~~bitcoin ~~are~~as ~~located~~a ~~at 100~~security ~~Crescent~~could ~~Ct,~~lead ~~7th~~to ~~Floor, Dallas, TX 75201 and~~ our ~~telephone~~classification ~~number~~as isan ~~(214)~~“investment ~~459-3117.~~company” Weunder ~~maintain~~the aInvestment ~~website~~Company atAct ~~https://www.assetentities.com. Information~~of ~~available~~1940 onand ~~our~~could ~~website~~adversely isaffect ~~not~~the ~~incorporated~~market byprice ~~reference~~of inbitcoin and isthe ~~not~~market ~~deemed~~price ~~a part~~ of ~~this Annual Report. Our fiscal year ends December 31. Neither we nor any of~~ our ~~predecessors~~listed ~~have been in bankruptcy, receivership or any similar proceeding~~securities.

~~ITEM~~Our 1Afuture assets are expected to be in future bitcoin holdings. ~~RISK~~While ~~FACTORS~~senior SEC officials have stated their view that bitcoin is not a “security” for purposes of the federal securities laws, a contrary determination by the SEC could lead to our classification as an “investment company” under the Investment Company Act of 1940, which would subject us to significant additional regulatory controls that could have a material adverse effect on our ability to execute on our bitcoin strategy, and our business and operations and may also require us to substantially change the manner in which we conduct our business. In addition, if bitcoin is determined to constitute a security for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of bitcoin and in turn adversely affect the market price of our listed securities.

AnOur ~~investment~~assets inare, ~~our securities involves a high degree of risk. You should carefully read~~ and ~~consider~~we ~~all~~expect ofour ~~the~~future ~~risks~~assets ~~described~~will ~~below,~~continue ~~together with all of the other information contained or referred~~ to in this Annual Report, before making an investment decision with respect to our securities. If any of the following events occur, our financial condition, business and results of operations (including cash flows) may be ~~materially adversely affected. In that event~~, ~~the~~concentrated ~~market~~in ~~price of our shares could decline, and you could lose all or part of your investment~~bitcoin.

~~Risks~~The ~~Related~~vast tomajority ~~Our~~of ~~Business~~our assets are, and ~~Industry~~we expect our future assets will continue to be, concentrated in bitcoin holdings or bitcoin-related products. The concentration of our assets in bitcoin or bitcoin-related products will limit our ability to mitigate risk that could otherwise be achieved by holding a more diversified portfolio of treasury assets.

WeFuture ~~have~~developments aregarding ~~limited~~the ~~operating~~treatment ~~history,~~of ~~which may~~bitcoin ~~make~~for itU.S. ~~difficult~~and toforeign ~~evaluate~~tax purposes could adversely affect our business, operating results, and ~~prospects~~financial condition.

~~The~~Due ~~Company~~to isthe annew ~~early,~~and ~~startup~~evolving ~~stage~~nature ~~entity with~~of ~~little~~crypto ~~operating~~assets ~~history.~~such ~~The~~as ~~revenue~~bitcoin and ~~income~~the ~~potential~~absence of ~~the~~comprehensive ~~Company’s~~legal ~~business~~ and ~~market~~tax ~~are~~guidance ~~unproven.~~with ~~The~~respect ~~Company’s limited~~to ~~operating~~crypto ~~history~~asset ~~makes~~products ~~an evaluation of the Company~~ and ~~its~~transactions, ~~prospects~~including ~~difficult~~bitcoin and ~~highly~~bitcoin ~~speculative.~~transactions, ~~There~~many ~~can~~significant beaspects noof ~~assurances that:~~the ~~(a)~~U.S. ~~The~~and ~~Company~~foreign ~~will~~tax betreatment ~~able~~of totransactions ~~develop~~involving ~~products~~crypto orassets, ~~services~~such onas athe ~~timely~~purchase and ~~cost~~sale ~~effective~~of ~~basis;~~crypto ~~(b)~~assets, ~~the~~as ~~Company~~well ~~will~~as bethe ~~able to~~provision ~~generate~~of ~~any~~blockchain ~~increase~~rewards inand ~~revenues;~~other ~~(c)~~crypto ~~the~~asset ~~Company~~incentives ~~will~~and ~~have~~rewards ~~adequate~~products, ~~financing~~are oruncertain, ~~resources~~and toit ~~continue~~is ~~operating~~unclear ~~its~~whether, ~~business~~when and to ~~provide~~what ~~services~~guidance tomay ~~customers;~~be ~~(d)~~issued in the ~~Company~~future ~~will~~on ~~earn a profit; (e)~~ the ~~Company~~treatment ~~can~~of ~~raise~~crypto ~~sufficient~~asset ~~capital~~transactions tofor ~~support~~U.S. ~~operations by~~and ~~attaining~~foreign ~~profitability;~~tax ~~or (f) the Company can satisfy future liabilities~~purposes.

~~The~~In ~~Company~~2014, the IRS released Notice 2014-21, discussing certain aspects of “virtual currency” for U.S. federal income tax purposes and, in particular, stating that such virtual currency (i) is “property,” (ii) is not “currency” for purposes of the rules relating to foreign currency gain or loss, and (iii) may ~~experience~~be ~~negative~~held ~~cash flow~~as a capital asset. From time to time, the IRS has released other guidance relating to the tax treatment of virtual currency or crypto assets reflecting the IRS’s position on certain issues. The IRS has not addressed many other significant aspects of the U.S. federal income tax treatment of crypto assets and related transactions.

We had a net loss for the years ended December 31, 2024 and 2023. The Company intends to increase expenditures to develop its business and, as a result, may continue to incur losses. There can be no assurance that the Company will achieve significant revenues or profitability. There can be no assurance that the Company will be able to raise additional capital on acceptable terms and conditions, if at all. In the event the Company does achieve rapid sales growth and raise additional capital to fund its current liabilities and burn rate, there is a risk that the Company could fail. There can be no assurances that the Company will be able to retain or attract qualified personnel if it is not able to get to profitability in the foreseeable future.19

~~The~~There ~~Company~~continues ~~may~~to ~~need~~be uncertainty with respect to ~~raise~~the ~~additional capital~~timing, character, and amount of income inclusions for various crypto asset transactions including, but not limited to, ~~support~~lending ~~its~~and ~~operations~~borrowing crypto assets and other crypto asset incentives and products that we expect to offer. Because of the rapidly evolving nature of crypto asset innovations and the increasing variety and complexity of crypto asset transactions and products, it is possible the IRS and various U.S. states may disagree with our future treatment of certain crypto asset offerings for U.S. and state tax purposes. Similar uncertainties exist in the foreign markets in which we expect to operate with respect to direct and indirect taxes, and these uncertainties and potential adverse interpretations of tax law could impact the amount of tax we are required to pay.

~~The~~There ~~Company~~can ~~may~~be ~~need~~no toassurance ~~procure~~that ~~additional~~the ~~financing over time~~IRS, ~~the~~U.S. ~~amount~~state ~~and~~revenue ~~timing~~agencies, ofor ~~which~~foreign ~~will~~tax ~~depend~~authorities onwill anot ~~number~~alter oftheir ~~factors,~~respective ~~including~~positions ~~the~~with ~~pace~~respect ofto ~~expansion~~crypto ofassets in the ~~Company’s~~future ~~opportunities and~~or ~~customer~~that ~~base,~~a ~~the~~court ~~scope~~would ofuphold ~~service~~the ~~development~~treatment toset beforth ~~undertaken~~in byexisting ~~the~~positions. ~~Company,~~It ~~the~~also ~~need~~is tounclear ~~respond~~what toadditional ~~customer~~tax ~~needs~~authority ~~for~~positions, ~~improvement of service offerings~~regulations, ~~the~~or ~~services~~legislation ~~offered~~may ~~and~~be ~~development~~issued ~~efforts,~~in the ~~cash~~future ~~flow~~on ~~generated by its operations,~~ the ~~extent~~treatment of ~~losses,~~existing ~~if any~~crypto ~~with~~asset ~~respect~~transactions toand ~~matters~~future ~~identified~~crypto asasset ~~risk~~innovations ~~factors~~under ~~herein~~U.S. ~~and~~federal, ~~the~~U.S. ~~extent~~state, ~~of other unanticipated areas~~ or ~~amounts~~foreign oftax ~~expenditure~~law. ~~The Company~~Any ~~cannot~~such ~~fully~~developments ~~predict~~could ~~the~~result ~~extent~~in toadverse ~~which~~tax itconsequences ~~will~~for ~~require~~holders ~~additional~~of ~~financing.~~crypto ~~There~~assets ~~can~~and becould nohave ~~assurance~~an ~~regarding~~adverse ~~the~~effect ~~availability or~~on ~~terms~~the value of ~~additional~~crypto ~~financing~~assets and the ~~Company~~broader ~~may~~crypto beasset ~~able to procure over time~~markets. ~~Any~~Future ~~new~~technological ~~investor~~and ~~may~~operational ~~require~~developments that ~~any~~may ~~future~~arise ~~debt~~with ~~financing or~~respect ~~issuance~~to ofcrypto ~~preferred~~assets ~~equity~~may byincrease the ~~Company~~uncertainty ~~could~~with berespect ~~senior~~ to the ~~rights~~treatment of ~~stockholders,~~crypto ~~and~~assets ~~any~~for ~~future~~U.S. ~~issuance~~and offoreign ~~equity~~tax ~~could result~~purposes. inThe ~~the~~uncertainty ~~dilution~~regarding tax treatment of ~~the~~crypto ~~value~~asset oftransactions could impact our ~~shares~~business.

~~The~~Bitcoin ~~Company~~does ~~may~~not ~~incur~~pay ~~significant~~interest ~~losses, and~~or ~~there can be no assurance that the Company will ever become a profitable business~~dividends.

WeBitcoin ~~had~~does anot ~~net loss for the years ended December 31, 2024~~ and ~~2023.~~bitcoin-related Itproducts ~~is anticipated that the Company~~ may ~~continue~~not todirectly ~~sustain~~pay ~~operating~~interest ~~losses. Its ability to become and/~~or ~~remain~~other ~~profitable depends~~returns. inEven ~~material~~if ~~part~~we onpursue ~~success~~any insuch ~~growing~~strategies, ~~and~~we ~~expanding~~may ~~the Company’s products and services. There can~~ be nounable ~~assurance~~to ~~that this~~create ~~will~~income ~~occur.~~streams ~~Unanticipated problems and expenses often encountered in offering new and unique products~~ or ~~services~~otherwise ~~may~~generate ~~impact~~cash ~~whether the~~from ~~Company~~our isbitcoin ~~successful. Furthermore~~holdings, ~~the Company may encounter substantial unexpected expenses related to development, technological changes, marketing, insurance, legal or regulatory requirements~~ and ~~changes~~any to such ~~requirements~~strategies ormay ~~other~~subject ~~unforeseen~~us ~~difficulties.~~and ~~There can~~holders ~~be no assurance that the Company will become or remain profitable. If the Company sustains losses over a period~~ of ~~time,~~our itsecurities ~~may be unable~~ to ~~continue~~additional ~~in business~~risks.

16We will require significant additional capital to support our bitcoin treasury strategy and existing businesses, and this capital might not be available on favorable terms, or at all.

~~The~~We ~~Company’s~~have funded our operations since inception primarily through equity financings. We do not expect that our cash flows from operations will fund our bitcoin treasury strategy or other strategic alternatives, which are capital-intensive and may require substantial funding over time. We also intend to continue to make investments in our existing businesses, which may require us to secure additional funds. We may address our capital needs through future ~~revenue~~equity or debt financings, which may include at-the-market offerings, preferred stock issuances and ~~operating results~~fixed ~~are~~income ~~unpredictable~~financings, issuances of equity in exchange for bitcoin or bitcoin-related products, or credit arrangements. Additional financing may not be available on terms favorable to us, if at all, including due to general macroeconomic conditions, bitcoin market conditions and any disruptions in the bitcoin market, competition from other bitcoin treasury companies or alternate investments, instability in the global banking system, increasing regulatory uncertainty and scrutiny or other unforeseen factors. Any future equity or debt offerings, issuances or credit arrangements may ~~fluctuate~~be ~~significantly~~on unfavorable terms or terms that may not be acceptable to us. If we incur indebtedness to finance our existing businesses or treasury strategy, the debt holders would have rights senior to holders of our Class A and Class B Common Stock, to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. Furthermore, we have authorized the issuance of “blank check” preferred stock that our board of directors could use to, among other things, implement a stockholder rights plan, or issue other shares of preferred stock. If we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our currently authorized and issued common stock. The trading prices for our Class A Common Stock may be highly volatile, which may reduce our ability to access capital on favorable terms or at all. In addition, a slowdown or other sustained adverse downturn in the general economic or crypto asset markets could adversely affect our business and the value of our shares of Class A Common Stock. Because our decision to raise capital in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of securities. As a result, our stockholders will bear the risk of future issuances of debt or equity securities reducing the value of their common stock and diluting their interests.

WeAdverse had a net loss for the years ended December 31, 2024 and 2023. It is difficult to accurately forecast the Company’s revenues and operating results, and they could continue to fluctuate in the future due to a number of factors. These factors may include: Acceptance of the Company’s products and services; the amount and timing of operating costs and capital expenditures; competition from other market venues or services that may reduce market share and create pricing pressure; and adverse changes in general economic, ~~industry and regulatory~~ conditions ~~and~~could ~~requirements.~~adversely ~~The~~affect ~~Company’s operating~~our ~~results may fluctuate from year to year due to the factors listed above, others described in Part II Item 7~~business. ~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, or not listed. At times, these fluctuations may be significant.~~

IfOur weperformance ~~are~~is ~~unable~~subject to ~~maintain~~general ~~our~~economic ~~good~~conditions, ~~standing~~ and their impact on the crypto asset markets. The United States and other key international economies have experienced cyclical downturns from time to time in which economic activity declined resulting in lower consumption rates, restricted credit, reduced profitability, weaknesses in financial markets, bankruptcies, and overall uncertainty with respect to the ~~social~~economy. ~~media~~Adverse ~~platforms~~general ~~where~~economic weconditions ~~operate~~have impacted in the past, ~~our~~and ~~business~~may ~~will~~impact ~~suffer~~in the future, the cryptoeconomy, although the extent of such impacts remains uncertain and dependent on a variety of factors, including market adoption of crypto assets, global trends in the cryptoeconomy, central bank monetary policies, instability in the global banking system, volatility and disruptions in the capital and credit markets, and other events beyond our control. Geopolitical developments, such as trade wars and foreign exchange limitations, can also increase the severity and levels of unpredictability globally and increase the volatility of

We expect to generate substantially all of our revenue through social media, marketing agreements, and performing services in connection with social media platforms. Any deterioration in our relationship with these social media platforms would harm our business. We will be subject to Discord’s, TikTok’s, Instagram’s, YouTube’s, X’s, Apple’s and Google’s standard terms and conditions, which govern the promotion, distribution and operation of the various aspects of the operations of the Company. In particular, without being able to use TikTok and other dominant social media as platforms for our social influencers to disseminate marketing and other content, we may not succeed. In July 2021, our co-founder, Executive Vice-Chairman and Chief Marketing Officer, Kyle Fairbanks, was temporarily banned from TikTok for posting a comment that TikTok had determined had violated its terms of service. Although Mr. Fairbanks’s comment was about the Robinhood/GameStop meme stock phenomenon and Mr. Fairbanks believed that he was merely “looking out for the little guy” when he posted the comment in support of the retail investors, TikTok imposed a temporary ban on Mr. Fairbanks. Although TikTok subsequently lifted its ban on Mr. Fairbanks and Mr. Fairbanks has not experienced similar issues since the incident, there is no assurance that TikTok or any other service will permit our key influencers like Mr. Fairbanks from using their services in the future.20

~~Our~~global financial and crypto asset markets. For example, in the past the capital and credit markets have experienced extreme volatility and disruptions, resulting in steep declines in the value of crypto assets. To the extent general economic conditions and crypto assets markets materially deteriorate or decline for a prolonged period, our business, ~~would~~operating ~~also~~results and financial condition could be ~~harmed~~adversely affected. Moreover, even if: general economic conditions were to improve following any such deterioration, there is no guarantee that the cryptoeconomy would similarly improve.

●The ~~Discord,~~nature ~~TikTok,~~of ~~Instagram,~~our ~~YouTube,~~business X,requires ~~Apple,~~the ~~Google,~~application orof ~~other~~complex ~~social~~financial ~~media~~accounting ~~companies~~rules, ~~whose~~and ~~services~~there weis ~~use~~limited toguidance ~~market~~from ~~our~~accounting ~~services,~~standard ~~establish~~setting ~~terms~~bodies oron ~~conditions~~certain ~~which~~topics. ~~have~~If ~~the~~financial ~~effect~~accounting ofstandards ~~discontinuing~~undergo orsignificant ~~limiting~~changes, our ~~access~~operating toresults ~~their~~could ~~platforms;~~fluctuate.

●The ~~These~~accounting ~~companies~~rules ~~modify~~and ~~their~~regulations ~~terms~~that ofwe ~~service~~must comply with, or ~~other~~is ~~policies~~expected to be required to comply with in the future, ~~including~~are ~~fees~~complex ~~charged~~and subject to interpretation by the FASB, orthe SEC, and various other ~~restrictions~~bodies formed to promulgate and interpret appropriate accounting principles. Recent actions and public comments from the FASB and the SEC have focused on the integrity of financial reporting and internal controls and many companies’ accounting policies are being subjected to heightened scrutiny by regulators and the public. Further, there has been limited precedent for the financial accounting of crypto assets and related valuation and revenue recognition. Moreover, a change ~~how~~in these principles or interpretations could have a significant effect on our reported financial results. For example, in December 2023, the ~~personal~~FASB ~~information~~issued Accounting Standards Update No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (ASU 2023-08): Accounting for and Disclosure of ~~its~~Crypto ~~users~~Assets, iswhich ~~made~~represents ~~available~~a onsignificant ~~their~~change ~~respective~~in ~~platforms~~how orentities ~~shared~~that byhold ~~users;~~crypto orassets will account for certain of those holdings.

●Uncertainties ~~These~~in ~~companies~~or ~~develop~~changes ~~their~~to ~~own~~regulatory ~~competitive~~or ~~offerings~~financial accounting standards could result in the need to change our accounting methods and may retroactively affect previously reported results and impair our ability to provide timely and accurate financial information, which could adversely affect our financial statements, result in a loss of investor confidence, and our business, operating results, and financial condition.

InIf ~~addition,~~we ~~these~~or ~~companies~~our ~~have~~third-party ~~broad~~service ~~discretion to~~providers ~~change~~experience ~~their~~a ~~terms~~security ofbreach ~~service~~or cyberattack and ~~other~~unauthorized ~~policies~~parties ~~with~~obtain ~~respect~~access to usour bitcoin holdings, ~~and~~or ~~those~~if ~~changes~~our ~~may~~private bekeys ~~unfavorable~~are tolost ~~us.~~or ~~Any~~destroyed, ~~such~~or ~~changes~~other ~~in the~~similar ~~future~~circumstances ~~could~~or ~~significantly~~events ~~alter~~occur, ~~how~~we ~~users~~may ~~experience~~lose ~~our~~some ~~product~~or ~~and~~all ~~services~~of ~~and~~our ~~interact~~bitcoin ~~with~~and our ~~application~~financial orcondition inand ~~our~~results ~~community, which~~of ~~may~~operations ~~harm~~could ~~our~~be ~~business~~materially adversely affected.

~~The~~We ~~regulation~~expect that substantially all of ~~social~~the ~~media~~bitcoin we will acquire will be held in custody accounts at U.S.-based institutional-grade digital asset custodians. Our custodial services contracts are not expected to restrict our ability to reallocate our bitcoin among our custodians, and ~~the~~our ~~ban~~bitcoin holdings may be concentrated with a single custodian from time to time. Security breaches and cyberattacks are of ~~TikTok~~particular inconcern with respect to bitcoin. Bitcoin and other blockchain-based cryptocurrencies and the ~~United~~entities ~~States~~that provide services to participants in ~~particular~~the bitcoin ecosystem have been, and may ~~threaten~~in ~~our~~the ~~ability~~future be, subject to ~~market~~security breaches, cyberattacks, or other malicious activities. For example, in October 2021 it was reported that hackers exploited a flaw in the account recovery process and ~~promote~~stole ~~our~~from ~~services~~the ~~effectively~~accounts of at least 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase reimbursed affected customers. Similarly, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers.

AsA ~~laws~~successful ~~and~~security ~~regulations~~breach ~~and public opinion rapidly evolve to govern the use of social media platforms, our ability to use certain platforms, including TikTok in particular, as marketing tools may become limited, restricted~~ or ~~more~~cyberattack ~~expensive or complicated, which~~ could ~~adversely~~result ~~impact our business and operating results. On April 24, 2024, President Biden signed into law the PAFACA Act requiring TikTok’s parent company to sell TikTok by January 19, 2025 or face a total ban~~ in the United States. On January 20, 2025, President Trump instructed the Attorney General of the United States not to take any action to enforce the PAFACA Act for a period of 75 days. There can be no assurance that TikTok’s parent company will sell TikTok to a non-Chinese owner or that the PAFACA Act will not be enforced.:

~~Our~~•a ~~business~~partial ~~has~~or ~~relied~~total onloss ~~the ability~~ of our ~~social~~ ~~influencers~~bitcoin ~~to use social media~~ in ~~general, and TikTok in particular, to reach its target consumers. We have also expended resources to acquire assets such as the TikTok Money Machine and use our status as~~ a ~~TikTok~~manner ~~Shop~~that ~~Partner~~may tonot ~~expand~~be ~~our~~covered ~~services and generate revenues. The loss of access to these platforms~~ by ~~these~~insurance ~~consumers due to the PAFACA Act~~ or ~~other legal restrictions, could threaten our ability to market and promote our services effectively and cause material adverse effects to our business prospects. In addition,~~ the ~~failure by~~liability ~~us,~~provisions ~~our employees, our network~~ of ~~social~~the ~~media~~custody ~~influencers,~~agreements orwith ~~third parties acting at our direction to abide by applicable laws and regulations in~~ the ~~use~~custodians ofwho ~~social~~will ~~media~~hold platforms or otherwise, including intellectual property laws and tax reporting and compliance requirements, could subject us to regulatory investigations, class action lawsuits, liability, taxes, fines or other penalties and have a material adverse effect on our ~~business, financial condition and operating results.~~bitcoin;

17•harm to our reputation and brand;

~~Risks~~•improper ~~relating~~disclosure toof ~~the~~data ~~blockchain, cryptocurrencies,~~ and ~~NFT~~violations ~~industries~~of ~~may~~applicable ~~cause~~data ~~material~~privacy ~~adverse~~and ~~effects~~other onlaws; ~~our business operations.~~or

There are a number of unique risks to investments in digital assets such as cryptocurrencies and NFTs which use blockchain technologies in retail and commercial marketplaces. Currently, there is a relatively limited use for such digital assets. Moreover, the regulations governing such assets and underlying blockchain technologies are at present limited and have not prevented •significant ~~and~~regulatory ~~sudden losses in the value of such assets. We believe that these and other risks have contributed to the price volatility of these assets. If~~scrutiny, ~~due to the unique risks of these types of assets~~investigations, ~~any of our paying subscribers or other members or followers believe that our education and entertainment services relating to these industries have caused them to incur losses on their investments~~fines, ~~we may lose or fail to expand our Discord paying subscriber base and related revenues~~penalties, and be ~~unable to sustain or gain credibility with~~ other ~~current and potential social media followers~~legal, ~~which may have a material adverse effect on our business~~regulatory, ~~results~~contractual ofand ~~operations,~~ financial ~~condition and cash flow, as well as require additional resources to rebuild our brand and reputation~~exposure.

IfSimilar ~~demand~~risks ~~for~~will ~~our~~apply ~~services~~to ~~does~~bitcoin ~~not~~underlying ~~develop as~~any ~~expected,~~bitcoin-related ~~our~~products ~~projected~~we ~~revenues~~may acquire in the future, and ~~profits~~with ~~will~~respect beto ~~affected~~our historical operating businesses.

~~Our~~We ~~future~~expect ~~profits~~that ~~are~~any ~~influenced~~insurance byagreements ~~many~~we ~~factors, including~~enter ~~economics,~~into ~~technology~~with ~~advancements,~~respect ~~and~~to ~~world~~losses ~~events~~of ~~and~~our ~~changing~~bitcoin ~~customer~~holdings ~~preferences.~~will Wecover ~~believe~~only ~~that~~a ~~the~~small ~~markets~~fraction ~~for~~of ~~our services~~the ~~will~~value ~~continue~~of tothe ~~grow,~~entirety ~~that~~of ~~we will be successful in marketing~~ our ~~services~~future inbitcoin ~~these~~holdings, ~~markets.~~and Ifthere ~~our~~can ~~expectations~~be asno toguarantee ~~the~~that ~~size of~~such ~~these~~insurance ~~markets~~will ~~and~~be ~~our~~maintained ~~ability~~as topart ~~sell~~of ~~our~~the ~~products~~custodial ~~and~~ services inwe ~~this~~enter ~~market~~into ~~are~~or ~~not~~that ~~correct,~~such ~~our~~coverage ~~revenue~~will ~~may~~cover ~~not~~losses ~~materialize~~with ~~and our~~respect ~~business~~to ~~will~~our ~~be adversely affected~~bitcoin.

~~The~~Further, ~~Company~~any ~~will~~actual beor ~~subject~~perceived todata ~~risk~~security ~~associated~~ breach or cybersecurity attack directed at other companies with ~~the~~digital ~~development~~assets or companies that operate digital asset networks, regardless of ~~new~~whether ~~products~~we orare ~~services.~~directly impacted, could lead to a

The Company’s business objectives contemplate ongoing development of new processes, products, services and applications. There can be no assurance that the Company will have sufficient funds available to fund any of these projects or that the projects will be completed on time or within budget. It is likely that certain, if not many, of the aspects of the business objectives will not proceed as contemplated.21

~~The~~general ~~Company~~loss ~~may~~of ~~not~~confidence bein ~~able~~the tobroader ~~create~~Bitcoin ~~and maintain~~blockchain aecosystem ~~competitive~~or ~~advantage,~~in ~~given~~ the ~~rapid~~use ~~technological~~of ~~and~~the ~~other~~Bitcoin ~~competitive~~network ~~changes~~to ~~affecting~~conduct ~~all~~financial ~~markets~~transactions, ~~nationally~~which ~~and~~could ~~worldwide. The~~negatively ~~Company’s~~impact ~~success will depend on its ability to keep pace with any such changes~~us.

~~The~~In ~~potential~~addition, ~~markets~~bitcoin ~~for~~is ~~the~~controllable ~~Company’s products~~only ~~and~~by ~~services~~the ~~are~~possessor ~~characterized~~of byboth ~~rapidly~~the ~~changing~~unique ~~technology,~~public ~~evolving~~key ~~industry~~and ~~standards,~~private ~~frequent~~key(s) ~~enhancements~~relating to ~~existing services,~~ the ~~introduction~~local ofor ~~new~~online ~~services~~digital ~~and~~wallet ~~products,~~in ~~and~~which ~~changing~~the ~~customer~~bitcoin ~~demands~~is held. ~~The~~While ~~Company’s~~the ~~success~~Bitcoin ~~could~~blockchain ~~depend~~ledger onrequires ~~the Company’s~~a ~~ability~~public key relating to ~~respond~~a digital wallet to ~~changing~~be ~~standards~~published ~~and~~when ~~technologies~~used onin a ~~timely~~transaction, private keys must be safeguarded and ~~cost-effective~~kept ~~basis~~private in order to prevent a third party from accessing the bitcoin held in such wallet. InTo ~~addition~~the extent the private key(s) for a digital wallet are lost, ~~any~~destroyed, ~~failure by~~or otherwise compromised and no backup of the ~~Company~~private tokey(s) ~~anticipate~~is oraccessible, ~~respond~~neither ~~adequately~~we nor our custodians will be able to ~~changes~~access the bitcoin held in ~~technology~~the ~~and~~related ~~customer~~digital ~~preferences~~wallet. ~~could~~Furthermore, ~~have~~Strive acannot ~~material~~provide ~~adverse~~assurance ~~effect on~~that its ~~financial~~digital ~~condition~~wallets, ~~operating~~nor ~~results~~the digital wallets of our custodians held on our behalf, will not be compromised as a result of a cyberattack. The bitcoin and ~~cash~~blockchain ~~flow~~ledger, as well as other digital assets and blockchain technologies, have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.

Attacks upon systems across a variety of industries, including industries related to bitcoin and financial services, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The ~~technology~~techniques ~~area~~used isto ~~subject~~obtain unauthorized, improper or illegal access to ~~rapid change~~systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and ~~there~~often are ~~risks~~not ~~associated~~recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. In 2025, we have not identified any cybersecurity threats or incidents, including those resulting from any previous cybersecurity incidents, that have materially affected, or, to our knowledge, are reasonably likely to materially affect, us or our business strategy, results of operations or financial condition. However, we may, in the future, experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, we expect that unauthorized parties will attempt to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements. The risk of cyberattacks could also be increased by cyberwarfare in connection with ~~new~~the ~~products~~ongoing Russia-Ukraine and ~~services~~Israel-Hamas conflicts, or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of our operations or those of others in the bitcoin or financial services industries, including third-party services on which we rely, could materially and adversely affect our financial condition and results of operations.

~~Software-driven~~If ~~products~~we ~~and services~~ are ~~characterized by~~unable ~~rapidly changing technology. The Company’s products and services may require continual improvement in order~~ to ~~satisfy~~recruit the demand by the Company’s customers for new features and capabilities. The Company’s future success will depend upon its ability to introduce products and services and to add new features and enhancements that keep pace with technological and market developments. The development of new services and products and the enhancement of existing services and products entail significant technical risks. There can be no assurance that the Company will be successful in (i) developing, maintaining and improving one or ~~more~~retain ~~products;~~skilled ~~(ii) effectively using new technologies; (iii) adapting its services and products to emerging industry standards; or (iv) developing~~personnel, ~~introducing and marketing service and product enhancements~~ or ~~new~~if ~~services~~we ~~and~~lose ~~products. Furthermore, there can be no assurance that~~ the ~~Company will not experience difficulties that could delay or prevent the successful development, introduction or marketing of these~~ services ~~and products, or that its new service and product enhancements will adequately satisfy the requirements~~ of ~~the~~Matthew ~~marketplace and achieve market acceptance. If the Company is unable~~Cole, ~~for~~our ~~technical or other reasons~~business, tooperating ~~develop and introduce new services and products or enhancements of existing services and products in a timely manner in response to changing market conditions or customer requirements~~results, ~~or if new services~~ and ~~products do not achieve market acceptance, the Company’s business, results of operations or~~ financial condition could be materially ~~and~~ adversely affected.

18Our future success depends on our continuing ability to attract, train, assimilate, and retain highly skilled personnel. There has historically been significant competition for qualified employees in the technology industry, and such competition may be further amplified by evolving restrictions on immigration, travel, or availability of visas for skilled technology workers. We may not be able to retain our current key employees or attract, train, assimilate, and retain other highly skilled personnel in the future, particularly at times when we undergo significant headcount reductions. Our future success also depends in large part on the continued service of Matthew Cole. If we were unable to attract, train, assimilate, and retain the highly skilled personnel we need, or we were to lose the services of Matthew Cole, our business, operating results, and financial condition could be materially adversely affected.

IfWe ~~our~~may ~~paying~~be ~~subscribers~~subject ~~are~~to ~~not~~material ~~satisfied with~~litigation, ~~our~~including ~~Discord~~individual ~~subscription~~and ~~services,~~class weaction ~~may~~lawsuits, ~~face~~as ~~additional~~well ~~cost,~~as ~~loss~~investigations ofand ~~profit~~enforcement ~~opportunities,~~actions ~~damage~~by toregulators ~~our~~and ~~reputation,~~governmental ~~or legal liability~~authorities.

We ~~depend,~~may tofrom atime ~~large~~to ~~extent,~~time onbecome ~~our~~subject ~~relationships with~~to ~~our~~claims, ~~Discord servers’ paying subscribers~~arbitrations, ~~and~~individual ~~our reputation for high-quality education~~ and ~~entertainment~~class ~~material.~~action ~~If a paying subscriber is not satisfied with our services~~lawsuits, itgovernment ~~could cause us to incur additional costs~~ and ~~impair~~regulatory ~~profitability~~investigations, ~~loss of the paying subscriber relationship~~inquiries, actions or ~~legal liability. For example~~requests, ~~although~~including wewith ~~prominently~~respect ~~warn~~to ~~paying~~employment ~~subscribers~~matters, and ~~all~~ other ~~members~~proceedings ~~that~~alleging ~~our investment~~violations ~~education~~of ~~and entertainment content should not be relied upon for making investment decisions~~laws, arules ~~paying subscriber may claim that they suffered losses due to reliance on our investment education~~ and ~~entertainment content~~regulations, ~~which~~both ~~poses~~foreign ~~risks of liability exposure~~ and ~~costs of defense and increased insurance premiums~~domestic. ~~Many~~The ofscope, ~~our~~determination ~~paying subscribers~~ and ~~other~~impact ~~members actively share information among themselves about the quality~~ of ~~service~~claims, ~~they~~lawsuits, ~~receive~~government ~~from~~and ~~us.~~regulatory ~~Accordingly~~investigations, ~~the~~enforcement ~~perception~~actions, ofdisputes ~~poor~~and ~~service~~proceedings byto ~~any~~which ~~paying~~we ~~subscriber~~are ~~or other~~subject ~~member~~cannot ~~may~~be ~~negatively~~predicted ~~impact our relationships~~ with ~~multiple~~certainty, ~~other~~and ~~paying~~may ~~subscribers~~result ~~or other members.~~in:

~~Our~~•substantial ~~services~~payments ~~are based in a new and unproved market and are subject~~ to ~~the~~satisfy ~~risks~~judgments, offines ~~failure~~or ~~inherent in the development of new products and services.~~ penalties;

~~Because~~•substantial ~~the~~outside ~~Company’s~~counsel ~~business~~legal isfees ~~based on~~and ~~new technologies, we are subject to risks of failure that are particular to new technologies, including the possibility that:~~costs;

●•additional ~~our~~compliance ~~new~~and ~~approach~~licensure ~~will not result in any products or services that gain market acceptance~~requirements;

●•loss ~~the~~or ~~Company’s~~non-renewal ~~services~~of ~~could~~existing belicenses ~~restricted~~or authorizations, or prohibition from or delays in obtaining additional licenses or authorizations, required for our business;

~~● proprietary rights of third parties may preclude us from marketing our new product and services; or~~22

●•loss ~~third~~of ~~parties~~productivity ~~may~~and ~~market~~high ~~superior~~demands oron ~~more~~employee ~~cost-effective products or services.~~time;

As•criminal asanctions ~~result, our activities may not result in a commercially viable product~~ or ~~service,~~consent ~~which would harm our sales, revenue and financial condition.~~decrees;

~~Our~~•termination ~~business~~of ~~depends~~certain ~~on a strong brand~~employees, ~~and~~ ifincluding wemembers ~~are~~of ~~not able to maintain and enhance~~ our ~~brand,~~executive ~~our ability to expand our customer base will be impaired and our business and operating results will be harmed.~~team;

We•barring ~~believe that the development~~ of ~~our~~certain ~~brand~~employees ~~identity will~~from beparticipating ~~critical~~in ~~to the success of~~ our business. ~~Maintaining~~in ~~and~~whole ~~enhancing our brand may require us to make substantial investments, and these investments may not be successful. If we fail to establish and promote the brand,~~ or ~~if it incurs excessive expenses~~ in ~~this effort, our business, operating results and financial condition will be materially and adversely affected.~~part;

~~The~~•orders ~~social~~that ~~media,~~restrict ~~education,~~or ~~and~~suspend ~~community-based platform~~our ~~sectors~~business ~~are~~or ~~subject~~prevent tous ~~rapid~~from ~~technological~~offering ~~change~~certain ~~and,~~products toor ~~compete, we must continually evolve and upgrade the user experience to enhance our business.~~ services;

~~We must continue to enhance and improve the performance, functionality and reliability of our business. This area is characterized by rapid technological change,~~ •changes in user requirements and preferences, frequent new product and services introductions embodying new technologies and the emergence of new industry standards and practices that could render our products and services obsolete. Our success will depend, in part, on our ability to ~~both internally further develop and market leading brands and businesses and to continually grow~~ our ~~community-based platforms and increase visibility and reach across social media platforms. The development of our proprietary technology involves significant technical and~~ business ~~risks. We~~model ~~may fail to use new technologies effectively or to adapt our proprietary technology~~ and systems to customer requirements or emerging industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, we may not be able to either generate revenue or expand our business.practices;

19•delays and/or interruptions to planned transactions, product launches or improvements; and

~~The~~•damage ~~Company~~to ~~operates~~our inbrand ~~a highly competitive industry~~ and ~~there can be no assurance that the Company will be able to compete successfully~~reputation.

~~The~~Any ~~Company~~such ~~competes~~matters ~~with~~can ~~many~~have ~~other~~an ~~social~~adverse ~~media and community-based platform companies. Many of those companies are larger~~impact, ~~more~~which ~~experienced~~may ~~and~~be ~~better funded than the Company. In addition~~material, ~~due~~ toon ~~the~~our ~~unique services that the Company is providing~~business, itoperating isresults ~~likely~~or ~~that,~~financial ~~over~~condition ~~time,~~because ~~several~~of ~~key~~legal ~~competitors will emerge~~costs, ~~which~~diversion ~~likely will~~of bemanagement ~~better funded than the Company~~resources, ~~and~~reputational ~~the~~damage ~~marketplace may have difficulties in differentiating between the quality~~ and ~~scope~~other ~~of the competitors’ offerings, or the competitors’ services may be superior to those of the Company~~factors.

WeOur ~~are~~bitcoin ~~dependent~~treasury onbusiness ~~the~~will ~~continued~~not ~~services and~~be ~~performance~~subject ofto ~~our~~legal ~~senior management~~ and ~~other~~regulatory ~~key~~obligations ~~employees,~~that ~~the~~apply ~~loss~~to ofinvestment ~~any~~companies ofsuch ~~whom~~as ~~could~~mutual ~~adversely~~funds ~~affect~~and ~~our~~exchange-traded ~~business~~funds, ~~operating results~~or ~~and~~to ~~financial~~obligations ~~condition~~applicable to investment advisers.

~~Our~~Mutual ~~future~~funds, ~~performance~~ETFs ~~depends~~and ontheir directors and management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S. federal and state law; this regulation is intended for the ~~continued services~~benefit and ~~contributions~~protection of ~~our~~investors. ~~senior~~Our ~~management~~bitcoin ~~and~~treasury ~~other~~business ~~key~~is ~~employees~~not subject to, ~~including~~and ~~our~~does ~~co-founders~~not ~~and~~intend ~~leading~~to ~~social~~otherwise ~~media~~voluntarily ~~influencers: Arshia~~comply ~~Sarkhani~~with, ~~our~~these ~~Chief~~laws ~~Executive~~and ~~Officer~~regulations other than as may be required with respect to its existing wealth management (until the disposal thereof) and ~~President;~~asset ~~Kyle~~management ~~Fairbanks~~businesses. This means, ~~our~~among ~~Executive~~other ~~Vice-Chairman~~things, ~~and~~that ~~Chief~~the ~~Marketing~~execution ~~Officer;~~of ~~Jackson Fairbanks~~or changes to our bitcoin strategy, our ~~Director~~use of ~~Socials;~~leverage, ~~and~~the ~~Arman~~manner ~~Sarkhani~~in which our bitcoin is custodied, our ~~Chief~~ability ~~Operating~~to ~~Officer.~~engage ~~Without~~in ~~these~~transactions ~~key~~with ~~executives~~affiliated parties and ~~employees,~~our weoperating ~~may not~~and ~~have~~investment ~~the~~activities ~~ability~~generally with respect to ~~execute~~its onbitcoin ~~our~~strategy ~~business~~are ~~plans~~not ~~and~~subject to ~~identify~~the extensive legal and ~~pursue~~regulatory ~~new~~requirements ~~opportunities~~and prohibitions that apply to investment companies and ~~service~~investment ~~innovations~~advisers. ~~The~~For ~~loss~~example, ~~of services~~no ofstockholder ~~senior~~or ~~management~~regulatory orapproval ~~other~~would ~~key~~be ~~employees~~necessary ~~could~~with ~~significantly~~respect ~~delay~~to ora ~~prevent~~significant ~~the~~change ~~achievement~~in ofour bitcoin strategy. Consequently, our ~~development~~board of directors and ~~strategic objectives.~~management ~~The~~are ~~loss~~expected ofto have broad discretion over the ~~services~~investment, ofleverage ~~our~~and ~~senior~~cash management orpolicies ~~other~~we ~~key~~authorize, ~~employees~~whether ~~for~~in ~~any~~respect ~~reason~~of ~~could~~our ~~adversely~~future ~~affect~~bitcoin ~~our~~holdings ~~business, financial~~or ~~condition~~other activities we may pursue, and ~~operating~~have ~~results.~~the Wepower doto ~~not~~change ~~presently~~our ~~maintain~~current ~~any~~policies, ~~key~~including ~~man~~our ~~life~~strategy ~~insurance~~of ~~policies~~acquiring and holding bitcoin.

IfOur ~~our~~historical ~~co-founders~~asset ~~were~~management tobusiness ~~experience~~is ~~a loss~~subject to ~~their social media followings, it could adversely affect our~~ business, ~~operating~~legal ~~results~~ and ~~financial~~regulatory ~~condition~~obligations.

Our ~~future~~existing ~~performance~~asset ~~depends~~management onbusiness ~~the~~is ~~ability of~~subject ~~our~~to ~~co-founders~~various laws and ~~leading~~regulations, ~~social~~including ~~media~~the ~~influencers,~~Investment ~~Arshia~~Advisers ~~Sarkhani~~Act of 1940, ~~Kyle~~the ~~Fairbanks~~Investment Company Act of 1940, ~~Jackson~~the ~~Fairbanks~~Securities Act of 1933 and the Securities Exchange Act of 1934, and ~~Arman~~our ~~Sarkhani~~asset management business subsidiary is a registered investment adviser, subject to ~~retain and~~periodic ~~grow~~SEC ~~their~~examinations, ~~social~~marketing-rule ~~media~~compliance, ~~followings~~fund-reporting obligations and ~~fanbase~~other byrequirements. ~~creating~~Failure ~~quality~~by ~~content~~us ~~that~~and ~~meets~~our ~~the~~business ~~changing~~to ~~preferences~~comply ofwith ~~the~~these ~~consumer~~and ~~market. If~~other ~~they~~rules ~~were~~applicable to ~~experience~~the aasset ~~significant~~management ~~loss~~business ofmay ~~followers~~materially onand ~~any~~adversely ofimpact ~~their~~our ~~social~~business, ~~media~~operating ~~accounts~~results, ~~such~~and asfinancial ~~Discord,~~condition. ~~TikTok,~~In ~~Instagram~~addition, or X,the itasset management business could ~~have~~distract aour ~~negative~~management ~~impact~~team from pursuing or executing on ~~our~~the bitcoin treasury business. or limit our ability to pursue new opportunities.

~~Followers on~~We ~~social media in general often fluctuate significantly due to external factors that~~ are ~~not predictable. Changes in consumers’ tastes or~~ a ~~change~~“controlled incompany” within the ~~perceptions~~meaning of ~~our co-founders or business partners, whether as a result of~~ the ~~social~~Nasdaq ~~and~~Stock ~~political~~Market ~~climate or~~Rules ~~otherwise,~~because ~~could adversely affect~~ our ~~operating~~insiders ~~results.~~beneficially ~~Our~~own ~~failure~~more tothan ~~avoid~~50% aof ~~negative perception among consumers or anticipate and respond to changes in consumer preferences, including in~~ the ~~form~~voting power of ~~content creation or distribution, could result in reduced demand for~~ our ~~services,~~outstanding orvoting ~~reduced social media followings, which could adversely affect our business, financial condition and operating results~~securities.

~~Our~~Certain ~~business~~of ~~depends~~our existing stockholders, including Vivek Ramaswamy, entered into a Shareholders’ Agreement, and, as of December 31, 2025, collectively beneficially owned more than 50% of the voting power of our outstanding voting securities. Therefore, as of December 31, 2025, Strive is a “controlled company” within the meaning of the listing rules of Nasdaq. So long as such stockholders collectively beneficially own more than 50% of our voting power and subject to applicable Nasdaq transition requirements, we may rely on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of the our ~~ability~~board of directors must be independent directors. Because we have elected to ~~attract~~ rely on the “controlled company” exemption, a majority of the members of our board of directors may not be independent directors, and ~~retain~~our ~~talented~~nominating ~~qualified~~and ~~employees~~corporate governance and compensation committees may not consist entirely of independent directors. Our status as a controlled company could cause the shares of our common stock to be less attractive to certain investors or ~~key~~otherwise ~~personnel~~harm our trading price. As a result, you would not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.

~~Our~~We ~~success~~are ~~depends~~an to“emerging agrowth ~~significant~~company” ~~degree~~under ~~upon our~~the ~~ability~~JOBS toAct ~~attract, retain~~ and ~~motivate~~are ~~skilled~~able ~~and~~to ~~qualified~~avail ~~personnel.~~ourselves ~~Recruiting~~of ~~and~~reduced ~~retaining~~disclosure ~~the~~requirements ~~skilled~~applicable ~~personnel we require~~ to ~~maintain~~emerging ~~and~~growth ~~grow~~companies, ~~our~~which ~~market~~could ~~position~~make ~~may be difficult. The market for highly skilled workers and leaders in~~ our ~~industry~~securities isless ~~extremely competitive.~~attractive ~~If we do not succeed in attracting, hiring, integrating, retaining and motivating excellent personnel, we may be unable~~ to ~~grow~~ ~~effectively~~investors. ~~Our inability to attract highly skilled personnel with sufficient experience in our industries could harm our business.~~

We ~~may~~are ~~not~~an be“emerging ~~able~~growth company,” as defined in the JOBS Act, and intend to ~~manage~~utilize ~~future~~certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth ~~effectively.~~ companies,” including not being required to comply with the auditor attestation requirements of Section 404(b) of SOX, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any

If our business plans are successful, we may experience significant growth in a short period of time and potential scaling issues. Should we grow rapidly, our financial, management and operating resources may not expand sufficiently to adequately manage our growth. If we are unable to manage our growth, our costs may increase disproportionately, our future revenues may stop growing or decline and we may face dissatisfied customers. Our failure to manage our growth may adversely impact our business and the value of your investment.23

Wegolden ~~may~~parachute ~~have~~payments ~~difficulty~~not ~~scaling~~previously ~~and~~approved. ~~adapting our~~In ~~existing~~addition, ~~infrastructure~~Section to107 ~~accommodate~~of the JOBS Act also provides that an emerging growth company can utilize the extended transition period provided in Section 7(a)(2)(B) ~~larger~~of ~~customer~~the ~~base~~Securities Act, ~~technology~~for ~~advances~~complying with new or ~~customer~~revised ~~requirements~~accounting standards. We will not utilize the extended transition period provided under Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

InWe ~~the~~cannot ~~future,~~predict ~~advances~~if ininvestors ~~technology,~~will ~~increases in~~find ~~traffic, and new customer requirements may require us to change~~ our ~~infrastructure,~~securities ~~expand~~less ~~our~~attractive ~~infrastructure~~because ~~or replace our infrastructure entirely. Scaling and adapting our infrastructure are likely to be complex and require additional technical expertise. If~~ we ~~are required to make any changes to our infrastructure, we~~ may ~~incur~~rely ~~substantial~~on ~~costs~~these ~~and experience delays or interruptions in our service~~exemptions. These delays or interruptions may cause customers to become dissatisfied with our service and move to competing service providers. Our failure to accommodate increased traffic, increased costs, inefficiencies or failures to adapt to new technologies or customer requirements and the associated adjustments to our infrastructure could harm our business, financial condition and results of operations.

20If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the price of our securities may be more volatile. We may utilize these exemptions until such time that it is no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of (i) the last day of the fiscal year in which it has more than $1.235 billion in annual revenue; (ii) the last day of the fiscal year in which we will qualify as a “large accelerated filer”; (iii) the date on which we will have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) December 31, 2028, the last day of the fiscal year in which the fifth anniversary of the effectiveness of the registration statement for our predecessor company’s initial public offering occurs.

IfRisks ~~the~~Related ~~Company fails~~ to ~~develop~~the orCombined ~~protect its~~Company ~~intellectual~~Following ~~property adequately,~~ the ~~Company’s~~Semler ~~business~~Scientific ~~could suffer.~~ Merger

~~The~~Failure ~~Company has attempted, and may attempt,~~ to ~~develop~~ ~~certain~~successfully ~~intellectual~~combine ~~property~~the businesses of ~~its~~Strive ~~own,~~and ~~but~~Semler ~~cannot~~Scientific ~~assure that it will be able to obtain exclusive rights~~ in ~~trade~~the ~~secrets, patents,~~expected ~~trademark~~time ~~registrations~~frame ~~and~~or ~~copyright~~at ~~registrations.~~all Atmay ~~this~~adversely ~~time,~~affect the ~~Company~~future isresults ~~unsure~~ of ~~what~~the ~~types~~combined ~~of intellectual property might be developed. The cost of developing~~company, ~~applying for~~ and ~~obtaining such enforceable rights is expensive. Even after such enforceable rights are obtained~~, ~~there are significant costs for maintaining and enforcing them. The Company may lack the resources to put in place exclusive protection and enforcement efforts. Also~~consequently, ~~certain of~~ the ~~Company’s~~value ~~service offerings draw from publicly available technology in the marketplace. The Company’s failure to obtain or maintain adequate protection~~ of ~~its~~our ~~intellectual~~Class ~~property~~A ~~rights~~Common ~~for any reason could have a material adverse effect on its business, financial condition and results of operations~~Stock.

The ~~Company~~success ~~may~~of ~~seek~~the toSemler ~~enforce~~Scientific ~~its~~Merger ~~intellectual property~~will ~~rights~~depend, in part, on ~~others~~the ~~through~~ability ~~litigation.~~of ~~The~~the ~~Company’s~~combined ~~claims,~~company ~~even~~to ifrealize ~~meritorious,~~in ~~may~~a betimely ~~found~~fashion ~~invalid~~the oranticipated ~~inapplicable~~benefits ~~to a~~and ~~party~~efficiencies from combining the ~~Company~~businesses ~~believes~~of ~~infringes~~Strive orand ~~has~~Semler ~~misappropriated~~Scientific. ~~its~~The ~~intellectual~~process ~~property~~of ~~rights.~~integration Inmay ~~addition~~reveal that benefits and efficiencies are less than anticipated and may result in additional expenses, ~~litigation~~all ~~can:~~of which could reduce the anticipated benefits of the Semler Scientific Merger.

●Achieving bethe ~~expensive~~anticipated ~~and~~benefits ~~time-consuming~~of the Semler Scientific Merger is subject to ~~prosecute~~a ornumber ~~defend;~~of uncertainties, including:

●•the ~~result~~ability inof ~~a finding that~~ the ~~Company~~two ~~does~~companies ~~not~~to ~~have~~combine certain ~~intellectual~~of ~~property~~their ~~rights~~operations or ~~that~~take ~~such~~advantage ~~rights~~of ~~lack~~expected ~~sufficient~~growth ~~scope or strength~~opportunities;

●•general ~~divert~~market ~~management’s attention~~ and ~~resources;~~economic orconditions;

●•general ~~require~~competitive ~~the~~factors ~~Company~~in tothe ~~license~~marketplace; ~~its intellectual property.~~and

~~The~~•higher ~~Company~~than ~~may~~expected ~~rely~~costs onrequired ~~trademarks or service marks~~ to ~~establish~~achieve ~~a market identity for its products or services. To maintain~~ the ~~value~~anticipated ofbenefits ~~the Company’s trademarks or service marks, the Company might have to file lawsuits against third parties to prevent them from using marks confusingly similar to or dilutive~~ of the ~~Company’s~~Semler ~~registered~~Scientific ~~or unregistered trademarks or service marks~~Merger. The Company also might not obtain registrations for its pending or future trademark or service marks applications, and might have to defend its registered trademarks or service marks and pending applications from challenge by third parties. Enforcing or defending the Company’s registered and unregistered trademarks or service marks might result in significant litigation costs and damages, including the inability to continue using certain marks.

~~The~~Failure ~~laws~~to ofachieve ~~foreign countries in which~~ the ~~Company may~~anticipated ~~contemplate~~benefits ~~doing~~and ~~business~~efficiencies infrom the ~~future~~Semler ~~may~~Scientific ~~not~~Merger, ~~recognize intellectual property rights~~ or ~~protect them to~~ the ~~same~~occurrence ~~extent as do the laws~~ of ~~the~~additional ~~United~~expenses, ~~States.~~could ~~Adverse~~have ~~determinations in~~ a ~~judicial~~material oradverse ~~administrative~~impact ~~proceeding~~on ~~could prevent~~ the ~~Company~~results ~~from~~of ~~offering~~operations ~~or providing~~of ~~its~~the ~~products~~combined orcompany ~~services~~and orits ~~prevent~~ability ~~the~~to ~~Company~~pay ~~from~~dividends ~~stopping~~after ~~others~~closing. ~~from~~In ~~offering or providing competing services~~turn, ~~and~~the ~~thereby have~~market avalue ~~material~~of ~~adverse~~our ~~effect~~Class onA ~~the~~Common ~~Company’s~~Stock ~~business,~~could ~~financial~~be ~~condition,~~adversely ~~and results of operations~~impacted.

~~The~~Semler ~~Company’s~~Scientific ~~products,~~may ~~services~~have ~~or processes~~liabilities ~~could~~that beare ~~subject~~not known to ~~claims of infringement of the intellectual property of others~~us.

~~Claims~~Following ~~that~~completion of the ~~Company’s~~Semler ~~products,~~Scientific ~~services~~Merger, ~~business~~ ~~methods~~we may learn additional information about Semler Scientific that materially adversely affects us, such as unknown or ~~processes~~contingent ~~infringe~~liabilities ~~upon~~and ~~the~~liabilities ~~proprietary~~related ~~rights~~to compliance with applicable laws. As a result of ~~others~~these factors, we may ~~not~~incur beadditional ~~asserted~~costs ~~until~~and ~~after~~expenses ~~commencement~~and ofmay ~~commercial sales~~be offorced ~~its~~to ~~offerings.~~later ~~Significant~~write-down ~~litigation~~or ~~regarding~~write-off ~~intellectual~~assets, ~~property~~restructure ~~rights~~operations ~~exists~~or inincur ~~the~~impairment ~~Company’s~~or ~~industry~~other charges that could result losses. ~~Third~~Even ~~parties~~ if our due diligence had identified certain risks, unexpected risks may ~~make~~arise ~~claims~~and ofpreviously ~~infringement~~known ~~against~~risks ~~the~~may ~~Company~~materialize in ~~connection~~a manner not consistent with ~~the~~our ~~use~~expectations. If any of ~~its~~these ~~technology.~~risks ~~Any~~materialize, ~~claims~~this could adversely affect our financial condition and results of operations and could contribute to negative market perceptions about, ~~even~~or ~~those~~price ~~without~~movements ~~merit~~of, ~~could:~~ our Class A Common Stock.

●Risks beRelated ~~expensive~~to ~~and~~Our ~~time-consuming~~Class toA ~~defend;~~Common Stock

●The ~~cause~~trading ~~the~~price ~~Company~~of our Class A Common Stock is and will likely continue to ~~cease~~be ~~making,~~volatile ~~licensing,~~and orsubject ~~using~~to ~~services~~wide ~~that~~price ~~incorporate~~fluctuations ~~the~~in ~~challenged~~response ~~intellectual~~to ~~property;~~various factors, including:

●•market ~~divert~~conditions ~~management’s~~in ~~attention~~the ~~and~~broader ~~resources;~~stock market in general, or in our industry in particular;

●•actual ~~require the Company to enter into royalty~~ or ~~licensing~~anticipated ~~agreements~~fluctuations in ~~order~~our toquarterly ~~obtain~~financial ~~the~~and ~~right~~operating ~~to use a necessary feature of any of the Company’s current or proposed products, services, business methods, or processes.~~results;

~~The~~•introduction ~~Company cannot be certain~~ of ~~the~~new outcome of any litigation. Any royalty or licensing agreement, if required, may not be available to the Company on acceptable terms or at all. The Company’s failure to obtain the necessary licenses or other rights could prevent the development or distribution of the Company’s products and services ~~and,~~by ~~therefore,~~us ~~could~~or ~~have~~our ~~a material adverse effect on the Company’s business.~~competitors;

21•issuance of new or changed securities analysts’ reports or recommendations;

We•sales ~~may~~of ~~experience~~large ~~disruption~~blocks toof our ~~servers or our software which could cause us to lose customers.~~ stock;

~~Our~~•additions ~~ability to successfully create and deliver our content~~ or ~~manage~~departures ~~and deploy our products and services will depend in large part on the capacity, reliability and security~~ of ~~our networking~~key hardware, software and telecommunications infrastructure. Failures of our network infrastructure could result in unanticipated expenses to address such failures and could prevent our customers from effectively utilizing our services, which could prevent us from retaining and attracting customers. We currently have a limited disaster recovery plan in place. Our system will be susceptible to natural and man-made disasters, including global pandemics, war, terrorism, earthquakes, fires, floods, power loss and vandalism. Further, telecommunications failures, computer viruses, electronic break-ins or other similar disruptive problems could adversely affect the operation of our systems. Such a disruption could cause us to lose customers and possibly subject the Company to litigation, any of which could have a material adverse effect on our business. Our insurance policies may not adequately compensate us for any losses that may occur due to any damages or interruptions in our systems. Accordingly, we could incur capital expenditures in the event of unanticipated damage. In addition, our paying subscribers and other members and followers will depend on Internet service providers, or ISPs, for access to our website, Discord servers, and, if we develop one, our mobile app. In the past, ISPs, websites and mobile apps have experienced significant system failures and could, in the future, experience outages, delays and other difficulties due to system failures unrelated to our systems. These problems could harm our business by preventing our customers from effectively utilizing our services.personnel;

A failure or breach of our security systems or infrastructure as a result of cyberattacks could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses. 24

~~Information~~•regulatory security risks for technology companies, such as the Company, have significantly increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties. These threats may derive from fraud or malice on the part of our employees or third parties, or may result from human error or accidental technological failure. These threats include cyberattacks, such as computer viruses, malicious code, phishing attacks or information security breaches.developments;

~~Our~~•litigation ~~operations will, in part, rely on the secure processing, transmission~~ and ~~storage~~governmental ofinvestigations; ~~confidential proprietary~~ and other information in our computer systems and networks. Our customers will rely on our digital technologies, computer, email and messaging systems, software and networks to conduct their operations or to utilize our products or services. In addition, to access our products and services, our customers will use personal smartphones, tablet computers and other mobile devices that may be beyond our control.

If•economic ~~a cyberattack or other information security breach occurs, it could lead to security breaches of the networks, systems or devices that our customers use to access our products~~ and ~~services~~ ~~which~~political ~~could~~conditions ~~result in the unauthorized disclosure, release, gathering, monitoring, misuse, loss~~ or ~~destruction of confidential, proprietary and other information (including account data information) or data security compromises. Such~~ events could also cause service interruptions, malfunctions or other failures in the physical infrastructure or operations systems that will support our businesses and customers, as well as the operations of our customers or other third parties. Any actual attacks could lead to damage to our reputation with our customers and other parties and the market, additional costs to the Company (such as repairing systems, adding new personnel or protection technologies or compliance costs), regulatory penalties, financial losses to both us and our customers and collaborators and the loss of customers and business opportunities. If such attacks are not detected immediately, their effect could be compounded.

~~Although~~These weand ~~will~~the ~~attempt~~other factors described herein may cause the market price and demand for our common stock to ~~mitigate~~fluctuate ~~these~~substantially, ~~risks~~which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, ~~there~~ ~~can~~in bethe nopast, ~~assurance~~when the market price of other companies’ stock has been volatile, holders of that stock have instituted securities class action litigation against them. If any of our stockholders brought a lawsuit against us, we ~~will~~could beincur ~~immune~~substantial tocosts ~~these~~defending ~~risks~~the ~~and~~lawsuit. ~~not~~Such ~~suffer~~a ~~losses~~lawsuit incould also divert the ~~future~~time and attention of our management from our business.

~~Certain~~Insiders ~~stockholders~~ have ~~substantial~~ influence over ~~our~~us ~~company,~~ and ~~their~~could ~~interests~~limit ~~may~~your ~~not~~ability beto ~~aligned~~influence ~~with~~ the ~~interests~~outcome of ~~other~~key ~~stockholders~~transactions, including a change of control.

ACertain ~~small number~~ of ~~stockholders have significant influence over~~ our ~~business~~existing holders, including ~~decisions~~Vivek ~~regarding mergers~~Ramaswamy, ~~consolidations~~by ~~and~~virtue ~~the sale~~ of ~~all or substantially all of~~ our ~~assets~~dual-class structure, ~~election~~ ofcontrol ~~directors~~a ~~and~~majority ~~other significant corporate actions. This concentration~~ of ~~ownership may also have~~ the ~~effect~~voting power of ~~discouraging, delaying~~our orcommon ~~preventing a future change of control~~stock. ~~For~~As ~~further~~a ~~discussion~~result, ~~please~~such ~~see~~stockholders ~~“—Risks~~are ~~Related~~able to ~~Ownership~~influence ofmatters ~~Our Class~~requiring Bapproval ~~Common~~by ~~Stock~~our –stockholders, ~~The~~including ~~structure~~the election of ~~our~~directors ~~common~~and ~~stock has~~ the ~~effect~~approval of ~~concentrating~~mergers ~~voting~~or ~~control~~other ~~with~~extraordinary ~~certain~~transactions. ~~Asset~~Further, ~~Entities officers~~pursuant ~~and~~to ~~directors;~~our ~~this~~Amended ~~will~~& ~~limit~~Restated orArticles ~~preclude~~of ~~your~~Incorporation, ~~ability~~as toPrincipal ~~influence~~Stockholder ~~corporate~~(as ~~matters.~~defined Ittherein), ~~may~~Vivek ~~also~~Ramaswamy ~~limit~~has the ~~price~~right, ~~and~~subject ~~liquidity of~~to ~~our~~certain ~~common~~requirements, ~~stock~~to ~~due~~cause toour ~~its~~Class ~~ineligibility~~B ~~for~~Common ~~inclusion~~Stock into ~~certain~~convert ~~stock~~into ~~market~~our ~~indices~~Class A Common Stock.”

22Such stockholders may also have interests that differ from yours, including as a result of holding other investments, and may vote in a way with which you disagree and which may be adverse to your interests, including in connection with a change of control of our company or premiums received in connection with a sale of our company.

~~Current~~These ~~market~~risks ~~conditions~~may ~~and~~be ~~recessionary pressures~~exacerbated inif ~~one~~other stockholders (or ~~more~~a group of ~~the~~affiliated ~~Company’s~~stockholders) ~~markets~~were ~~could~~to ~~impact~~exercise ~~the~~majority ~~Company’s~~voting ~~ability~~control over us, including if our current significant stockholders were to ~~grow~~sell ~~its~~a ~~business.~~significant portion of their shares in our company.

The ~~U.S.~~Amended ~~economy~~& ~~faces~~Restated ~~continued~~Articles ~~concerns about the systemic impacts~~ of ~~adverse~~Incorporation ~~economic~~include conditions such as the U.S. deficit, historically high interest rates and the continued availability and cost of credit, the renewed threat of high inflation, volatile energy costs, geopolitical issues, ongoing supply chain disruptions, the ongoing impact of the COVID-19 pandemic and threats from other potential pandemics, and unstable financial and real estate markets. Foreign countries, including those in the Euro zone, are affected by similar systemic impacts. Turbulence in the United States and international markets and economic conditions may adversely affect the Company’s liquidity and financial condition, and the liquidity and financial condition of the Company’s customers. If these market conditions occur, they may limit the Company’s ability, and the ability of the Company’s customers, to replace maturing liabilities and to access the capital markets to meet liquidity needs, which could have a ~~material~~corporate ~~adverse~~opportunity ~~effect on the Company’s financial condition and results of operations~~waiver. ~~There is no assurance that the Company’s products and services will be accepted in the marketplace.~~

~~Our~~To ~~ability~~the fullest extent permitted under the Nevada Revised Statutes ("NRS"), our Amended & Restated Articles of Incorporation renounced any interest or expectancy of us in, or in being offered an opportunity to ~~use~~participate in, business opportunities that are presented to members of our ~~net~~board ~~operating~~of ~~loss carryforwards~~directors who are not our employees (a “Non-Employee Director”) (including any Non-Employee Director who serves as an officer in both his or her director and officer capacities). Our Amended & Restated Articles of Incorporation further provide that, to the fullest extent permitted by law, our Non-Employee Directors and their respective affiliates do not have any liability to us for any breach of fiduciary duty for engaging in any such activities or from not disclosing any corporate opportunities to us or from pursuing or acquiring such opportunities themselves or offering or directing such opportunities to any other person. As a result of these provisions, we may be not be offered certain corporate opportunities which could be beneficial to us, or our Non-Employee Directors may direct such opportunities to certain other ~~tax~~businesses ~~attributes~~in which they are engaged (or such other businesses may otherwise pursue such opportunities) causing them to compete with us, which may cause such opportunities not to be ~~limited~~available to us or to become more expensive or difficult for us to pursue, which could adversely impact our business or prospects. By being our stockholder, you will be deemed to have notice of and have consented to these provisions of our Amended & Restated Articles of Incorporation.

WeSome ~~have~~provisions incurred net losses since our inception in 2020, and we may never achieve or sustain profitability. Federal net operating loss, or NOL, carryforwards we generated since our incorporation in March 2022 may be carried forward indefinitely but may only be used to offset 80% of ~~our taxable income annually. Under Sections 382 and 383 of~~ the ~~Internal~~Amended ~~Revenue~~& ~~Code~~Restated ofArticles 1986, as amended, if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income or taxes may be limited. We have not completed a study to assess whether an ownership change for purposes of ~~Section~~Incorporation ~~382 or 383 has occurred, or whether there have been multiple ownership changes since our inception. For purposes of Section 382 or 383, we may have experienced ownership changes in the past~~ and ~~may experience ownership changes in~~ the ~~future~~ asAmended a& ~~result~~Restated ofBylaws shifts in our stock ownership (some of which shifts are outside our control). As a result, if we earn net taxable income, our ability to use our pre-change NOL carryforwards or other pre-change tax attributes to offset such taxable income or the tax thereon will be subject to limitations. Similar provisions of state tax law may ~~also~~deter ~~apply~~third toparties ~~limit~~from ~~our~~acquiring ~~use of accumulated state tax attributes~~us. ~~Therefore, if we attain profitability, we may be unable to use a material portion of our NOL carryforwards and other tax attributes, which could adversely affect our future cash flows.~~

~~Risks~~The ~~Related~~Amended to& ~~Government~~Restated ~~Regulation~~Articles of Incorporation and ~~Being~~the aAmended ~~Public~~& ~~Company~~Restated Bylaws include, among other things, the following:

We•the ~~may~~authorization ~~incur liability as a result~~ of ~~information~~undesignated ~~retrieved~~preferred ~~from~~stock, ~~or transmitted over~~ the ~~Internet~~terms ~~or published using our services or services~~ of ~~social~~which ~~media platforms,~~may orbe asestablished aand ~~result~~shares of ~~claims~~which ~~related to our services or services of social media platforms, and legislation regulating content on social media platforms~~ may ~~require~~be usissued towithout ~~change~~stockholder ~~our services or business practices and may adversely affect our business and financial results.~~approval;

As•advance ~~the~~notice ~~owner~~requirements ~~of several Discord servers and reliance on social media~~ for ~~our~~stockholder own and our clients’ promotional campaigns, we may face claims or enforcement actions relating to information or content that is published or made available on social media platforms where our content or our users’ content is posted, or relating to our policies or the policies of Discord and other social media platforms on which our content or our users’ content is posted, notwithstanding our or the respective platforms’ best efforts to enforce such policies. In particular, the nature of our social media-based business exposes us to claims related to defamation, dissemination of misinformation or news hoaxes, discrimination, harassment, intellectual property rights, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content, online safety, consumer protection, and breach of contract, among others. This risk is enhanced in certain jurisdictions outside the United States where our protection from liability for third-party actions may be unclear or where we may be less protected under local laws than we are in the United States. For example, in April 2019, the European Union passed a directive (the European Copyright Directive) expanding online platform liability for copyright infringement and regulating certain uses of news content online, which the EU member states have since implemented into their national laws. In addition, the European Union revised the European Audiovisual Media Service Directive to apply to online video-sharing platforms, which member states are implementing. Additionally, Brazil has an intermediary liability framework limiting liability for third-party content, which has been challenged as unconstitutional and is under review by the Brazilian Supreme Court. In the United States, in 2023, the U.S. Supreme Court heard oral argument in a matter in which the scope of the protections available to online platforms under Section 230 of the Communications Decency Act (“Section 230”) was at issue, but it ultimately declined to address Section 230 in its decision. There also have been, and continue to be, various other litigation concerning, and state and federal legislative and executive efforts to remove or restrict, the scope of the protections under Section 230, as well as to impose new obligations on online platforms with respect to commerce listings, user access and content, counterfeit goods and copyright-infringing material, and our current protections from liability for third-party content in the United States could decrease or change. We could incur significant costs investigating and defending such claims and, if we are found liable, significant damages.proposals;

23•a restriction on acquiring more than a 20% ownership interest in us; and

We•from could also face fines, orders restricting or blocking our services in particular geographies, or other government-imposed remedies as a result of our content or the content hosted on our services. For example, numerous countries in Europe, the Middle East, Asia-Pacific, and ~~Latin~~after America are considering or have implemented certain content removal, law enforcement cooperation, and disclosure obligation legislation imposing potentially significant penalties, including fines, service throttling, or advertising bans, for failure to remove certain types of content or follow certain processes. Content-related legislation also may require us in the ~~future~~Sunset toDate ~~change~~(as ~~our~~such ~~services~~term oris ~~business~~defined ~~practices, increase our costs, or otherwise impact our operations or our ability to provide services~~ in ~~certain geographies. For example,~~ the ~~European~~Amended ~~Copyright~~& ~~Directive~~Restated ~~requires certain~~Articles ~~online services to obtain authorizations for copyrighted content or to implement measures to prevent the availability~~ of ~~that content~~Incorporation), ~~which~~we ~~may~~will ~~require~~be usgoverned toby ~~make substantial investments in compliance processes. Member states~~Nevada’s ~~laws~~“combinations ~~implementing~~with ~~the~~interested ~~European Copyright~~stockholders” ~~Directive~~statutes ~~may~~(NRS ~~also require online platforms or businesses that rely on them, like ours, to pay for content~~78.411 Inthrough addition, our products and services are subject to new restrictions and requirements, and our compliance costs may significantly increase, as a result of the Digital Services Act in the European Union, and other content-related legislative developments such as the Online Safety and Media Regulation Act in Ireland and the Online Safety Act in the United Kingdom78. ~~Certain countries have also implemented or proposed legislation that may require us to pay publishers for certain news content shared on our products~~444). In the United States, changes to the protections available under Section 230 or the First Amendment to the U.S. Constitution or new state or federal content-related legislation may increase our costs or require significant changes to our services, business practices, or operations, which could adversely affect user growth and engagement. Any of the foregoing events could adversely affect our business and financial results.

WeThese ~~are~~"anti-takeover" ~~not~~defenses ~~currently registered~~could asdiscourage, andelay ~~investment~~or ~~adviser~~prevent ~~and~~a iftransaction weinvolving ~~should~~a ~~have~~change ~~registered~~in ascontrol anof ~~investment~~our ~~adviser,~~company. ~~our~~These ~~failure~~provisions could also discourage proxy contests and make it more difficult for you and other stockholders to doelect sodirectors ~~could~~of ~~subject~~your choosing and cause us to ~~civil~~ ~~and/or~~take ~~criminal~~other ~~penalties~~corporate actions than you desire.

Certain services provided by the Company may cause the Company to meet the definition of “investment adviser” in the Investment Advisers Act of 1940, or Investment Advisers Act, and similar state laws. Under the Investment Advisers Act, an “investment adviser” is defined as a “person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities.” In particular, certain of the content on the Company’s Discord servers, such as trading diaries posted by the Company’s personnel, and other content available on the Company’s social media channels, may constitute investment advice. In addition, in general, disclaimers, such as those included with the Company’s posts on Discord and other social media, do not change the character of the advice provided for Investment Advisers Act purposes.25

~~The~~We ~~Company~~do ~~relies~~not ~~on the~~anticipate ~~“publisher’s~~paying ~~exclusion”~~any ~~from~~cash ~~the~~dividends ~~definition of “investment adviser” under Section 202(a)(11)(D) of the Investment Advisers Act, as interpreted by legal precedent. The publisher’s exclusion requires that product~~ or ~~service~~other ~~offerings must~~distributions ~~be:~~to ~~(1)~~holders of aour ~~general~~common ~~and~~stock ~~impersonal nature,~~ in ~~that~~ the ~~research~~foreseeable ~~provided~~future. ~~is not adapted to any specific portfolio or any client’s particular needs; (2) “bona fide” or genuine~~Accordingly, instockholders ~~that~~need ~~it contains disinterested discussion and analysis as opposed~~ to ~~promotional material;~~be ~~and~~prepared ~~(3) of general and regular circulation, in that it is not timed~~ to ~~specific~~rely ~~market~~on ~~activity~~capital ~~or to events affecting~~appreciation, orif ~~having the ability to affect~~any, ~~the securities industry. The basis~~ for ~~reliance~~any onreturn ~~such exclusion will depend~~ on atheir ~~facts-and-circumstances analysis~~investment. ~~We intend at all times to operate our business in a manner as to not become inadvertently subject to the regulatory requirements under the Investment Advisers Act.~~

IfWe wecurrently ~~meet~~intend ~~the~~to ~~definition of~~retain ~~“investment~~our ~~adviser”~~future inearnings, ~~the~~if ~~Investment Advisers Act~~any, ~~and do not meet the requirements~~ for ~~reliance on~~ the ~~“publisher’s exclusion”~~foreseeable ~~from the definition of “investment adviser” or another exclusion~~future, ~~exemption, or exception from the registration requirements under the Investment Advisers Act, we will have~~ to ~~register~~fund ~~as an investment adviser with~~ the ~~SEC~~development ~~pursuant to the Investment Advisers Act~~ and ~~potentially~~growth ~~with~~of ~~one~~our ~~or more states under similar state laws~~business. ~~Registration~~We ~~requirements~~do ~~for~~not ~~investment~~intend ~~advisers are significant. If we are deemed~~ to bepay anany ~~investment~~dividends ~~adviser and are required to register with the SEC and potentially one~~ or ~~more~~make ~~states~~other asdistributions ~~an investment adviser, we will become subject~~ to ~~the~~holders ~~requirements~~ of ~~the~~our ~~Investment~~common ~~Advisers~~stock ~~Act~~for ~~and~~ the ~~corresponding~~foreseeable ~~state laws~~future. ~~The~~As ~~Investment~~a ~~Advisers Act~~result, ~~imposes:~~capital ~~(i)~~appreciation ~~fiduciary~~in ~~duties to clients; (ii) substantive prohibitions and requirements; (iii) contractual requirements; (iv) record-keeping requirements; and (v) administrative oversight by~~ the ~~SEC,~~price ~~primarily by inspection. These requirements and obligations can be burdensome and costly. If it is deemed that we are out~~ of ~~compliance~~our ~~with~~common ~~such rules and regulations~~stock, weif ~~may also be subject to civil and/or criminal penalties. Applicable state laws may have similar or additional requirements. If we are required to register under these laws~~any, ~~we may~~will ~~no longer~~ be ~~able~~your toonly ~~continue~~source toof ~~offer~~gain ~~our~~on an investment ~~education~~in ~~and entertainment services, which may have a significant adverse impact on~~ our ~~business~~common ~~and results of operations~~stock.

24Sales of substantial amounts of our common stock in the open market by our significant stockholders could depress our stock price.

WeShares ~~will~~of ~~face~~our ~~growing regulatory~~common stock that were issued to holders of shares of capital stock, $0.00001 par value per share, of Strive Enterprises, Inc. pursuant to that certain Amended and ~~compliance~~Restated ~~requirements~~Agreement and Plan of Merger, dated as of June 27, 2025, by and among Strive, Inc. (which ~~can~~was, beuntil ~~costly~~September 12, 2025, known as Asset Entities Inc.), Alpha Merger Sub, LLC, an Ohio limited liability company and ~~time-consuming~~our wholly owned subsidiary, and Strive Enterprises, Inc., an Ohio corporation, became freely tradable once registered pursuant to that certain Registration Rights Agreement, dated as of September 12, 2025, by and among Strive, Inc. and the persons listed on Schedule A thereto (the “Registration Rights Agreement”) or sold in compliance with Rule 144 promulgated under the 1933 Act. Pursuant to the Registration Rights Agreement, certain of such holders will receive customary piggyback and demand rights.

~~New~~Such ~~and~~persons ~~evolving~~may ~~regulations and~~wish ~~compliance standards for cybersecurity, data protection, privacy, and internal IT controls are often created in response~~ to ~~the~~dispose ~~tide~~ of ~~cyberattacks~~some ~~and~~or ~~will~~all ~~increasingly~~of ~~impact~~their ~~organizations~~interests ~~like~~in our company., ~~Existing~~and ~~regulatory~~as ~~standards~~a ~~require~~result ~~that~~may ~~organizations implement~~seek ~~internal~~to ~~controls~~sell ~~for~~their ~~user~~shares ~~access~~of toour ~~applications~~common ~~and data~~stock. InThese ~~addition,~~sales ~~data~~(or ~~breaches~~the ~~are~~perception ~~driving~~that athese ~~new~~sales ~~wave~~may ~~of regulation~~occur), ~~such~~ ascoupled ~~the GDPR,~~ with ~~stricter~~the ~~enforcement~~increase ~~and~~in ~~higher~~the ~~penalties.~~number ~~Regulatory~~of ~~and~~outstanding ~~policy-driven~~shares ~~obligations require expensive and time-consuming compliance measures. The fear~~ of ~~non-compliance,~~our ~~failed~~common ~~audits~~stock, ~~and~~may ~~material~~affect ~~findings~~the ~~has~~market ~~pushed organizations to spend more to ensure they are in compliance~~for, ~~often~~and ~~resulting in costly, one-off implementations to mitigate potential fines or reputational damage. The high costs associated with failing to meet regulatory requirements, combined with~~ the ~~risk~~market ofprice ~~fallout from security breaches~~of, ~~may~~our ~~force~~common ~~us to~~stock ~~spend~~in ~~additional~~an ~~time~~adverse ~~and money ensuring we will meet future regulatory requirements~~manner.

~~Failure~~If the holders of our common stock, including the aforementioned persons, sell substantial amounts of our common stock in the public market once such shares are registered pursuant to ~~comply~~the Registration Rights Agreement or sold in compliance with ~~data~~Rule ~~privacy~~144 ~~and security~~promulgated ~~laws~~under ~~and~~the ~~regulations~~1933 ~~could~~Act, ~~adversely~~the ~~affect~~market price of our ~~operating~~common ~~results~~stock may decrease. These sales might also make it more difficult for us to raise capital by selling equity or equity-related securities at a time and ~~business~~price that it otherwise would deem appropriate.

InA ~~the~~significant ~~ordinary~~portion ~~course~~ of ~~our~~the ~~business,~~total weoutstanding ~~might collect~~shares ~~and~~of ~~store in~~ our ~~internal~~common ~~and~~stock ~~external~~may ~~data~~be ~~centers,~~sold ~~cloud~~into ~~services~~the ~~and~~public ~~networks~~market ~~sensitive~~in ~~data,~~the ~~including~~near ~~our proprietary business information and that of our customers~~future, ~~suppliers~~which ~~and~~could ~~business~~cause ~~collaborators,~~the asmarket ~~well~~price ~~as personal information~~ of our ~~customers~~common ~~and~~stock ~~employees. The~~to ~~secure~~drop ~~processing~~significantly, ~~maintenance~~even ~~and~~if ~~transmission of this information is critical to~~ our ~~operations and~~ business ~~strategy. The number and sophistication of attempted attacks and intrusions that companies have experienced from third parties has increased over the past few years. Despite our security measures, it~~ is ~~impossible~~doing ~~for us to eliminate this risk~~well.

~~U.S.~~Concurrent ~~federal~~with ~~data~~the ~~privacy~~consummation ~~laws~~of ~~include~~the transactions contemplated by the ~~CAN-SPAM Act,~~Asset ~~which~~Entities Merger Agreement, ~~among~~we ~~other~~issued ~~things~~(i) (a) 345,487,794 ~~restricts~~shares ~~data~~(17,274,389 ~~collection~~on ~~and~~a ~~use~~split-adjusted inbasis) ~~connection~~of ~~with~~Class ~~CAN-SPAM~~A ~~Act’s~~Common ~~opt~~Stock, (b) 209,771,462 pre-~~out~~funded ~~process~~warrants ~~requirements~~ exercisable for ~~senders~~10,488,573 shares of ~~commercial~~Class ~~emails;~~A ~~and~~Common ~~COPPA~~Stock (on a split-adjusted basis), ~~which~~and ~~regulates~~(c) ~~the~~555,259,256 ~~collection~~warrants ofexercisable ~~information~~at bya ~~operators~~price of ~~websites~~$1.35 ~~and~~for ~~other~~27,762,962 ~~electronic solutions~~shares ~~that~~of ~~are~~Class ~~directed~~A toCommon ~~children~~Stock ~~under~~(on 13a ~~years~~split-adjusted ~~of age~~basis), ~~although~~each ~~our~~issued ~~website~~pursuant ~~and~~to ~~app~~the ~~user~~ terms of ~~service~~the ~~and~~subscription ~~privacy~~agreements, ~~policy~~dated ~~expressly prohibit~~as ~~children~~of ~~under~~May 1326, ~~from~~2025, ~~submitting~~by ~~information~~and toamong orAsset onEntities, ~~our~~Inc., ~~website~~Strive orEnterprises, ~~app~~Inc. ~~These~~and ~~laws~~certain ~~and~~stockholders ~~regulations~~(together, ~~promulgated~~the ~~under~~“PIPE ~~these laws~~Shares”), ~~restrict~~and ~~our~~(ii) ~~collection~~2, ~~processing~~681,893 ~~storage~~shares (134,094 ~~use~~on ~~and~~a ~~disclosure~~split-adjusted basis) of ~~personal~~Class ~~information,~~A ~~may~~Common ~~require~~Stock usissued pursuant to ~~notify~~the ~~individuals~~terms of ~~our~~ ~~privacy~~the ~~practices~~exchange ~~and~~agreements, ~~provide~~dated ~~individuals~~as ~~with~~of ~~certain~~August ~~rights~~22, to2025, ~~prevent~~by ~~the~~and ~~use~~among ~~and~~Asset ~~disclosure~~Entities, ofInc., ~~protected~~Strive ~~information~~Enterprises, Inc. and ~~mandate~~ certain ~~procedures~~stockholders ~~with~~(the ~~respect~~“351 toExchange ~~safeguarding~~Shares”) ~~and~~(together, ~~proper~~the ~~description~~“PIPE ofFinancing ~~stored information~~Transactions”).

~~Moreover,~~If ~~certain~~our ~~laws~~existing ~~and~~stockholders ~~regulations~~or investors of ~~U.S. states and~~ the EUPIPE ~~impose~~Shares ~~similar or greater data protection requirements~~ and ~~may~~the ~~also~~351 ~~subject~~Exchange usShares tosell, ~~scrutiny~~ or ~~attention~~indicate ~~from~~an ~~regulatory authorities.~~intention ~~For~~to ~~example~~sell, ~~the~~substantial EUamounts ~~and~~of ~~California~~such ~~have~~shares ~~passed~~in ~~comprehensive~~the ~~data~~public ~~privacy laws~~market, the EUtrading ~~GDPR~~price ~~and~~of the ~~CCPA~~shares ~~and~~of ~~regulations promulgated~~our ~~under~~Class ~~the~~A ~~CCPA,~~Common ~~respectively,~~Stock ~~which~~could ~~impose~~substantially ~~data~~decline. ~~protection~~As ~~obligations on enterprises, including limitations on data uses and constraints on certain uses~~ of ~~sensitive data. Of particular importance~~March 17, ~~the CCPA~~2026, ~~which~~Strive ~~became~~has ~~effective~~a ontotal ~~January~~of 159, ~~2020~~286,628 ~~limits how~~shares weof ~~may~~Class ~~collect~~A ~~and~~Common ~~use~~Stock ~~personal~~issued ~~information, including by requiring companies that process information relating to California residents to make disclosures to consumers about their data collection, use~~ and ~~sharing practices, provide consumers with rights to know and delete personal information and allow consumers to opt out of certain data sharing with third parties~~outstanding. The ~~CCPA~~shares ~~also creates an expanded definition~~ of ~~personal~~Class ~~information,~~A ~~imposes~~Common ~~special~~Stock ~~rules~~as ~~on the collection~~ of ~~consumer~~March ~~data from minors~~17, ~~and~~2026 ~~provides~~do ~~for~~not ~~civil~~include ~~penalties for violations~~9,872,157 asshares ~~well as a private right~~ of ~~action~~Class ~~for~~B ~~data~~Common ~~breaches~~Stock that isare ~~expected~~issued ~~to increase the likelihood~~ and ~~cost~~outstanding ~~of data breach litigation. The potential effects of this legislation are far-reaching~~ and ~~may~~531,888,702 ~~require~~unexercised ustraditional warrants to ~~modify~~purchase ~~our~~26,594,435 ~~data~~shares ~~processing~~of ~~practices~~Class ~~and policies~~A ~~and~~Common ~~incur~~Stock, ~~substantial~~in ~~costs~~each ~~and~~case ~~expenses~~issued ~~in compliance~~ and ~~potential~~outstanding ~~ligation~~as ~~efforts. Effective~~of ~~January 1~~March 17, ~~2023~~2026, wenor ~~also became~~does ~~subject~~such tofigure ~~the~~include ~~CPRA~~restricted instock ~~California,~~awards ~~which~~or ~~expands~~shares ~~upon~~issuable ~~the~~in ~~consumer~~connection ~~data~~with ~~use~~our ~~restrictions,~~equity ~~penalties~~award ~~and enforcement provisions under the CCPA~~plans.

InSubstantially ~~addition,~~all ~~similar~~of ~~consumer~~our ~~data~~shares ~~privacy~~of ~~laws have~~common ~~been~~stock ~~passed and either are in effect or~~ will ~~become~~be ~~effective~~able ~~within~~to ~~the~~be ~~next 12 months in a number of other states~~sold, ~~including~~subject ~~Virginia (effective~~to ~~January~~any 1,applicable ~~2023);~~volume ~~Colorado (effective July 1~~limitations, ~~2023);~~under Connecticut (effective July 1, 2023); Utah (effective December 31, 2023); Texas (effective July 1, 2024); Oregon (effective July 1, 2024); Montana (effective October 1, 2024); Iowa (effective January 1, 2025); Delaware (effective January 1, 2025); Nebraska (effective January 1, 2025); New Hampshire (effective January 1, 2025); New Jersey (effective January 15, 2025); Minnesota (effective July 1, 2025); Tennessee (effective July 1, 2025); Maryland (effective October 1, 2025); Indiana (effective January 1, 2026); Kentucky (effective January 1, 2026); and Rhode Island (effective January 1, 2026). Further, there are several legislative proposals in the United States, at both the federal ~~and~~securities ~~state level, that could impose new privacy and security obligations. We cannot yet determine the impact that these~~ laws ~~and~~with ~~regulations~~respect ~~may~~to ~~have~~affiliate ~~on our business~~sales.

25On September 15, 2025, Strive also registered 15,053,903 shares (752,696 on a split-adjusted basis) of Class A Common Stock to be available for issuance pursuant to the Strive, Inc. 2022 Amended and Restated Equity Incentive Plan (the “Pre-ASST Transaction Plan”) under Form S-8 (the “Initial Form S-8”). Such shares can be freely sold in the public market upon issuance, subject to the lock-up agreements and the restrictions imposed on our affiliates under Rule 144. We may register additional shares of common stock for issuance under future employee benefit plans. In addition, we also registered 43,847,840 shares (2,192,392 on a split-adjusted basis) of Class A Common Stock in respect of converted awards of restricted stock units and restricted shares of Class B common stock, par value $0.00001 per share, of Strive

Outside of the U.S., data protection laws, including the GDPR, also might apply to some of our operations or business collaborators. Legal requirements in the European Union and United Kingdom relating to the collection, storage, processing and transfer of personal data/information continue to evolve. The GDPR imposes, among other things, data protection requirements that include strict obligations and restrictions on the ability to collect, analyze and transfer EU personal data/information, a requirement for prompt notice of data breaches to data subjects and supervisory authorities in certain circumstances, and possible substantial fines for any violations (including possible fines for certain violations of up to the greater of 20 million Euros or 4% of total company revenue). Other governmental authorities around the world have enacted or are considering similar types of legislative and regulatory proposals concerning data protection.26

~~The~~Enterprises, ~~interpretation~~Inc. ~~and enforcement~~as a result of the ~~laws~~transactions ~~and~~contemplated ~~regulations~~by ~~described~~the ~~above~~Asset ~~are~~Entities ~~uncertain~~Merger ~~and subject to change~~Agreement, ~~and~~pursuant ~~may require substantial costs~~ to ~~monitor and~~the ~~implement~~Pre-ASST ~~and~~Transaction ~~maintain adequate compliance programs~~Plan. ~~Failure~~Such toshares ~~comply~~can ~~with~~be ~~U.S.~~freely ~~and~~sold ~~international data protection laws and regulations could result~~ in ~~government~~the ~~enforcement~~public ~~actions (which could include substantial civil and/or criminal penalties), private litigation and/or adverse publicity and could negatively affect our operating results and business~~market.

~~Our~~You ~~business~~may ~~could~~experience befuture ~~negatively~~dilution ~~impacted by~~as ~~changes~~a inresult ~~the~~of ~~U.S.~~future ~~political~~equity ~~environment~~offerings.

~~There~~In isorder ~~significant ongoing uncertainty with respect~~ to ~~potential~~raise ~~legislation,~~additional ~~regulation~~capital ~~and~~or ~~government~~pursue ~~policy~~strategic atacquisition ~~the federal~~opportunities, ~~state~~we ~~and~~may ~~local levels~~ in the ~~United~~future ~~States.~~offer ~~Such~~additional ~~uncertainty and~~shares ~~any~~of ~~material~~Class ~~changes~~A inCommon ~~such legislation~~Stock, ~~regulation~~equity-linked ~~and~~offerings, ~~government~~preferred ~~policy~~stock ~~could~~issuances ~~significantly~~and/or ~~impact~~fixed ~~our~~income ~~business~~financings. asFor ~~well~~example, ~~as the markets in which~~ we ~~compete.~~entered ~~Specific~~into ~~legislative~~an ~~and~~“at-the-market” ~~regulatory~~offering ~~proposals~~program ~~that~~for ~~might~~shares ~~materially~~of ~~impact~~Class usA ~~include,~~Common ~~but~~Stock ~~are~~in ~~not~~September ~~limited to~~2025, ~~changes~~conducted toan ~~liability~~initial ~~rules~~public ~~for~~offering ~~Internet~~of ~~platforms,~~shares ~~data~~of ~~privacy~~our ~~regulations,~~SATA ~~import~~Stock ~~and~~in ~~export~~November ~~regulations~~2025, ~~income~~entered ~~tax~~into ~~regulations and~~an “at-the-market” ~~U.S.~~offering ~~federal~~program ~~tax~~for ~~code~~shares ~~and~~of ~~public~~our ~~company~~SATA ~~reporting~~Stock ~~requirements,~~in ~~immigration~~December ~~policies~~2025 and ~~enforcement,~~issued ~~healthcare law, minimum wage laws, climate~~ and ~~energy~~sold ~~policies,~~shares ~~foreign~~of ~~trade~~our ~~and~~SATA ~~relations~~Stock ~~with foreign governments, pandemic response and increased antitrust scrutiny~~ in ~~the tech industry. To the extent changes in the political environment have~~ a ~~negative impact~~ follow-on usoffering ~~or on our customers, our markets, our business, results of operation and financial condition could be materially and adversely impacted~~ in ~~the~~January ~~future~~2026.

~~Our~~The ~~business~~price ~~depends~~per onshare ~~our~~at ~~customers’ continued~~which ~~and~~we ~~unimpeded~~sell ~~access~~or toissue ~~the~~additional ~~Internet~~shares ~~and~~of ~~the~~Class ~~development~~A ~~and~~Common ~~maintenance~~Stock, ofSATA ~~Internet~~Stock ~~infrastructure.~~or ~~Internet~~other ~~access~~securities ~~providers may~~in befuture ~~able~~transactions tomay ~~block,~~be ~~degrade~~higher or ~~charge~~lower ~~for~~than ~~access~~the toprice ~~certain~~at ~~of our services,~~ which ~~could~~you ~~lead~~purchased toyour ~~additional expenses and the loss of customers~~shares.

~~Our~~If ~~services~~we ~~depend~~fail ~~on the ability of our customers~~ to ~~access~~implement ~~the~~effective ~~Internet.~~internal ~~Currently,~~control ~~this~~over ~~access~~financial ~~is provided by companies having significant market power in the broadband and Internet access marketplace~~reporting, ~~including~~such ~~incumbent~~failure ~~telephone companies, cable companies, mobile communications companies and government-owned service providers. Some of these providers have the ability to take measures including legal actions, that~~ could ~~degrade,~~result ~~disrupt~~in ormaterial ~~increase the~~misstatements ~~cost~~in ofits ~~user~~financial ~~access to certain of our services by restricting or prohibiting the use of their infrastructure to support our services~~statements, ~~charging~~ ~~increased~~cause ~~fees~~investors to ~~our~~lose ~~users,~~confidence ~~or regulating online speech. Such interference could result~~ in aour ~~loss~~reported offinancial ~~existing users, advertisers~~ and ~~goodwill,~~other ~~could~~public ~~result~~information ~~in increased costs~~ and ~~could~~have ~~impair~~a ~~our~~negative ~~ability~~effect toon ~~attract new users, thereby harming our revenue and growth. Moreover,~~ the ~~adoption~~trading ofprice ~~any laws or regulations adversely affecting the growth, popularity or use~~ of ~~the Internet, including laws impacting Internet neutrality, could decrease the demand for~~ our ~~services and increase our operating costs~~securities. ~~The legislative and regulatory landscape regarding the regulation of the Internet and, in particular, Internet neutrality, in the U.S. is subject to uncertainty.~~

ToPrior to the ~~extent~~consummation ~~any~~of ~~laws,~~the ~~regulations~~Asset orEntities ~~rulings permit~~Merger, ~~ISPs~~we tooperated ~~charge~~as ~~some~~a ~~users~~private ~~higher~~company, ~~rates~~and ~~than~~accordingly, ~~others~~we ~~for~~have ~~the~~had ~~delivery~~relatively ofless ~~their~~accounting ~~content,~~personnel ~~ISPs~~and ~~could~~other ~~attempt~~resources to ~~use~~address ~~such~~internal ~~law,~~controls ~~regulation or~~as ~~ruling~~compared to ~~impose~~a ~~higher~~typical ~~fees~~public orcompany. ~~deliver~~Effective ~~our~~internal ~~content~~control ~~with~~over ~~less~~financial ~~speed,~~reporting ~~reliability~~is ornecessary ~~otherwise~~for onus ato ~~non-neutral~~provide ~~basis~~reliable asfinancial ~~compared~~reports ~~to other~~and, ~~market~~together ~~participants,~~with ~~and~~adequate ~~our~~disclosure ~~business~~controls ~~could~~and beprocedures, ~~adversely~~designed ~~impacted~~to prevent fraud. ~~Internationally,~~We ~~government~~cannot ~~regulation~~assure ~~concerning~~you that the ~~Internet, and~~robust ininternal ~~particular,~~control ~~network~~and ~~neutrality,~~financial ~~may~~reporting berequirements ~~developing~~we orare ~~non-existent.~~seeking ~~Within~~to ~~such~~adopt aas ~~regulatory~~the ~~environment,~~result weof ~~could~~being ~~experience~~a ~~discriminatory or~~public ~~anticompetitive~~company ~~practices~~will ~~impeding~~not ~~both~~lead ~~our~~to ~~and~~the ~~our~~discovery ~~customers’~~of ~~domestic~~past ~~and~~or ~~international~~future ~~growth,~~control ~~increasing~~deficiencies in our ~~costs~~financial orreporting. ~~adversely affecting~~Any ~~our~~failure ~~business.~~to ~~Additional~~identify ~~changes~~and inremediate ~~the~~past ~~legislative~~control ~~and~~deficiencies, ~~regulatory~~or ~~landscape~~to ~~regarding~~implement ~~Internet~~required ~~neutrality,~~new or ~~otherwise~~improved ~~regarding the~~controls, ~~regulation~~or ofdifficulties ~~the~~encountered ~~Internet~~in their implementation, could ~~harm~~cause ~~our~~us ~~business,~~to ~~operating~~fail ~~results~~to ~~and~~meet ~~financial~~our ~~condition~~reporting obligations.

26Following the consummation of the Asset Entities Merger, we became a public company in the United States subject to SOX. Section 404(a) of SOX (“Section 404”) requires management of public companies to develop and implement internal control over financial reporting and evaluate the effectiveness thereof. We will be required to disclose changes made in our internal controls and procedures and our management will be required to assess the effectiveness of these controls annually. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. In particular, we are required to furnish a report by management on, among other things, the effectiveness and any material weaknesses of our internal control over financial reporting beginning with this Annual Report. However, for as long as we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of SOX, which may otherwise be applicable beginning with this Annual Report. An independent assessment of the effectiveness of our internal controls by our registered public accountant could detect past or future problems that our management’s assessment might not. Any testing by us conducted in connection with Section 404 of SOX, or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify areas for further attention or improvement. In particular, undetected past or future material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation and the trading price of our securities may suffer. We may also not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 or may not be able to remediate some of the identified deficiencies in time to meet the deadline imposed by SOX for compliance with the requirements of Section 404.

~~Our~~The process of designing, implementing and maintaining effective internal controls is a continuous effort that will require us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we fail to design, implement and maintain effective internal controls and financial reporting procedures, it could beseverely ~~affected~~inhibit byour ~~new~~ability ~~governmental regulations~~to ~~regarding~~accurately report its results of operations and result in material misstatements in our financial statements, impair our ability to raise revenue, subject us to regulatory scrutiny and sanctions and cause investors to lose confidence in our reported financial information, which in turn could have a negative effect on the ~~Internet~~business and the trading price of our securities. Additionally, ineffective internal control over financial reporting could result in deficiencies that are deemed material weaknesses, and any such material weaknesses could result in our failure to detect a material misstatement of our annual or quarterly consolidated financial statements or disclosures. Ineffective internal control over financial reporting could also expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from Nasdaq, regulatory investigations, civil or criminal sanctions and lawsuits. In addition, our internal control over financial reporting will not prevent or detect all errors or fraud. A control system, no matter how well designed and

To date, government regulations have not materially restricted use of the Internet in most parts of the world. However, the legal and regulatory environment relating to the Internet is uncertain, and governments may impose regulation in the future. New laws may be passed, courts may issue decisions affecting the Internet, existing but previously inapplicable or unenforced laws may be deemed to apply to the Internet or regulatory agencies may begin to more rigorously enforce such formerly unenforced laws, or existing legal safe harbors may be narrowed, both by U.S. federal or state governments and by governments of foreign jurisdictions. The adoption of any new laws or regulations, or the narrowing of any safe harbors, could hinder growth in the use of the Internet and online services generally, and decrease acceptance of the Internet and online services as a means of communications, e-commerce and advertising. In addition, such changes in laws could increase our costs of doing business or prevent us from delivering our services over the Internet or in specific jurisdictions, which could harm our business and our results of operations.27

~~The~~operated, ~~requirements~~ can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of ~~being~~the ainherent ~~public~~limitations ~~company~~in ~~may~~all ~~strain~~internal ~~our~~control ~~resources~~systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

AsThe aaccounting ~~public~~method ~~company, we~~for ~~are~~our ~~subject~~SATA toStock ~~the~~may ~~reporting~~result ~~requirements~~in oflower ~~the~~reported ~~Exchange~~net ~~Act,~~earnings ~~the~~attributable ~~Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the listing standards of Nasdaq. We expect that the requirements of these rules and regulations will continue~~ to ~~increase~~common ~~our~~stockholders ~~legal, accounting~~ and ~~financial~~lower ~~compliance~~reported ~~costs,~~diluted ~~make~~earnings ~~some~~per ~~activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems and resources~~share. ~~Management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results.~~

The ~~Exchange~~accounting ~~Act~~method ~~requires that~~for reflecting the provisions of our ~~company~~SATA ~~file~~Stock ~~annual,~~in ~~quarterly,~~our ~~and~~financial ~~current~~statements ~~reports~~may ~~with~~adversely ~~respect~~affect our reported earnings. Applicable accounting standards require us to separately account for certain redemption features associated with our ~~businesses,~~SATA ~~financial~~Stock ~~condition~~as embedded derivatives. Under this treatment, any embedded derivatives are measured at its fair value and ~~results~~accounted for separately as liabilities that are marked-to-market at the end of ~~operations~~each reporting period. In ~~addition,~~For weeach ~~must~~financial ~~establish~~statement period after the ~~corporate~~issuance ~~infrastructure~~of ~~necessary~~the ~~for~~SATA ~~operating~~Stock, a ~~public~~gain ~~company,~~or ~~which~~loss ~~may~~would ~~divert~~be reported in our ~~management’s attention~~statement ~~from~~of ~~implementing~~operations ~~our~~to ~~growth~~the ~~strategy,~~extent ~~which~~the ~~could~~valuation ~~delay~~of orany ~~slow~~of the ~~implementation~~embedded ofderivatives changes from the previous period. This accounting treatment may subject our ~~business~~reported ~~strategies~~net income (loss) to significant non-cash volatility. In addition, ~~and~~accounting standards may change in ~~turn negatively~~the ~~impact~~future. Accordingly, we may account for our ~~company’s~~SATA ~~financial~~Stock ~~condition~~in ~~and~~a ~~results~~manner ofthat ~~operations~~is significantly different than described above.

~~Climate~~Future ~~change~~sales ~~and~~or ~~increased~~other ~~focus~~dilution byof ~~governmental organizations~~our onClass ~~sustainability~~A ~~issues~~Common Stock, including ~~those~~other equity-related tosecurities, ~~climate~~could ~~change,~~dilute ~~may~~our ~~have~~existing astockholders ~~material~~or ~~adverse~~otherwise ~~effect~~depress onthe market price of our ~~business~~ Class A Common Stock and ~~operations~~the value of our SATA Stock.

~~Federal,~~Future ~~state~~sales ~~and~~of ~~local~~our ~~governments~~Class ~~are~~A ~~responding to~~Common ~~climate~~Stock ~~change~~or ~~issues.~~our ~~This~~SATA ~~increased~~Stock ~~focus~~in onthe ~~sustainability~~public ismarket, ~~resulting~~or inthe ~~new~~perception ~~regulations~~that ~~and~~such ~~legislation~~sales ~~and~~could ~~vendor~~occur, ~~and~~could ~~customer requirements~~negatively ~~that~~impact ~~could~~the ~~negatively~~market ~~affect~~price usof asour weClass ~~may~~A ~~incur~~Common ~~additional~~Stock, ~~costs~~and, oraccordingly, bethe ~~required~~value toof ~~make~~our ~~changes~~SATA toStock. The terms of our ~~operations~~SATA inStock ~~order~~ do not restrict our ability to ~~comply~~issue ~~with~~additional ~~any~~SATA ~~new~~Stock, ~~regulations~~Class A Common Stock or other equity-related securities in the future. ~~Legislation~~Future sales or ~~regulations~~issuances ~~that~~of ~~impose~~Class ~~disclosure~~A ~~requirements,~~Common ~~restrictions~~Stock, ~~caps,~~SATA ~~taxes,~~Stock or other ~~controls~~ onequity-related ~~emissions~~securities could be dilutive to holders of ~~greenhouse~~Class ~~gases~~A ~~such~~Common Stock and SATA Stock and could adversely affect their voting and other rights and economic interests. If we issue additional shares of our SATA Stock, shares of Class A Common Stock (including as ~~carbon~~payment ~~dioxide~~for regular dividends on our SATA Stock), aor byother equity-~~product~~related securities, the price of ~~burning~~Class ~~fossil~~A ~~fuels~~Common ~~could~~Stock ~~force~~and usthe tovalue ~~incur~~of ~~additional costs~~our ~~and~~SATA weStock may ~~fail~~decline. toWe ~~pass~~cannot ~~such~~predict ~~additional~~the ~~costs~~size onof tofuture issuances of Class A Common Stock or other securities or the effect, if any, that the issuance of our ~~customers~~SATA Stock, ~~which~~and ~~could~~future ~~also~~sales and issuances of Class A Common Stock and other securities would have on the market price of Class A Common Stock and the value of our SATA Stock. The sale or the availability for sale of a ~~material~~large ~~adverse~~number ~~effect~~of onshares of Class A Common Stock in the public market could cause the market price of our ~~business~~Class A Common Stock to decline.

InRisks ~~particular,~~Related onto ~~March~~Nevada 6,Law ~~2024,~~and ~~the~~Our ~~SEC adopted rules that will require us to disclose:~~Charter

●Case ~~Climate-related~~law ~~risks~~in ~~that~~Nevada ~~have~~may ~~had~~be orless ~~are reasonably~~ likely to ~~have~~provide aguidance ~~material~~for ~~impact~~specific onfact ~~our~~scenarios ~~business~~than ~~strategy,~~in ~~results of operations, or financial condition;~~Delaware.

●We ~~The~~are ~~actual~~a Nevada corporation. Because of Delaware’s prominence as a state of incorporation for many large corporations, the Delaware courts have developed considerable expertise in dealing with corporate issues and ~~potential~~a ~~material~~substantial ~~impacts~~body of ~~any~~case ~~identified~~law ~~climate-related~~has ~~risks~~developed onconstruing Delaware law under certain sets of facts. While Nevada also has adopted comprehensive, modern and flexible corporate law statutes, because the volume of Nevada case law concerning the effects of its statutes and regulations is more limited, we may experience, and our ~~strategy~~stockholders may experience, ~~business~~less ~~model~~predictability with respect to the legal requirements in connection with corporate affairs and transactions, and ~~outlook;~~stockholders’ rights to challenge them in specific situations where the application of the statute may be open to differing interpretations.

●Our ~~If,~~directors asand ~~part~~officers ofare ~~our~~protected ~~strategy,~~from weliability ~~have~~for ~~undertaken activities to mitigate or adapt to~~ a ~~material~~broad ~~climate-related~~range ~~risk, a quantitative and qualitative description~~ of ~~material expenditures incurred and material impacts on financial estimates and assumptions that directly result from such mitigation or adaptation activities;~~actions.

●Under ~~Specified~~the ~~disclosures~~NRS, ~~regarding~~unless ~~our~~otherwise ~~activities,~~provided ifin ~~any~~the articles of incorporation or pursuant to certain statutory exceptions, a director or officer is not individually liable to ~~mitigate~~a corporation or ~~adapt~~its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a ~~material~~director ~~climate-related~~or ~~risk~~officer, ~~including~~except where (i) the ~~use~~statutory presumption of the business judgment rule (i.e. that such director or officer has acted in good faith, ifon ~~any~~an informed basis and with a view to the interests of the corporation) has been rebutted, and (ii) it is proven that such director’s or officer’s act or failure to act was a breach of ~~transition~~his ~~plans~~or her fiduciary duties as a director or officer and such breach involved intentional misconduct, ~~scenario~~fraud ~~analysis~~or a knowing violation of law. The Amended & Restated Articles of Incorporation provide that, to the fullest extent permitted by Nevada law, our directors and officers will not be individually liable to us or ~~internal~~any ~~carbon~~of ~~prices;~~our stockholders or creditors for damages as a result of any act or failure to act in their respective capacities as a director or officer.

~~● Any oversight by our board of directors of climate-related risks and any role by management in assessing and managing our material climate-related risks;~~28

●The ~~Any~~Amended ~~processes~~& weRestated ~~have~~Articles ~~for~~of ~~identifying,~~Incorporation ~~assessing~~provide that the Eighth Judicial District Court of Clark County, Nevada is the sole and ~~managing~~exclusive ~~material~~forum ~~climate-related~~for ~~risks~~substantially all disputes between us and, ifthe weholders ~~are~~of ~~managing~~our ~~those~~common ~~risks~~stock, ~~whether~~which ~~and~~could ~~how~~limit ~~any~~the ~~such~~ability ~~processes~~of ~~are~~the ~~integrated~~holders ~~into~~of our ~~overall~~common ~~risk~~stock ~~management~~to ~~system~~obtain a favorable judicial forum for disputes with us or ~~processes;~~our directors, officers or employees.

27The Amended & Restated Articles of Incorporation provide that the Eighth Judicial District Court of Clark County, Nevada (or, if the Eighth Judicial District Court does not have jurisdiction, any other state district court located in the State of Nevada, and, if no state district court in the State of Nevada has jurisdiction, any federal court located in the State of Nevada), is the sole and exclusive forum for many disputes between us and the holders of our common stock, which could limit the ability of the holders of our common stock to obtain a favorable judicial forum for disputes with us or our directors, officers or employees. The Amended & Restated Articles of Incorporation provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by applicable law, the Eighth Judicial District Court of Clark County, Nevada is the sole and exclusive forum for any or all actions, suits or proceedings, whether civil, administrative or investigative or that asserts any claim or counterclaim: (a) brought in our name or right or on our behalf, (b) asserting a claim for breach of any fiduciary duty owed by any of our current or former directors, officers, stockholders, employees, agents or fiduciaries or its stockholders, (c) for any "internal action" (as defined in NRS 78.046), including any action asserting a claim against us arising pursuant to any provision of NRS Chapters 78 or 92A, any provision of the Amended & Restated Articles of Incorporation or its Amended & Restated Bylaws, any agreement entered into pursuant to NRS 78.365 or as to which the NRS confers jurisdiction on the district court of the State of Nevada, (d) to interpret, apply, enforce or determine the validity of the Amended & Restated Articles of Incorporation or its Amended & Restated Bylaws or (e) governed by the internal affairs doctrine. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in the Amended & Restated Articles of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition and results of operations.

●Our ~~Information~~governing ~~about~~documents ~~our~~and ~~climate-related~~Nevada ~~targets~~law orcould ~~goals,~~discourage iftakeover ~~any,~~attempts ~~that have materially affected or are reasonably likely to materially affect our business, results of operations, or financial condition; required disclosures would include material expenditures~~ and ~~material~~other ~~impacts~~corporate ongovernance ~~financial estimates and assumptions as a direct result of the target or goal or actions taken to make progress toward meeting such target or goal;~~changes.

● The ~~capitalized~~Amended ~~costs,~~& ~~expenditures~~Restated ~~expensed,~~Articles ~~charges,~~of Incorporation and ~~losses~~Amended ~~incurred~~& asRestated Bylaws contain provisions that could delay or prevent a ~~result~~change in control of ~~severe~~our ~~weather~~company. ~~events~~These ~~and~~provisions ~~other~~may ~~natural~~also ~~conditions,~~make ~~such~~it asdifficult ~~hurricanes,~~for ~~tornadoes,~~holders ~~flooding,~~of ~~drought,~~our ~~wildfires,~~common ~~extreme~~stock ~~temperatures,~~to ~~and~~elect ~~sea~~directors ~~level~~that ~~rise,~~are ~~subject~~not tonominated ~~applicable~~by ~~one~~the ~~percent~~current ~~and~~members deof ~~minimis~~our ~~disclosure~~board ~~thresholds~~of directors or take other corporate actions, ~~disclosed~~including effecting changes in aour ~~note~~management. toThese provisions include the ~~financial~~following ~~statements;~~provisions:

●•permit ~~The~~the ~~capitalized~~board ~~costs,~~of ~~expenditures~~directors ~~expensed, and losses related~~ to ~~carbon~~establish ~~offsets~~the ~~and~~number ~~renewable energy credits or certificates if used as a material component~~ of ~~our~~directors ~~plans~~and tofill ~~achieve~~any ~~our~~vacancies ~~disclosed~~and ~~climate-related~~newly ~~targets~~created ~~or goals, disclosed in a note to our financial statements~~directorships; ~~and~~

●•provide Ifthat ~~the~~our ~~estimates~~board ~~and~~of ~~assumptions~~directors weis ~~use~~classified tointo ~~produce~~three ~~our~~classes ~~financial~~with ~~statements~~staggered, ~~were~~three-year ~~materially~~terms, ~~impacted by risks~~ and ~~uncertainties~~that ~~associated~~directors ~~with~~may ~~severe~~be ~~weather~~removed ~~events~~only ~~and~~by ~~other~~the ~~natural~~affirmative ~~conditions~~vote orof ~~any~~the ~~disclosed~~holders ~~climate-related~~of ~~targets~~not orless ~~transition~~than ~~plans,~~two-thirds aof ~~qualitative~~the ~~description~~voting power of ~~how~~ the ~~development~~shares ofthen ~~such~~entitled ~~estimates~~to ~~and~~vote ~~assumptions~~generally ~~was~~in ~~impacted,~~the ~~disclosed~~election inof adirectors, ~~note~~voting totogether ~~our~~as ~~financial~~a ~~statements.~~single class;

We•require ~~will~~super-majority bevoting ~~exempt from the SEC rules’ requirements~~ to ~~disclose~~amend certain ~~information~~provisions ~~about~~in our ~~greenhouse~~Amended ~~gas~~& ~~emissions~~Restated ~~and~~Articles ~~comply with related auditor assurance requirements as long as we remain a “smaller reporting company” (as described below under “—Risks Related to Ownership~~ of ~~Our~~Incorporation ~~Class B Common Stock – We are a ‘smaller reporting company’ within the meaning of the Exchange Act,~~ and ifAmended we& ~~take~~Restated advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.”) or an “emerging growth company” (as described below under “—Risks Related to Ownership of Our Class B Common Stock – We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our stockholders could receive less information than they might expect to receive from more mature public companies.”). In addition, these disclosure rules will not require compliance by us until our fiscal year beginning in 2027, with certain requirements not becoming effective until our fiscal year beginning in 2028, if we remain a smaller reporting company or emerging growth company.Bylaws;

A•authorize ~~number of petitions have been filed in federal courts seeking to challenge~~ the ~~SEC’s~~issuance ~~climate~~of ~~disclosure~~“blank ~~rules.~~check” Onpreferred ~~April~~stock 4,that ~~2024,~~our ~~the~~board ~~SEC issued an order staying the rules. The SEC’s administrative stay will remain in place until the completion~~ of ~~litigation~~directors ~~filed~~could inuse ~~the federal courts that challenges the agency’s authority~~ to ~~adopt~~implement ~~the~~a ~~rules.~~stockholder ~~The~~rights ~~outcome of this litigation cannot be determined.~~plan;

~~Assuming~~•specify that ~~the~~special ~~SEC climate~~meetings ~~disclosure~~of ~~rules~~our ~~are~~stockholders ~~ultimately~~can ~~upheld~~be incalled ~~their~~only ~~present~~by ~~form,~~the ~~and~~affirmative ~~even~~vote inof ~~light~~a majority of the ~~exemptions~~entire ~~and~~board ~~accommodations~~of ~~made~~directors; ~~for smaller~~provided, ~~reporting companies and emerging growth companies described above~~that, ~~the~~until ~~costs to adopt~~ the ~~necessary~~Sunset ~~disclosure controls and procedures to disclose all required information~~Date, ~~the~~special ~~potential~~meetings ~~costs~~of tostockholders ~~make~~shall ~~changes~~be incalled ~~our~~by ~~operations to allow us to improve~~ our ~~climate~~Secretary ~~change-related disclosures,~~at or the ~~potential~~request ~~loss~~ of ~~revenues~~our ~~from~~Principal ~~these~~Stockholder ~~disclosure~~(as ~~requirements~~such ~~due~~term tois ~~investor,~~defined ~~customer,~~in orthe ~~vendor~~Amended ~~requirements~~& ~~to disclose~~Restated ~~and meet certain climate change-related targets pursuant to these disclosure rules, may still have a material adverse effect on our business and operations.~~Articles);

If•provide wethat ~~fail~~the toboard ~~maintain an effective system~~ of ~~disclosure~~directors ~~controls~~is ~~and~~expressly ~~internal~~authorized ~~control~~to ~~over financial reporting~~make, ~~our~~alter ~~ability to produce timely and accurate financial statements~~ or ~~comply~~repeal ~~with~~our ~~applicable regulations could be impaired.~~bylaws;

~~Our~~•provide ~~current~~that ~~disclosure controls~~vacancies ~~and~~on ~~internal~~our ~~controls~~board ~~and~~of ~~any~~directors ~~new controls that we develop~~ may be ~~inadequate~~filled oronly ~~become~~by ~~inadequate~~a ~~because~~majority of ~~changes~~directors inthen ~~conditions~~ in ~~our business or changes in the applicable laws~~office, ~~regulations~~even ~~and~~though ~~standards.~~less ~~Any~~than failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results, cause us to fail to meet our reporting obligations, result in a ~~restatement~~quorum ~~of our financial statements for prior periods~~ or ~~adversely~~by ~~affect~~ the ~~results~~sole ofremaining management evaluations and independent registered public accounting firm audits of our internal control over financial reporting that we will or may eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class B Common Stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq in the future.director;

28•prohibit cumulative voting in the election of directors;

~~Our~~•restrict ~~management~~the ~~team~~forum ~~has~~for ~~limited~~certain ~~experience managing~~litigation aagainst ~~public~~us ~~company.~~to Nevada;

~~Most~~•restrict ~~members of our management team have limited experience managing a publicly traded company, interacting with public company investors and complying with~~ the ~~increasingly~~forum ~~complex~~for ~~laws pertaining~~certain tolitigation ~~public~~against ~~companies.~~us ~~Our management team may not successfully or efficiently manage our transition~~ to ~~being a public company that is subject to significant regulatory oversight and reporting obligations under~~ the federal ~~securities~~district ~~laws~~courts ~~and the continuous scrutiny~~ of ~~securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from~~ the ~~day-to-day~~United ~~management of our business, which could harm our business, financial condition and results of operations.~~States;

~~Industry~~•reflect ~~and other market data used in this Annual Report and in other periodic reports that we may in~~ the ~~future~~dual ~~file~~class ~~with~~structure ~~the~~of ~~SEC, including those undertaken by us or~~ our ~~engaged consultants,~~common ~~may~~stock; ~~not prove to be representative of current~~ and ~~future market conditions or future results.~~

~~This~~•establish ~~report~~advance ~~includes~~notice orrequirements ~~refers~~for ~~to,~~nominations ~~and~~for ~~periodic reports~~election ~~that we may in the future file with the SEC may include or refer~~ to, ~~statistical~~our ~~and~~board ~~other~~of ~~industry~~directors ~~and market data that we obtained~~ or ~~may obtain from industry publications and research, surveys and studies conducted by third parties and surveys and studies that we may undertake ourselves regarding the market potential~~ for ~~our~~proposing ~~current~~matters ~~services. Although we believe~~ that ~~such~~can information has been obtained from reliable sources, the sources of such data have not guaranteed the accuracy or completeness of such information. Industry publications and third-party research, surveys and studies may not be ~~reliable.~~acted ~~The~~upon ~~results~~by ofstockholders ~~this~~at ~~data~~annual ~~represent~~stockholder various methodologies, assumptions, research, analysis, projections, estimates, composition of respondent pool, presentation of data and adjustments, each of which may ultimately prove to be incorrect, and cause actual results and market viability to differ materially from those presented in any such report or other materialsmeetings.

~~Risks Related to Ownership of Our Class B Common Stock~~29

~~The~~In ~~structure~~addition, ofafter ~~our~~certain ~~common~~events ~~stock~~specified ~~has~~in the ~~effect~~ Amended & Restated Articles of ~~concentrating~~Incorporation, ~~voting~~we ~~control~~will ~~with~~be ~~certain~~subject ~~Asset~~to ~~Entities~~Nevada’s ~~officers~~statutes ~~and~~regarding ~~directors;~~combinations ~~this~~with ~~will~~interested ~~limit~~stockholders. orThese ~~preclude~~provisions ~~your~~may ~~ability~~prohibit ~~to influence~~large ~~corporate~~stockholders, ~~matters.~~in Itparticular, ~~may~~those ~~also~~beneficially ~~limit~~owning ~~the~~10% ~~price~~or ~~and~~more ~~liquidity~~of the voting power of our ~~common~~outstanding voting stock, ~~due~~from tomerging ~~its~~or ~~ineligibility~~otherwise ~~for~~engaging ~~inclusion~~in a "combination" (as defined in ~~certain stock~~the ~~market~~Nevada ~~indices~~statutes) with us for a period of time.

WeIf ~~are~~securities ~~authorized~~or toindustry ~~issue~~analysts ~~two~~do ~~classes~~not ofpublish ~~common stock,~~or ~~Class~~cease Apublishing ~~Common~~research, ~~Stock~~or ~~and~~publish ~~Class~~inaccurate Bor ~~Common~~unfavorable ~~Stock~~research, ~~and~~about ~~any~~our ~~number~~business, ofthe ~~classes~~price of ~~preferred~~our ~~stock.~~ Class A Common Stock ~~is entitled to ten votes per share on proposals requiring or requesting stockholder approval,~~ and ~~Class~~its Bliquidity ~~Common~~could ~~Stock is entitled to one vote on any such matter~~decline.

AsThe oftrading ~~March~~market ~~25,~~for ~~2025, AEH owns all of the 1,000,000 shares of~~ our ~~outstanding~~securities ~~Class~~may Abe ~~Common~~influenced ~~Stock. The shares of Class A Common Stock held~~ by ~~AEH~~the ~~are~~research ~~controlled~~and byreports ~~its~~that ~~officers~~securities ~~and~~or ~~managers, all~~industry ofanalysts ~~whom~~publish ~~are~~about ~~also~~us ~~some~~or of our ~~officers~~business, ~~and~~market ~~directors~~or competitors. ~~AEH~~We ~~also~~will ~~owns~~not ~~250,000~~have ~~shares~~any ofcontrol ~~our~~over ~~Class~~these ~~B Common Stock~~analysts. ~~There~~If ~~are~~securities ~~13,413,162 shares~~and ofindustry ~~Class~~analysts Bdo ~~Common~~not ~~Stock~~cover ~~issued~~our ~~and~~company, ~~outstanding~~cease ascoverage of ~~March~~our 25company, ~~2025.~~downgrade ~~AEH~~our ~~therefore controls 10~~securities,~~250,000~~ ~~votes,~~ or ~~approximately 42.6%~~publish ofinaccurate ~~all~~or ~~voting~~unfavorable ~~rights.~~research Inabout ~~addition,~~ our ~~directors and officers collectively hold 260~~business,~~689~~ ~~shares~~the ofmarket ~~Class~~price Band ~~Common~~trading ~~Stock. Combining their~~volume ~~control~~for ofour ~~AEH’s~~securities ~~shares~~may ofbe ~~Class~~negatively Aaffected. ~~Common~~In ~~Stock~~light ~~and Class B Common Stock and their own shares~~ of ~~Class~~the Bunpredictability ~~Common~~inherent ~~Stock,~~in our ~~officers~~ ~~and~~anticipated ~~directors collectively control 10~~businesses,~~510,689~~ ~~votes,~~our orfinancial ~~approximately~~outlook ~~43.6%~~commentary ofmay ~~total~~differ ~~voting~~from ~~power. Management~~analysts’s ~~concentrated voting~~expectations, ~~power~~which ~~may~~could ~~limit~~cause orvolatility ~~preclude~~to the ~~ability~~price of ~~others~~our ~~to influence corporate matters including significant business decisions for the foreseeable future~~securities.

InRisks ~~addition,~~Related certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. For example, in July 2017, FTSE Russell and Standard & Poor’s announced that they would cease to ~~allow~~Our ~~most~~Healthcare newly public companies utilizing dual or multi-class capital structures to be included in their indices. Under the announced policies, our capital structure would make us ineligible for inclusion in any of these indices. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class B Common Stock less attractive to other investors. As a result, fewer investors may be willing to purchase our Class B Common Stock. In consequence, the market price and liquidity of our Class B Common Stock could be adversely affected.Business

~~Our~~If ~~Class~~we Bdo ~~Common~~not ~~Stock~~successfully ~~may~~implement beour ~~volatile or~~healthcare ~~may~~solutions ~~decline~~strategy, ~~regardless of~~ our ~~operating~~business ~~performance,~~ and ~~you~~results ~~may~~of ~~not~~operations will be ~~able~~adversely ~~to resell your shares at or above your purchase price~~affected.

~~The~~In ~~market~~late ~~price~~March 2023, the Centers for ~~our~~Medicare ~~Class~~and BMedicaid ~~Common~~Services ~~Stock is~~(“CMS”) ~~likely~~issued toa befinal ~~volatile,~~2024 rate announcement with payment changes for the Medicare Advantage and Part D prescription drug programs and under which CMS is phasing in ~~part~~a ~~because~~new ~~our~~Medicare ~~shares~~Advantage ~~had~~risk adjustment model (2024 model) from the previous model (2020 model) over a three-year period. The 2024 model does not ~~been~~include ~~traded~~risk ~~publicly~~adjusted ~~prior~~payments tofor peripheral artery disease (“PAD”) without complications, which payments many of our ~~initial~~customers ~~public~~previously ~~offering~~relied inupon ~~February~~for ~~2023~~their Medicare Advantage patients under the previous 2020 model. In ~~addition~~calendar year 2025, only 33% of the ~~market~~2020 ~~price~~model is available. Such changes in the regulatory landscape for hierarchical condition category (“HCC”) codes has impacted the perceived profitability of ~~our~~using ~~Class~~QuantaFlo Bto ~~Common~~aid ~~Stock~~diagnosis ~~may~~of ~~fluctuate~~cardiovascular ~~significantly~~diseases. inWe ~~response~~are experiencing and expect to ~~several~~continue ~~factors,~~to ~~most~~experience ofdecreased ~~which~~usage ~~we cannot~~due ~~control~~to the current CMS reimbursement landscape, ~~including:~~which is having a negative effect on our revenues.

●Although ~~quarterly~~we ~~variations~~believe that various demographics and industry-specific trends, including the aging of the general population, growth of capitated payment programs, numbers of undiagnosed patients with cardiac and vascular or other diseases and the importance of codifying vascular disease and potentially other diseases should drive growth in our ~~operating~~healthcare business. However, even with these demographics and trends, if CMS reimbursement landscape remains unfavorable, growth will be limited. If our customers do not receive increased capitated payments for providing care to patients for PAD, it will continue to have a material and adverse effect on our business, financial condition and results ~~compared~~of operations. Actual demand for our products and service offerings could differ materially from projected demand if our assumptions regarding these factors prove to ~~market~~be ~~expectations;~~incorrect or do not materialize, or if alternatives to our products or other risk assessment service providers gain widespread acceptance.

●To ~~adverse~~implement ~~publicity~~our business strategy, we need to (among other things) find new applications for and improve our products and service offerings and educate healthcare providers and plans about usthe clinical and cost benefits of our products even without CMS reimbursement, or distribute additional products and services that are reimbursable in the ~~industries~~current CMS landscape. We may not be successful in these endeavors. We have ceased marketing of QuantaFlo as an aid in the diagnosis of heart dysfunction and there is no guarantee that we ~~participate~~will obtain a new FDA 510(k) clearance for the expanded use. Although we have the right from time to time to distribute other third-party products, and recently began distributing FDA-cleared products and services licensed in from a third party, there is no guarantee that we will be successful. For example, although Semler Scientific had a distribution agreement for Insulin Insights from Mellitus, it was not able to generate significant revenue from the arrangement and, in December 2023, Semler Scientific wrote off the entire $2.5 million balance of a prepayment it had made for Insulin Insights software licenses and took a $0.6 million impairment charge on its investment in Mellitus. Additionally, in March 2025, Semler Scientific wrote off the remaining $1.1 million balance (including $0.1 million of accrued interest) of our investment in Mellitus. We may also need to develop or ~~individual~~acquire ~~scandals;~~rights to other products and services that would be of interest to our customers given the patient populations they serve. We recently formed a new wholly owned subsidiary, CardioVanta, which focuses on early detection of heart failure and cardiac arrhythmia monitoring. Even if we successfully implement our business strategy, our operating results may not improve or may decline. We may decide to alter or discontinue aspects of our business strategy and may adopt different strategies due to business or competitive factors not currently foreseen, such as new medical technologies that would make our products obsolete or changes in the regulatory landscape that may undermine the economic rationale for QuantaFlo or difficulties in obtaining a new 510(k) clearance, which could cause us to cease efforts to expand the indications for QuantaFlo. Our attempts to alter aspects of our business strategy, such as our prior entry into an exclusive marketing and distribution agreement and our investments in private companies, may not yield positive effects

2930

●on ~~announcements~~our business, results of ~~new~~operations ~~offerings~~and financial condition. Any delay or ~~significant~~failure ~~price~~to ~~reductions~~implement byour usbusiness orstrategy may adversely affect our ~~competitors;~~business, results of operations and financial condition.

●We ~~stock~~currently ~~price~~market ~~performance~~a limited number of FDA-cleared testing products and related services, and may not achieve broad market acceptance or be commercially successful. We may also fail to develop or license in complementary products or distribution agreements for complementary products and our ~~competitors;~~efforts to grow and expand our health care business may not be successful.

●We ~~fluctuations~~currently actively market a limited number of FDA-cleared testing products and related services, including our proprietary QuantaFlo, and other third-party products and services for which we have a distribution agreement. These and any other products and services we may offer in ~~stock~~the future may not gain broad market ~~prices~~acceptance unless we continue to educate physicians and ~~volumes;~~plans of their benefits. Moreover, even if insurance plans, home health care providers and physicians understand the benefits of cardiovascular and other risk assessment testing, they still may elect not to use our products for a variety of reasons, such as familiarity with other devices and approaches, or the impact of CMS regulatory revisions. The current CMS regulatory landscape has negatively impacted the perceived profitability of using QuantaFlo to aid in the diagnosis of cardiovascular diseases and use of our product is declining. Aside from the regulatory reimbursement landscape, we may not be successful in gaining market acceptance of a technique measuring comparative blood flows using our proprietary algorithm to indicate flow obstruction as opposed to existing techniques that measure comparative blood pressures using well-accepted criteria to indicate flow obstruction, or imaging techniques that visualize anatomy of the arteries. Providers may also object to renting an examining tool with ongoing monthly payments rather than making a one-time capital purchase or be reluctant to pay monthly fees for tools in the examining room when they have many such tools, such as thermometer and stethoscope that only required one-time minimal purchases. Providers may also not synch their devices as required per their service contracts in the fee-per-test (variable license fees) model, and thus we may not capture all revenue to which we is entitled. If QuantaFlo or other products we offer are not viewed as an attractive alternative to other products, procedures and techniques, we will not achieve significant market penetration or be able to generate significant revenues. To the extent that any products we offer are not commercially successful or are withdrawn from the market for any reason, our revenues will be adversely impacted, and our business, operating results and financial condition will be harmed.

●We ~~changes~~may inalso ~~senior~~not ~~management~~be able to identify other products or ~~key~~services ~~personnel;~~to grow our healthcare business. Although Semler Scientific had an exclusive marketing and distribution agreement for another product (Insulin Insights), it did not generate meaningful distribution revenues and Semler Scientific wrote off its prepaid licenses and a portion of its investment in December 2023. We have a minority investment in one company but we do not distribute their products. There is a risk that we may never receive repayment of our loans, nor receive any benefit from our equity investment, nor that we will generate meaningful revenues from our existing distribution arrangements. Accordingly, we expect that revenues from QuantaFlo will account for the vast majority of our revenues for the foreseeable future.

●Physicians ~~changes~~and inother ~~financial~~customers ~~estimates~~may bynot ~~securities~~widely ~~analysts;~~adopt our products unless they determine, based on experience, long-term clinical data and published peer reviewed journal articles, that the use of our products provides a safe and effective alternative to other existing ankle-Brachial index (“ABI”) devices.

●We ~~the~~believe ~~market’s~~that ~~reaction~~physicians toand other customers will not widely adopt our ~~reduced~~vascular ~~disclosure~~testing asproduct aor ~~result~~our ofother ~~being~~products anin ~~“emerging~~development ~~growth~~or ~~company”~~products ~~under~~we distribute unless they determine, based on experience, long-term clinical data and published peer reviewed journal articles, that the ~~JOBS~~use ~~Act;~~of such product provides a safe and effective alternative to other existing ABI devices.

●We ~~negative~~cannot ~~earnings~~provide any assurance that the data collected from our past, current and any future clinical trials will be sufficient to demonstrate that our products are an attractive alternative to other ABI devices or procedures. If we fail to demonstrate safety and efficacy that is at least comparable to other ~~announcements~~ABI devices that are available on the market, our ability to successfully market our products will be significantly limited. Even if the data collected from clinical studies or clinical experience indicate positive results, each physician’s actual experience with our products will vary. We also believe that published peer-reviewed journal articles and recommendations and support by usinfluential physicians regarding our vascular testing product and our other products in development will be important for market acceptance and adoption, and we cannot assure you that we will receive these recommendations and support, or that supportive articles will be published. Accordingly, there is a risk that our ~~competitors;~~products may not be adopted by many physicians, which would negatively impact our business, financial condition and results of operations.

●Moreover, ~~defaults~~for onany ~~indebtedness~~complementary products for which we have (or acquire) exclusive distribution rights, ~~incurrence~~we may not be able to convince potential customers of ~~additional~~their ~~indebtedness~~benefits, orand ~~issuances~~these ofrights ~~additional~~and ~~capital~~potential ~~stock;~~future rights may not generate any meaningful revenues for our company.

~~● global economic, legal and regulatory factors unrelated to our performance; and~~31

●If ~~the~~healthcare ~~other~~providers ~~factors~~are ~~listed~~unable into ~~Item~~obtain ~~1A.~~adequate ~~“Risk~~coverage ~~Factors”~~and reimbursement either for procedures performed using our product or patient care incorporating the use of ~~this~~our ~~Annual~~product, ~~Report~~our product might have difficulty gaining widespread acceptance.

~~Volatility~~Maintaining inand growing revenues from our products and service offerings depends on the ~~market~~availability ~~price~~of coverage and adequate reimbursement from third-party payors, including government programs such as Medicare and Medicaid, private insurance plans and managed care programs. Healthcare providers that use medical devices such as QuantaFlo to test their patients generally rely on third-party payors to pay for all or part of ~~our~~the ~~Class~~costs Band ~~Common~~fees ~~Stock~~associated ~~may~~with ~~prevent~~the ~~investors~~procedures ~~from~~performed ~~being~~with these devices, or to compensate them for their patient care services. The existence of coverage and adequate reimbursement for the procedures or patient care performed with QuantaFlo by third-party payors is central to the acceptance of QuantaFlo and any future products. During the past several years, third-party payors have undertaken cost-containment initiatives including different payment methods, monitoring healthcare expenditures, and anti-fraud initiatives. We may not be able to ~~sell~~return to growing revenues in its healthcare business if third-party payors deny coverage or reduce their ~~shares~~current atlevels of payment, or ~~above~~if our costs of production increase faster than increases in reimbursement levels that spur the ~~price~~ atuse of our product. Further, many private payors use coverage decisions and payment amounts determined by CMS, which ~~they~~administers ~~purchased~~the Medicare program, as guidelines in setting their coverage and reimbursement policies. Those private payors that do not follow the Medicare guidelines may adopt different coverage and reimbursement policies for procedures or patient care performed with our ~~Class~~vascular Btesting ~~Common~~product. ~~Stock~~Future action by CMS or other government agencies may diminish payments to physicians, outpatient centers and/or hospitals or may undermine the economic rationale for using QuantaFlo if there is no increased capitated payment for the vascular diseases it helps diagnose. For example, the final 2024 CMS rate announcement for Medicare Advantage and Medicare Part D did not include risk-adjusted payments for PAD without complications, which is leading to decreased usage of our product and negatively affecting our revenues. For some governmental programs, such as Medicaid, coverage and reimbursement differ from state to state, and some state Medicaid programs may not pay an adequate amount for the procedures or patient care performed with QuantaFlo if any payment is made at all. As athe ~~result~~portion of the U.S. population over the age of 65 and eligible for Medicare continues to grow, ~~you~~we may ~~suffer~~be more vulnerable to coverage and reimbursement limitations imposed by CMS. Furthermore, the healthcare industry in the United States has experienced a ~~loss~~trend ontoward ~~your~~cost ~~investment~~containment as government and private insurers seek to control healthcare costs by imposing lower payment rates and negotiating reduced contract rates with service providers. Therefore, we cannot be certain that the procedures or patient care performed with our product will be reimbursed at a cost-effective level.

~~Certain~~QuantaFlo ~~recent~~is ~~initial~~not ~~public~~specifically ~~offerings of~~approved ~~companies~~for ~~with~~reimbursement ~~relatively~~under ~~small~~any ~~public~~third-party ~~floats~~payor ~~comparable~~codes; toif ~~our~~third-party ~~anticipated~~payors ~~public~~refuse ~~float~~to ~~have~~reimburse ~~experienced~~our ~~extreme~~customers ~~volatility~~for ~~that~~their ~~was seemingly~~use ~~unrelated to the underlying performance~~ of ~~the~~our ~~respective company. Our Class B Common Stock may potentially experience rapid and substantial price volatility~~product, ~~which may make~~ it ~~difficult~~could ~~for~~have ~~prospective~~a ~~investors~~material toadverse ~~assess~~effect ~~the~~on ~~value of~~ our ~~Class B Common Stock~~business.

InQuantaFlo ~~addition~~is tolicensed ~~the~~by ~~risks~~healthcare ~~addressed~~providers. ~~above~~They ~~under “— Our Class B Common Stock~~ may bebill ~~volatile~~various orthird-party ~~may decline regardless of our operating performance~~payors, ~~and~~including ~~you~~governmental ~~may~~healthcare ~~not be able to resell your shares at or above your purchase price~~programs,” ~~our~~such ~~Class~~as BMedicare ~~Common Stock may be subject to rapid~~ and ~~substantial price volatility. Recently~~Medicaid, ~~companies~~private ~~with~~insurance ~~comparably~~plans ~~small public floats~~ and ~~initial~~managed ~~public~~care ~~offering~~programs ~~sizes~~for ~~have~~procedures ~~experienced~~in ~~instances of~~which ~~extreme~~our ~~stock~~testing ~~price~~product ~~run-ups~~is ~~followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance~~used. ~~Although~~Reimbursement ~~the specific cause of such volatility~~ is ~~unclear,~~a ~~our~~significant ~~small~~factor ~~public~~considered ~~float may amplify the impact the actions taken~~ by ahealthcare ~~few~~providers ~~stockholders~~in ~~have~~determining onwhether ~~the price of our stock, which may cause our stock price~~ to ~~deviate,~~license ~~potentially significantly,~~medical ~~from~~devices aor ~~price~~systems ~~that~~such ~~better~~as ~~reflects the underlying performance of our business~~QuantaFlo. ~~Our~~We ~~Class~~cannot Bcontrol ~~Common~~whether ~~Stock may experience run-ups and declines that are seemingly unrelated to our actual~~ or ~~expected~~not ~~operating~~providers ~~performance~~who ~~and~~use ~~financial~~QuantaFlo ~~condition~~will orseek ~~prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class B Common Stock~~reimbursement. ~~In addition~~Therefore, ~~investors of shares of~~ our ~~Class~~ability Bto ~~Common~~successfully ~~Stock~~commercialize ~~may~~our ~~experience~~vascular ~~losses,~~testing ~~which~~product ~~may~~could bedepend ~~material,~~on if the ~~price~~coverage ofand ~~our~~adequacy ~~Class B Common Stock experiences such declines after any investors purchase shares~~ of ~~our~~reimbursement ~~Class~~from Bthese ~~Common~~third-party ~~Stock~~payors.

WeCurrently, our QuantaFlo device is not specifically approved for any particular reimbursement code. Although some of our customers report being covered and reimbursed by third-party payors for procedures, we have not offered any reimbursement guidance, therefore there is a risk that third-party payors may disagree with the reimbursement under a particular code. We recently settled allegations by DOJ related to incorrect reimbursement relating to testing using our device. In addition, some of our potential customers might have deferred renting our product given the uncertainty regarding reimbursement. We do not betrack ~~able~~denial of requests for reimbursement made by the users of our product. It is our belief that such denials have occurred and might occur in the future with more or less frequency. Even if our product and procedures are often currently covered and reimbursed by third-party payors and Medicare, problems for customers to ~~maintain~~receive reimbursement or adverse changes in payors’ coverage and reimbursement policies that affect our product could harm our ability to market our vascular testing product. Obtaining approval for a ~~listing of~~particular reimbursement code is time consuming and can be costly. Accordingly, at this time, and given the way we intend our ~~Class~~QuantaFlo Bto ~~Common~~be ~~Stock~~used, onwe ~~Nasdaq~~do not intend to pursue formal approval for QuantaFlo for any particular code.

~~Our~~Moreover, ~~Class~~we Bare ~~Common~~unable ~~Stock~~to ispredict ~~currently~~what ~~listed~~changes ~~on The~~will ~~Nasdaq~~be ~~Capital~~made ~~Market tier of Nasdaq. We must meet certain financial and liquidity criteria and corporate governance requirements~~ to ~~maintain~~ the ~~listing~~reimbursement ofmethodologies ~~our~~used ~~Class~~by Bthird-party ~~Common Stock on Nasdaq~~payors. IfWe wecannot ~~fail~~be tocertain ~~meet~~that ~~any~~under ofcurrent ~~Nasdaq’s~~and ~~continued~~future ~~listing~~payment ~~standards or we violate Nasdaq listing requirements~~systems, ~~our~~in ~~Class~~which Bhealthcare ~~Common~~providers ~~Stock~~ may be ~~delisted.~~reimbursed Ina ~~addition,~~set ~~our~~amount ~~board~~based ofon ~~directors may determine that~~ the ~~cost~~type of ~~maintaining~~procedure ~~our~~performed, ~~listing on a national securities exchange outweighs the benefits of~~ such ~~listing.~~as Athose ~~delisting~~utilized ofby ~~our~~Medicare ~~Class B Common Stock from Nasdaq may materially impair our stockholders’ ability to buy~~ and ~~sell~~in ~~our~~many ~~Class~~privately Bmanaged ~~Common~~care ~~Stock and could have an adverse effect on the market price of~~systems, ~~and~~ the ~~efficiency~~cost of ~~the~~our ~~trading~~product ~~market~~will ~~for,~~be ~~our~~justified ~~Class~~and Bincorporated ~~Common~~into ~~Stock.~~the ~~The~~overall ~~delisting~~cost of ~~our Class B Common Stock could significantly impair our ability to raise capital and~~ the ~~value of your investment~~procedure.

On August 21, 2024, the Company received a written notification (the “August 2024 Notification Letter”), from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that it was not in compliance with the minimum $2,500,000 stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market tier of Nasdaq because the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 reported stockholders’ equity of $2,097,090, and, as of the date of the August 2024 Notification Letter, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations set forth in Nasdaq Listing Rule 5550(b).32

30We do not require our customers to enter into long-term licenses or maintenance contracts for our products or services and may therefore lose customers on short notice.

~~Nasdaq~~Our ~~Listing~~healthcare ~~Rule~~business ~~5550(b)~~is ~~requires~~primarily based on a ~~company that~~leasing ~~has~~model ~~its~~rather ~~primary~~than ~~equity~~an ~~security~~outright ~~listed~~sale of our products although we also generate variable fee revenues, which are based on ~~The~~usage ~~Nasdaq~~(fee-per-test). ~~Capital~~Our ~~Market~~pricing ~~tier~~is ofbased ~~Nasdaq~~on data collected on use rates and third-party payment rates to ~~meet~~physicians ~~one~~and facilities for the use of ~~three~~our ~~requirements:~~product. ~~(1)~~We ~~have~~require ~~stockholders’ equity~~no down payment, long-term commitment or maintenance contract or fees from our customers and may replace damaged products free of atcharge ~~least~~in $2the service model. If we lose current customers on short notice,~~500,000;~~ ~~(2)~~we ~~have~~may not be able to find new customers to replace them with in a ~~market~~timely ~~value~~manner and that could adversely affect our business, results of ~~listed~~operations ~~securities~~and financial condition. In addition, our business model of atreplacing ~~least~~damaged ~~$35~~products free of charge may prove to be costly and affect the profitability of our service model. In our fee-per-test model,~~000~~ we rely on our customers to comply with the terms of service that require them to synchronize devices on a regular and routine basis such that we are able to invoice them for the tests done using our device. There is a risk that customers use our device without synching as agreed,~~000;~~ orwhich ~~(3)~~could lead to inadequate billing and failing to capture revenue based on actual usage. Although we have ~~net~~procedures ~~income~~in ~~from~~place ~~continuing operations~~to limit usage of ~~$500~~our device if it has not synchronized for a period of time,~~000~~ inthere ~~the~~is ~~most~~no ~~recently~~guarantee ~~completed~~that ~~fiscal~~our ~~year~~customers orwill act in ~~two~~compliance with their terms of ~~the~~service ~~three~~and ~~most~~we ~~recently~~may ~~completed~~not ~~fiscal~~appropriately ~~years~~capture all per-test fees to which we are entitled.

InOur ~~accordance~~healthcare ~~with~~business ~~Nasdaq~~will ~~Listing Rule~~need ~~5810(c)(2)(A), the Company was provided 45 calendar days, or until October 7, 2024,~~ to ~~submit~~generate asignificant ~~plan~~revenues to regain ~~compliance with Nasdaq Listing Rule 5550(b)~~profitability. The Company submitted a compliance plan on October 7, 2024. Based on the Staff’s review of the compliance plan materials, the Staff determined to grant the Company an extension to regain compliance to February 17, 2025. On or before that date, the Company will be required to file a report with the SEC and Nasdaq that meets certain requirements for demonstrating compliance with Nasdaq Listing Rule 5550(b). In addition, the Company must evidence compliance upon filing its Quarterly Report for the quarter ended March 31, 2025. If the Company fails to meet these requirements the Company may be subject to delisting. In the event the Company does not satisfy these terms, the Staff will provide written notification that its securities will be delisted. At that time, the Company may appeal the Staff’s determination to a Nasdaq Hearings Panel (“Hearings Panel”).

OnWe ~~December~~will 16need to generate significant sales or significantly modify expenses to regain profitability in our healthcare business and we might not be able to do so. Recently, ~~2024~~a number of our large customers in our healthcare business have notified us that they intend to stop testing with our device, ~~the~~which ~~Company~~is ~~received~~negatively aimpacting ~~written notification~~our (revenues in our healthcare business. Further revenue declines over the ~~“December~~quarter ~~2024~~are ~~Notification~~anticipated ~~Letter”)~~as ~~from~~other customers cease use of QuantaFlo in light of the ~~Staff~~CMS ~~notifying~~reimbursement landscape as well as the ~~Company~~recent DOJ settlement. If we are not able to undertake measures to control expenses, we expect that it iswill experience operating losses in our healthcare business. Even if we do generate significant sales, we might not be able to return to profitability on a quarterly or annual basis in ~~compliance~~this ~~with~~ segment in the ~~minimum~~future. ~~bid~~If ~~price~~our ~~requirement~~sales ~~set~~continue ~~forth~~to indecline ~~Nasdaq~~or ~~Listing~~grow ~~Rule~~more ~~5550(a)(2)~~slowly ~~for~~than ~~continued~~we ~~listing~~anticipate onor ~~The~~if ~~Nasdaq~~we ~~Capital~~are ~~Market~~not ~~tier of~~able ~~Nasdaq~~to control our operating expenses or such expenses exceed our expectations, our financial performance from our operating healthcare business will likely continue to be adversely affected.

~~Nasdaq~~Our ~~Listing~~future ~~Rule~~financial ~~5550(a)(2)~~performance ~~requires~~will ~~listed securities~~depend toin ~~maintain~~part aon ~~minimum~~the ~~bid~~successful ~~price~~improvements ~~of $1.00 per share,~~ and ~~Nasdaq~~software ~~Listing~~updates ~~Rule 5810(c)(3)(A) provides that a failure~~ to ~~meet~~QuantaFlo ~~the~~on ~~minimum bid price requirement exists if the deficiency continues for~~ a ~~period~~cost-effective ~~of 30 consecutive business days~~basis. Based on the closing bid price of the Class B Common Stock for the 30 consecutive business days from October 31, 2024 to December 13, 2024, the Company no longer met the minimum bid price requirement.

InOur ~~accordance~~future ~~with~~financial ~~Nasdaq~~performance ~~Listing~~will ~~Rule~~depend ~~5810(c)(3)(A), the~~in ~~Company~~part ~~has~~on ~~been~~our ~~provided~~ability ~~180~~to ~~calendar days~~anticipate, oridentify ~~until June~~and ~~16,~~respond ~~2025,~~ to ~~regain~~changing ~~compliance~~user ~~with~~preferences ~~Nasdaq~~and ~~Listing~~needs ~~Rule~~and ~~5550(a)(2). To~~the ~~regain~~technologies ~~compliance,~~relating to the ~~Company’s~~care ~~common~~and ~~stock~~treatment ~~must~~of ~~have~~vascular aproblems. ~~closing~~We ~~bid~~can ~~price~~provide ofno atassurances ~~least $1.00 for~~that aQuantaFlo ~~minimum~~will ofachieve 10significant ~~consecutive business~~commercial ~~days.~~success Ifand ~~the~~that ~~Company~~it ~~does~~will ~~not~~gain ~~regain~~meaningful ~~compliance~~market ~~during~~share ~~such~~even ~~180-day~~if ~~period,~~ the ~~Company~~regulatory ~~may~~reimbursement belandscape ~~eligible~~improves. ~~for~~We anmay ~~additional~~not ~~180 calendar~~correctly ~~days,~~anticipate ~~provided~~or ~~that~~identify ~~the~~trends ~~Company~~in ~~meets~~user ~~the~~preferences ~~continued~~or ~~listing~~needs ~~requirement~~or ~~for~~may ~~market~~identify ~~value~~them oflater ~~publicly~~than ~~held~~competitors ~~shares~~do. ofIn $1addition,~~000,000 under~~ ~~Nasdaq~~difficulties ~~Listing~~in ~~Rule~~manufacturing ~~5550(a)(5)~~or ~~and~~in ~~all~~obtaining ~~other~~regulatory ~~initial~~approvals ~~listing~~may ~~standards~~delay ~~for~~or ~~The~~prohibit ~~Nasdaq~~improvements ~~Capital~~to ~~Market~~QuantaFlo, ~~except~~such ~~for~~as ~~Nasdaq~~our ~~Listing Rule 5550~~510(ak)~~(2),~~ ~~and~~extension ~~the~~for ~~Company~~heart ~~must~~dysfunction, ~~provide~~or aany ~~written~~other ~~notice~~products ofin ~~its~~development. ~~intention~~Further, towe ~~cure~~may ~~this~~not ~~deficiency~~be ~~during~~able ~~the~~to ~~second~~develop ~~compliance~~improvements ~~period, by~~and ~~effecting~~software aupdates ~~reverse~~to ~~stock~~QuantaFlo ~~split,~~at ifa ~~necessary.~~cost Ifthat ~~the~~allows ~~Company~~us ~~does~~to ~~not~~meet ~~qualify~~our goals for ~~the~~profitability. ~~second~~Service ~~compliance~~costs ~~period~~relating ~~or fails~~ to ~~regain compliance~~our ~~during~~product ~~the~~may ~~second~~be ~~180-day~~greater ~~period~~than anticipated, ~~then~~rentals ~~Nasdaq~~may ~~will~~be ~~notify~~returned ~~the~~prior ~~Company of its determination~~ to ~~delist~~ the ~~Class~~end Bof ~~Common Stock, and~~ the ~~Class~~license Bterm, ~~Common~~and ~~Stock~~we ~~will~~may be ~~subject~~required to ~~delisting.~~devote Atsignificant ~~that~~resources ~~time, the Company will have an opportunity~~ to ~~appeal~~address ~~the~~any ~~delisting determination~~quality toissues aassociated ~~Hearings~~with ~~Panel~~QuantaFlo.

InFailure ~~the~~to ~~event~~successfully ~~that we are unsuccessful in demonstrating compliance with Nasdaq Listing Rule 5550(b) by the extended deadline of February 17~~introduce, ~~2025~~improve or toupdate ~~evidence compliance with such rule in~~ our ~~Quarterly~~products ~~Report~~on ~~for~~a ~~the~~cost-effective ~~quarter ended March 31~~basis, ~~2025,~~ or wedelays ~~are~~in ~~unable~~customer todecisions ~~regain~~related ~~compliance~~to ~~with Nasdaq Listing Rule 5550(a)(2) by~~ the ~~end~~evaluation of ~~the~~our ~~180-day~~products ~~period~~could oncause ~~June~~us ~~16, 2025 and either fail~~ to ~~qualify~~lose ~~for~~market ~~the~~acceptance ~~second 180-day compliance period or fail to regain compliance during the second 180-day period,~~ and wecould ~~are~~materially ~~unsuccessful~~adversely inaffect ~~appealing~~our ~~a resulting delisting determination to a Hearings Panel~~business, wefinancial ~~will~~condition ~~be delisted from Nasdaq,~~ and ~~the~~results ~~value~~ of ~~your shares may be materially adversely affected~~operations.

IfBecause ~~securities~~the orhealthcare industry ~~analysts~~within dowhich ~~not publish~~we ~~research~~operate orhas ~~publish~~significant ~~inaccurate~~product orliability ~~unfavorable~~risk, ~~research~~and ~~about~~we ~~our~~may ~~business~~not be sufficiently insured against this risk, ~~the~~we ~~market~~may ~~price~~be ~~for~~subject ~~the~~to ~~shares~~substantial ~~and~~claims ~~trading~~against ~~volume could~~our ~~decline.~~product or services that we may provide.

The ~~trading~~development, ~~market~~manufacture ~~for~~and ~~our~~sale, ~~Class~~lease Bor ~~Common~~use ~~Stock will~~of ~~depend~~products or provision of services in ~~part~~a onmedical setting entails significant risks of product liability or other negligence or malpractice claims. Although we maintain insurance to cover ourselves in the ~~research~~event of liability claims, and ~~reports~~no ~~that~~such ~~securities~~claims orhave ~~industry~~been ~~analysts~~asserted ~~publish~~or ~~about~~threatened against us, our insurance may not be sufficient to cover all possible future liabilities regarding our product, or from performing tests with our ~~business~~product or other non-proprietary products. IfAccordingly, ~~research~~we ~~analysts do~~may not ~~establish~~be ~~and~~adequately ~~maintain~~protected ~~adequate~~from ~~research~~any ~~coverage~~liabilities, orincluding ifany ~~one~~adverse judgments or ~~more~~settlements, ofwe ~~the~~might ~~analysts~~incur ~~who~~in ~~covers~~connection uswith ~~downgrades~~the ~~our~~development, ~~Class~~clinical Btesting, ~~Common Stock~~manufacture orand ~~publishes~~sale, ~~inaccurate~~lease or ~~unfavorable~~use ~~research~~of ~~about~~ our ~~business,~~products or the ~~market~~provision ~~price~~of ~~for~~services. ~~our~~A ~~Class~~successful Bproduct ~~Common~~liability ~~Stock~~or ~~would~~negligence ~~likely~~or ~~decline. If~~medical ~~one~~malpractice claim or ~~more~~series of ~~these~~claims ~~analysts~~brought ~~cease~~against ~~coverage~~us ofthat ~~our~~result ~~company~~in oran ~~fail~~adverse tojudgment ~~publish~~against ~~reports~~or onsettlement by us ~~regularly,~~in weexcess of any insurance coverage could ~~lose~~seriously ~~visibility~~harm ~~in the~~our financial ~~markets,~~condition ~~which,~~or inreputation. ~~turn~~Moreover, ~~could~~even ~~cause~~if ~~the~~no ~~market~~judgments, ~~price~~fines, damages or ~~trading~~liabilities ~~volume~~are ~~for~~imposed on us, our ~~Class~~reputation Bcould ~~Common~~suffer, ~~Stock~~which tocould ~~decline.~~have a material adverse

3133

Weeffect ~~have~~on ~~never~~our ~~paid~~business, ~~cash~~financial ~~dividends~~condition onand ~~our stock~~results of operations. In addition, product liability and doother malpractice insurance is expensive and may not ~~intend~~always be available to ~~pay~~us ~~dividends~~on ~~for~~acceptable ~~the~~terms, ~~foreseeable~~if ~~future.~~at all.

We ~~have~~may ~~paid~~implement noa ~~cash~~product ~~dividends~~recall onor ~~any~~voluntary ~~class~~market ~~of our~~withdrawal stock to date and we do not anticipate paying cash dividends in the near term. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our Class B Common Stock. Moreover, the Series A Certificate of Designation (as defined in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Private Placements of Series A Preferred Stock – Terms of Series A Convertible Preferred Stock under Certificate of Designation and Securities Purchase Agreement”) prohibits the Company from declaring or ~~paying~~stop ~~any~~shipment ~~cash dividends on its capital stock other than as required by the Series A Certificate~~ of Designation with respect to the outstanding shares of Series A Preferred Stock. Accordingly, investors must be prepared to rely on sales of their Class B Common Stock after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our ~~Class~~product Bdue ~~Common Stock. Any determination~~ to ~~pay~~product ~~dividends~~defects inor ~~the~~product ~~future~~enhancements ~~will be made at the discretion of our board of directors~~ and ~~will depend on our results of operations~~modifications, ~~financial~~which ~~condition,~~would ~~contractual~~significantly ~~restrictions,~~increase ~~restrictions imposed by applicable law and other factors~~ our ~~board deems relevant~~costs.

~~We have~~The ~~issued~~manufacturing and ~~may~~marketing inof ~~the~~QuantaFlo and any future ~~issue~~products ~~additional~~that ~~debt~~we ormay ~~equity~~develop ~~securities~~involves ~~which~~an ~~are~~inherent ~~senior~~risk tothat our ~~Class~~products Bmay ~~Common~~prove ~~Stock~~to asbe defective. In that event, we may voluntarily implement a recall or market withdrawal or stop shipment or may be required to ~~distributions and~~do inso ~~liquidation~~by a regulatory authority. A recall of QuantaFlo or one of our future products, ~~which~~or a similar product manufactured by another manufacturer, could ~~materially~~impair ~~adversely~~sales ~~affect~~of the products we market ~~price~~as a result of confusion concerning the scope of the recall or as a result of the damage to our ~~Class~~reputation Bfor ~~Common~~quality ~~Stock~~and safety. Further, any product recall, voluntary market withdrawal or shipment stoppage of our product could significantly increase our costs and have a material adverse effect on our business.

~~The~~Risks ~~Series~~Related ~~A Preferred Stock ranks senior~~ to ~~all other~~Our ~~capital~~Healthcare ~~stock~~Legal ~~of the Company with respect to the payment of dividends, distributions~~ and ~~payments~~Regulatory upon the liquidation, dissolution and winding up of the Company, unless the holders of the majority of the outstanding shares of Series A Preferred Stock consent to the creation of other capital stock of the Company that is senior or equal in rank to the Series A Preferred Stock.Environment

InOur ~~addition,~~healthcare inbusiness ~~the future, we may attempt to increase our capital resources by entering into additional debt or debt-like financing that~~ is ~~secured~~subject ~~by all or up~~ to ~~all~~many oflaws ~~our~~and ~~assets, or~~government ~~issuing~~regulations ~~debt~~governing ~~or equity securities, which could include issuances of commercial paper, medium-term notes, senior notes, subordinated notes, or preferred shares. In~~ the ~~event~~manufacture ~~of our liquidation, our lenders~~ and ~~holders~~sale of ~~our~~medical ~~debt securities would receive a distribution of our available assets before distributions to our stockholders. In addition~~devices, ~~any~~including ~~additional~~the ~~preferred~~FDA’s ~~stock,~~510(k) ifclearance ~~issued by our company~~process, ~~may~~ ~~have a preference with respect to distributions~~ and ~~upon~~laws ~~liquidation, which could further limit our ability to make distributions to our stockholders. Because our decision to incur debt~~ and ~~issue~~regulations ~~securities~~governing inpatient ~~our~~data ~~future offerings will depend on market conditions~~ and ~~other factors beyond our control~~information, weamong ~~cannot predict or estimate the amount, timing or nature of our future offerings and debt financing~~others.

~~Further,~~Our ~~market~~vascular ~~conditions~~testing ~~could~~product ~~require~~and usany future medical devices that we may develop or services that we may offer are subject to ~~accept~~ ~~less~~extensive ~~favorable~~regulation ~~terms~~in ~~for~~the United States by the ~~issuance~~federal ofgovernment, including by the FDA. For example, our ~~securities~~operations inare ~~the~~subject ~~future~~to regulations governing packaging and labeling requirements, adverse event reporting, quality system and manufacturing requirements, clinical testing and recalls. ~~Thus~~We cannot assure that any new medical devices or new uses or modifications for QuantaFlo that we develop, ~~you~~including ~~will~~our ~~bear~~planned 510(k) for the ~~risk~~use of ~~our~~QuantaFlo ~~future~~to ~~offerings~~enable ~~reducing~~ expanded labeling as an aid in the ~~value~~diagnosis of ~~your~~other ~~Class~~cardiovascular Bdiseases ~~Common~~in ~~Stock~~addition ~~and~~to ~~diluting~~PAD, ~~your~~will ~~interest~~be cleared or approved in a timely or cost-effective manner, if cleared or approved at all. Even if such clearances or approvals are received, they may not be for all indications. Because medical devices may only be marketed for cleared or approved indications, this could significantly limit the market for that product and may adversely affect our ~~company~~results of operations.

WeFurthermore, ~~are~~although ~~subject~~QuantaFlo has received FDA clearance, we must make our own determination regarding whether a modification to ~~ongoing~~the ~~public~~device ~~reporting requirements~~requires ~~that~~a new clearance. For example, we are ~~less~~seeking ~~rigorous~~a ~~than~~new ~~Exchange~~510(k) ~~Act~~clearance ~~rules~~from the FDA for ~~companies~~the expanded use of QuantaFlo intended to enable expanded labeling as an aid in the diagnosis of other cardiovascular diseases in addition to PAD. We cannot guarantee that ~~are~~the FDA will agree with our decisions not ~~emerging~~to ~~growth~~seek ~~companies~~clearances ~~and~~for ~~our~~particular ~~stockholders could~~device ~~receive~~modifications ~~less~~or ~~information~~that ~~than~~we ~~they~~will ~~might~~be ~~expect~~successful in obtaining 510(k) clearances for modifications. Any such additional clearance processes with the FDA could delay our ability to ~~receive~~market ~~from~~a ~~more~~modified ~~mature~~product ~~public~~and ~~companies~~may adversely affect our results of operations. We also may need to undertake a recall of any modified product that has been distributed.

WeThe ~~are~~FDA ~~required~~may tochange ~~publicly~~its ~~report~~policies, onadopt anadditional ~~ongoing basis~~regulations, asor anrevise ~~“emerging~~existing ~~growth~~regulations, ~~company”~~in ~~(as~~particular ~~defined~~relating into the ~~JOBS Act~~510(k) ~~under~~clearance ~~the reporting rules set forth under the Exchange Act~~process. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including but not limited to:

●The ~~not~~FDA ~~being~~may ~~required~~change its policies, adopt additional regulations, or revise existing regulations, each of which could prevent or delay premarket approval or 510(k) clearance of a device, or could impact our ability to ~~comply~~market our currently cleared device. For example, in February 2024, the FDA published a final rule to amend its quality system regulation requirements to align more closely with the ~~auditor~~international ~~attestation~~consensus standards for medical devices by converging with quality management system, requirements used by other regulatory authorities from other countries. Specifically, the final rule does so primarily by incorporating by reference the 2016 edition of ~~Section~~the ~~404~~International Organization of Standardization (“ISO”), ISO 13485 standard. The amended regulation is referred to as the ~~Sarbanes-Oxley~~Quality ~~Act;~~Management System Regulation, and became effective February 2026. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing authorization that we may have obtained, which could have a material adverse effect on our business, prospects, results of operations, financial condition and our ability to achieve or sustain profitability. Further, future reforms could require us to file new 510(k)s and could increase the total number of 510(k)s to be filed. We cannot predict what effect these reforms will have on our ability to obtain 510(k) clearances in a timely manner. We also cannot predict the nature of other regulatory reforms and their resulting effects on our business.

●Our ~~being~~business ~~exempt~~is ~~from~~subject ~~certain~~to ~~greenhouse~~unannounced ~~gas~~inspections ~~emissions~~by ~~disclosure~~the ~~and~~FDA ~~related~~to ~~third-party~~determine ~~assurance~~our compliance with FDA requirements;.

●FDA ~~being~~inspections ~~permitted~~can toresult ~~comply~~in ~~with~~inspectional ~~reduced~~observations ~~disclosure~~on ~~obligations~~FDA’s ~~regarding~~Form-483, ~~executive~~warning ~~compensation~~letters, untitled letters or other forms of more significant enforcement action. More specifically, if the FDA concludes that we are not in compliance with applicable laws or regulations, or that our ~~periodic~~vascular ~~reports~~testing ~~and~~product ~~proxy~~or ~~statements;~~any ~~and~~future medical device we develop is ineffective or poses an unreasonable health risk, the FDA could:

~~● being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.~~34

In•require ~~addition,~~us ~~Section~~to ~~107~~notify ofhealth ~~the~~professionals ~~JOBS~~and ~~Act~~others ~~also provides~~ that anour ~~emerging~~devices ~~growth~~present ~~company~~unreasonable ~~can~~risk ~~take advantage~~ of ~~the~~substantial ~~extended~~harm transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to ~~private~~public companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.health;

32•order us to recall, repair, replace or refund the cost of any medical device that we manufactured or distributed;

~~We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an emerging growth company for up to five years~~•detain, ~~although if~~seize ~~the~~or ~~market~~ban ~~value~~adulterated ofor ~~our~~misbranded ~~Class~~medical ~~B Common Stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an emerging growth company as of the following December 31.~~devices;

~~Because~~•refuse ~~we will be subject~~ to ~~ongoing~~provide ~~public~~us ~~reporting requirements~~with ~~that~~documents ~~are~~necessary ~~less rigorous than Exchange Act rules for companies that are not emerging growth companies, our stockholders could receive less information than they might expect~~ to ~~receive~~export ~~from more mature public companies. We cannot predict if investors will find~~ our Class B Common Stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our Class B Common Stock.product;

As•refuse arequests ~~non-accelerated~~for ~~filer,~~510(k) weclearance ~~are~~or ~~not~~premarket ~~required to~~approval ~~comply~~of ~~with~~new ~~the~~products ~~auditor~~or ~~attestation~~new ~~requirements~~intended ~~of the Sarbanes-Oxley Act.~~uses;

We•withdraw ~~are not an “accelerated filer” or a “large accelerated filer” under~~ the ~~Exchange~~premarket ~~Act.~~approvals ~~Rule~~we ~~12b-2~~may ~~under~~receive ~~the Exchange Act defines an “accelerated filer” to mean any company that first meets the following conditions at the end of each fiscal year: The company had a public float of $75 million~~ or ~~more,~~reclassify ~~but~~our ~~less than $700 million, as of the last business day of the company’s most recently completed second fiscal quarter~~device; the company has been subject to the reporting requirements of the Exchange Act for at least twelve calendar months; the company has filed at least one annual report under the Exchange Act; the company did not have annual revenues of less than $100 million and either no public float or a public float of less than $700 million; and, once the company determines that it does not qualify for “smaller reporting company” status because it exceeded one or more of the current thresholds for such status, is not eligible to regain “smaller reporting company” status under the test provided under paragraph (3)(iii)(B) of the “smaller reporting company” definition in Rule 12b-2 of the Exchange Act. Rule 12b-2 under the Exchange Act defines a “large accelerated filer” in the same way as an “accelerated filer” except that the company meeting the definition must have a public float of $700 million or more as of the last business day of the company’s most recently completed second fiscal quarter.

A•impose ~~non-accelerated~~operating ~~filer~~restrictions, isincluding ~~not~~requiring ~~required~~a topartial ~~file an~~or ~~auditor~~total ~~attestation~~shutdown ~~report on internal control over financial reporting that is otherwise required under Section 404(b)~~ of ~~the Sarbanes-Oxley Act.~~production;

~~Therefore,~~•enjoin ~~our~~or ~~internal control~~restrain ~~over~~conduct ~~financial~~resulting ~~reporting will not receive the level of review provided by the process relating to the auditor attestation included~~ in ~~annual~~violations ~~reports~~ of ~~issuers~~applicable ~~that~~law ~~are~~pertaining ~~subject~~ to ~~the~~medical ~~auditor~~devices; attestation requirements. In addition, we cannot predict if investors will find our common stock less attractive because we are not required to comply with the auditor attestation requirements. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and trading price for our common stock may be negatively affected. See also above, “—We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our stockholders could receive less information than they might expect to receive from more mature public companies.”/or

We•assess ~~are~~criminal aor ~~“smaller reporting~~civil ~~company”~~penalties ~~within~~against ~~the~~our ~~meaning of the Exchange Act~~officers, ~~and~~employees ifor we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companiesus.

~~Rule~~Following ~~12b~~correspondence from the FDA questioning our reliance on letters-2to-file offor the ~~Exchange~~expansion ~~Act~~into ~~defines~~heart dysfunction, we are now seeking a ~~“smaller reporting~~new ~~company”~~510(k) asclearance anfrom ~~issuer~~the FDA for the expanded use of QuantaFlo to enable expanded labeling. If the FDA concludes that iswe ~~not~~failed anto ~~investment~~comply ~~company,~~with any regulatory requirement during an ~~asset-backed~~inspection ~~issuer~~or otherwise, orit could have a ~~majority-owned~~material ~~subsidiary~~adverse ofeffect aon ~~parent that~~our isbusiness ~~not~~and afinancial ~~smaller~~condition. ~~reporting~~We ~~company~~could incur substantial expense and ~~that:~~harm to our reputation, and our ability to introduce new or enhanced products in a timely manner could be adversely affected.

●If ~~had~~we aare ~~public~~found ~~float~~to ofhave ~~less~~improperly ~~than~~promoted ~~$250~~our ~~million~~products asfor ofoff-label ~~the last business day of its most recently completed second fiscal quarter~~uses, ~~computed~~we bymay ~~multiplying~~become ~~the~~subject ~~aggregate~~to ~~worldwide~~significant ~~number~~fines ~~of shares of its voting~~ and ~~non-voting~~other common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; orliability.

●The inFDA and other regulatory agencies strictly regulate the ~~case~~promotional ofclaims anthat ~~initial~~may ~~registration~~be ~~statement~~made ~~under~~about ~~the~~medical ~~Securities~~devices. ~~Act~~For orexample, ~~the~~devices ~~Exchange~~cleared ~~Act~~under section 510(k) cannot be marketed for ~~shares~~any intended use that is outside of ~~its~~the ~~common~~FDA’s ~~equity,~~substantial ~~had~~equivalence adetermination ~~public~~for ~~float~~such ofdevices. ~~less~~Physicians ~~than~~nevertheless ~~$250~~may ~~million~~use asour ofproducts on their patients in a ~~date~~manner ~~within~~that 30is ~~days~~inconsistent ofwith the ~~date~~intended ofuse cleared by the ~~filing~~FDA. ofIf ~~the~~we ~~registration~~are ~~statement~~found to have promoted such “off-label” uses, ~~computed~~we bymay ~~multiplying~~become ~~the~~subject ~~aggregate~~to ~~worldwide~~significant ~~number~~government offines ~~such~~and ~~shares~~other ~~held~~related byliability. ~~non-affiliates~~The ~~before~~federal ~~the~~government ~~registration~~has ~~plus,~~levied inlarge ~~the~~civil ~~case~~and ofcriminal afines ~~Securities~~against ~~Act~~companies ~~registration~~for ~~statement,~~alleged ~~the~~improper ~~number~~promotion ofand ~~such~~has ~~shares~~enjoined ~~included~~several companies from engaging in ~~the~~off-label ~~registration~~promotion. ~~statement~~The byFDA ~~the~~has ~~estimated~~also ~~public~~requested ~~offering~~that ~~price~~companies ofenter ~~the~~into ~~shares;~~consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed.

●Although inpart ~~the~~of ~~case~~our ofbusiness anstrategy ~~issuer~~is ~~whose~~based ~~public~~on ~~float~~payment asprovisions ~~calculated~~enacted under ~~paragraph~~government ~~(1)~~healthcare orreform, ~~(2)~~we ofalso ~~this~~face ~~definition~~significant ~~was~~uncertainty ~~zero~~in orthe ~~whose~~industry ~~public~~regarding ~~float~~the ~~was~~implementation, ~~less~~transformation ~~than~~or ~~$700~~repeal ~~million,~~and ~~had~~replacement ~~annual revenues~~ of ~~less than $100 million during~~ the ~~most~~Health ~~recently~~Care ~~completed~~Reform ~~fiscal year for which audited financial statements are available~~Law.

33Political, economic and regulatory influences are subjecting the healthcare industry to fundamental changes. For example, the Health Care Reform Law brought a new way of doing business for providers and health insurance plans, shifting the focus from fee for service programs to capitated programs that pay a monthly fee per patient. The Health Care Reform law also provided for higher risk factor adjustment payments for sicker patients who have conditions that are codified, as well as economic benefits for achieving certain quality of care measurements.

IfWe abelieve ~~company~~that ~~determines~~the ~~that~~Health itCare ~~does~~Reform ~~not~~Law ~~qualify~~ measures are mainly positive for ~~smaller~~our ~~reporting~~business ~~company~~given ~~status~~the ~~because~~ability itof ~~exceeded~~QuantaFlo ~~one~~to ormeasure ~~more~~blood offlow ~~the~~in ~~above~~an ~~thresholds~~in-office setting, itwhich ~~will~~can ~~remain~~assist ~~unqualified~~doctors ~~unless~~and ~~when~~other ~~making its~~providers ~~annual~~to ~~determination~~suspect itPAD ~~meets~~and ~~certain~~other ~~alternative~~vascular ~~threshold~~diseases. ~~requirements~~However, ~~which~~we cannot predict what changes will now be ~~lower~~made, ~~than~~and if these features will be repealed. For example, the ~~above~~2024 ~~thresholds~~final rate announcement from CMS removed incentives for our customers to screen for asymptomatic PAD. If the CMS reimbursement landscape changes again, or if ~~its~~the ~~prior public~~Health ~~float~~Care Reform Law is changed or ~~prior~~repealed ~~annual~~altogether ~~revenues~~without ~~exceed~~a ~~certain~~comparable ~~thresholds~~replacement, such that there are no incentives for identifying sicker patients, it would negatively affect our business prospects and strategy, and could materially adversely affect our healthcare business, financial condition and results of operations.

AsFurther, athe ~~smaller~~Health ~~reporting~~Care ~~company,~~Reform weLaw ~~are~~encourages ~~not~~hospitals ~~required to~~and ~~include~~physicians ato ~~Compensation~~work ~~Discussion~~collaboratively ~~and~~through ~~Analysis~~shared ~~section~~savings inprograms, ~~our~~such ~~proxy~~as ~~statements;~~accountable wecare ~~will~~organizations, ~~provide~~as ~~only~~well ~~two~~as ~~years~~other ofbundled ~~financial~~payment ~~statements; and~~initiatives, wewhich ~~need~~may ~~not~~ultimately ~~provide~~result in the ~~table~~reduction of ~~selected~~medical ~~financial~~device ~~data.~~acquisitions Weand ~~will~~the ~~also~~consolidation beof ~~exempt~~medical ~~from~~device ~~certain~~suppliers ~~greenhouse~~used ~~gas~~by ~~emissions~~hospitals ~~disclosure~~ and ~~related~~health ~~third-party assurance requirements~~systems. WeChanges ~~also~~to ~~will~~or ~~have~~repeal ~~other~~of ~~“scaled”~~the ~~disclosure~~Health ~~requirements~~Care ~~that~~Reform ~~are~~Law ~~less comprehensive than issuers that are not smaller reporting companies which~~ could ~~make~~adversely ~~our~~affect ~~Class B Common Stock less attractive to potential investors, which could make it more difficult for~~ our ~~stockholders~~financial toresults ~~sell~~and ~~their shares~~business.

AsWe aare ~~“smaller~~subject ~~reporting~~to ~~company~~various healthcare fraud and abuse laws and regulations,~~” we~~ ~~may~~recently ~~choose~~entered into a settlement agreement with DOJ relating to ~~exempt~~a ~~our~~qui ~~company~~tam ~~from~~action ~~certain~~under ~~corporate~~the ~~governance~~False ~~requirements~~Claims ~~that~~Act, ~~could~~ad ~~have~~is annow ~~adverse~~subject ~~effect~~to onadditional ~~our~~litigation ~~public~~and ~~stockholders~~risk relating to the DOJ matter and disclosures regarding the same.

~~Under~~We ~~Nasdaq~~are ~~rules, a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act, is not~~ subject to ~~certain~~various ~~corporate~~healthcare ~~governance~~fraud ~~requirements~~and ~~otherwise applicable~~abuse tolaws ~~companies~~and ~~listed on Nasdaq~~regulations. ~~For~~We example, a smaller reporting company is exempt from the requirement of having a compensation committee composed solely of directors meeting certain enhanced independence standards, as long as the compensation committee has at least two members who do meet such standards. Although we have ~~not~~been ~~yet~~and ~~determined to avail ourselves of this or other exemptions from Nasdaq requirements that are or~~ may be ~~afforded~~subject to ~~smaller~~liability ~~reporting~~under ~~companies, while we will seek to maintain our shares on Nasdaq in the future we may elect to rely on any or all of them. By electing to utilize any~~ such ~~exemptions,~~laws ~~our~~and ~~company~~ may also be subject to ~~greater~~liability ~~risks~~for ~~of poor~~any ~~corporate~~future ~~governance,~~conduct ~~poorer~~that ~~management decision-making processes, and reduced results of operations from problems in our corporate organization. Consequently, our stock price may suffer, and there~~ is nodeemed ~~assurance~~by ~~that~~the wegovernment ~~will~~or bethe ~~able to continue to meet all continuing listing requirements of Nasdaq from which we will not be exempt, including minimum stock price requirements.~~

~~ITEM 1B. UNRESOLVED STAFF COMMENTS.~~35

~~Not~~courts ~~applicable~~to violate these laws, including significant administrative, criminal and civil penalties, damages, fines, disgorgement, imprisonment, exclusion from participation as a supplier of product to beneficiaries covered by Medicare or Medicaid, additional reporting obligations and oversight if subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, contractual damages, reputational harm, diminished profits and future earnings, and curtailment or restructuring of operations.

~~ITEM~~Additionally, 1Cthe government has continued to pursue an increasing number of enforcement actions. ~~CYBERSECURITY~~This increased enforcement environment may increase scrutiny of our company, directly or indirectly, and could increase the likelihood of an enforcement action targeting our company, either due to our actions, those of any distributor (including our former distributor), or our customers or those of our distributors. These customers include parties that bill Federal healthcare programs for use of our product or for caring for patients with conditions diagnosed with the aid of our product, all of whom may be subject to government scrutiny. The federal False Claims Act provides for treble damages and per-claim penalties. For example, the DOJ investigated Semler Scientific for improper reimbursement of claims for testing using our QuantaFlo device, which led to the entry into a $29.8 million settlement agreement in September 2025. Semler Scientific also entered into a corporate integrity agreement with the Department of Health and Human Services (“HHS”) in connection with the settlement. Our settlement with DOJ also exposes us to risk of other litigation. Notably, a purported class action lawsuit was filed in late August 2025 relating to our disclosures regarding the DOJ investigation. In addition, to the extent that our customers, many of whom are providers, may be affected by this increased enforcement environment, or cease to do business with us as a result of the reputational harm caused by the DOJ settlement or additional requirements imposed by the HHS corporate integrity agreement, our business could correspondingly be affected. It is possible that a review of our business practices or those of our customers by courts or government authorities could result in a determination with an adverse effect on our business. We cannot predict the effect of possible future enforcement actions on our business.

~~Risk~~Disruptions ~~Management~~at the FDA and ~~Strategy~~other government agencies caused by the change in presidential administration, funding shortages or potential funding shortages could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner, or otherwise prevent those agencies from performing normal business functions, which could negatively impact our business and our timelines.

The ~~Company~~ability ~~recognizes~~of the ~~critical~~FDA ~~importance~~ to review and clear or approve new products can be affected by a variety of ~~developing~~factors, ~~implementing~~including government budget and funding levels, ability to hire and ~~maintaining~~retain ~~robust~~key ~~cybersecurity~~personnel ~~measures~~and toaccept ~~safeguard~~the ~~our~~payment ~~information~~of ~~systems~~user fees, shifting policy priorities as a result of changes in the Presidential administration and ~~protect~~political appointees tasked to oversee the ~~confidentiality~~agency, ~~integrity,~~ and ~~availability~~statutory, ofregulatory, ~~our~~and ~~data~~policy changes. WeAverage ~~maintain~~review ~~cybersecurity insurance coverage~~times ~~that~~at ~~provides~~the ~~protection~~agency ~~against~~have ~~potential losses~~fluctuated ~~arising~~in ~~from~~recent ~~certain~~years ~~cybersecurity~~as ~~incidents~~a result. In addition, wegovernment ~~have~~funding ~~developed~~of ~~the~~other ~~following~~government ~~processes~~agencies ason ~~part~~which of our ~~strategy~~operations ~~for assessing,~~may ~~identifying,~~rely ~~and~~is ~~managing~~subject ~~material~~to ~~risks~~the ~~from~~impacts ~~cybersecurity~~of ~~threats~~political events, which are inherently fluid and unpredictable.

~~Managing~~Disruptions ~~Material~~at ~~Risks~~the FDA and ~~Integrated~~other ~~Overall Risk~~agencies ~~Management~~may slow the time necessary for review and approval (including our expanded indication for QuantaFlo), which could adversely affect our business. For example, over the last several years, the U.S. government has shut down several times and certain regulatory agencies, such as the FDA, have had to furlough critical FDA and other government employees and stop critical activities. Prolonged government shutdown could significantly impact the ability of the FDA to timely review and process our submissions, which could have a material adverse effect on our business and our timelines.

WeRisks ~~have~~Related ~~integrated cybersecurity risk management into our risk management processes. This integration is intended~~ to ~~ensure~~Our ~~that~~Healthcare ~~cybersecurity~~Intellectual ~~considerations are part of our decision-making processes. We continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.~~Property

WeOur ~~have~~healthcare ~~adopted~~business ~~the~~largely ~~standard~~depends ~~2FA~~on ~~(two factor authentication) for all~~ our ~~eData~~ability ~~access (emails, online storage, etc.). In addition, all our applications and third-party applications have timed, authentication and environmental disposable cookie processes that force every user~~ to ~~reauthenticate~~obtain ~~their credentials. Our business transactional data includes dumb access controls that are vendor-specific, a set or specified range of costs, faceless entry point,~~ and aprotect ~~unique~~the ~~4FA~~proprietary ~~(four factor~~information ~~authentication)~~on ~~process,~~which ~~protecting~~we ~~access~~base to our ~~banking and application systems~~product.

~~Moreover,~~Our healthcare business depends in large part upon our ~~commitment~~ability to ~~data~~establish ~~security~~and ~~extends beyond~~maintain ~~industry~~the ~~standards~~proprietary nature of our technology through the ~~implementation~~patent ofprocess, ~~advanced~~as ~~access~~well ~~controls~~as our ability to license from others’ patents and patent applications necessary to develop our product. WeIf ~~have~~our ~~developed~~patent aor ~~sophisticated~~any ~~access~~future ~~control~~patents ~~system~~are successfully challenged, ~~referred~~ invalidated or circumvented, or our right or ability to asmanufacture ~~“dumb~~our ~~access~~product ~~controls~~was to be limited,” ~~which~~our ~~limits~~ability ~~access~~to continue to ~~only~~manufacture ~~specific~~and ~~vendors~~market ~~within~~our aproduct ~~predefined~~could ~~range~~be ofadversely ~~costs~~affected. ~~This system~~In ~~operates~~addition ~~through~~to apatents, ~~faceless~~we ~~entry~~rely ~~point~~on ~~with~~trade asecrets ~~unique~~and ~~4FA~~proprietary ~~process~~know-how, ~~ensuring~~which ~~that~~we ~~access~~seek to ~~sensitive~~protect, ~~banking~~in orpart, ~~application~~through ~~systems is~~confidentiality ~~strictly~~and ~~controlled~~proprietary ~~and~~information ~~virtually~~agreements. ~~nonexistent~~The ~~for~~other ~~unauthorized~~parties ~~entities.~~to ~~These~~these ~~comprehensive~~agreements ~~security~~may ~~measures~~breach these provisions, and we may not ~~only~~have ~~protect~~adequate ~~our business~~remedies ~~transactional~~for ~~data~~any ~~but~~breach. ~~also~~Additionally, ~~uphold~~our ~~the~~trade ~~integrity~~secrets ~~and~~could ~~confidentiality~~otherwise ofbecome ~~our~~known ~~systems~~to ~~and~~or ~~information~~be ~~assets~~independently developed by competitors.

34As of December 31, 2025, Semler Scientific has been issued, or has rights to, one U.S. patent (which expires on December 11, 2027) (prior to the Semler Scientific Merger). The patent we and our consolidated subsidiaries hold may be successfully challenged, invalidated or circumvented, or we and our consolidated subsidiaries may otherwise be unable to rely on this patent. These risks are also present for the process we use for manufacturing our product. In addition, our

~~Engaging Risk Management Systems and Third-Party Consultant~~36

~~Recognizing~~competitors, ~~the~~many ~~complexity~~of whom have substantial resources and ~~evolving~~have ~~nature of~~made ~~cybersecurity~~substantial ~~threats~~investments in competing technologies, wemay ~~use~~apply ~~risk~~for ~~management~~and ~~systems~~obtain ~~developed~~patents that prevent, limit or interfere with our ability to make, use and ~~tested~~sell our product, either in the United States or in international markets. The medical device industry has been characterized by ~~external~~extensive ~~experts~~litigation regarding patents and other intellectual property rights. We may institute, ~~including~~become ~~cybersecurity~~party ~~assessors~~to, ~~consultants~~ or be threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to our product and ~~auditors~~technology, including interference or derivation proceedings before the U.S. ~~These~~Patent ~~risk~~and ~~management~~Trademark ~~systems~~Office ~~enable~~(“USPTO”). Third parties may assert infringement claims against us based on existing patents or patents that may be granted in the future. If we are found to ~~leverage~~infringe ~~specialized~~a ~~knowledge~~third ~~and~~party’s ~~insights~~intellectual asproperty ~~part~~rights, ofwe could be required to obtain a license from such third party to continue developing and marketing our ~~cybersecurity strategies~~product and ~~processes~~technology. ~~These~~However, ~~systems~~we ~~are~~may ~~assessed~~not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. We could be forced, including by court order, to cease commercializing the infringing technology or product. In addition, we could be found liable for monetary damages, including treble damages and ~~maintained~~attorneys’ ~~with~~fees if we are found to have willfully infringed a patent. A finding of infringement could prevent us from commercializing our product or force us to cease some of our business operations, which could materially harm our business. Claims that we have misappropriated the ~~assistance~~confidential information or trade secrets of third~~-party~~ ~~service~~parties ~~providers~~could have a similar negative impact on our business. The defense and prosecution of intellectual property suits, ~~including~~USPTO proceedings and related legal and administrative proceedings are both costly and time consuming. Any litigation or interference proceedings involving us may require us to incur substantial legal and other fees and expenses and may require some of our employees to devote all or a ~~Technology~~ ~~Consultant~~substantial ~~engaged~~portion byof their time to the ~~Company~~proceedings.

~~Overseeing~~We ~~Third-Party~~may ~~Risk~~need to license intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms.

~~Because~~A wethird ~~are~~party ~~aware~~may ofhold ~~the~~intellectual ~~risks~~property, ~~associated~~including ~~with third-party~~patent ~~service~~rights ~~providers,~~that weare ~~implement~~important ~~processes~~or necessary to ~~oversee~~the ~~and~~development ~~manage~~of ~~these~~our ~~risks~~vascular testing product or any future products. WeIt ~~conduct~~may ~~thorough~~be ~~security~~necessary ~~assessments~~for us to use the patented or proprietary technology of ~~all~~ a third- party ~~providers~~to ~~before~~commercialize ~~engagement~~our ~~and~~own ~~maintain~~technology ~~ongoing~~or ~~monitoring~~products, in which case we would be required to ~~ensure~~obtain ~~compliance~~a ~~with~~license ~~our~~from ~~cybersecurity~~such ~~standards~~third party. ~~The~~A ~~monitoring includes~~license ~~regular~~to ~~assessments~~such byintellectual ~~our~~property ~~Chief~~may ~~Technology~~not ~~Officer.~~be ~~This~~available ~~approach~~or ismay ~~designed~~not tobe ~~mitigate~~available ~~risks~~on ~~related~~commercially toreasonable ~~data~~terms, ~~breaches~~which ~~or other~~could ~~security~~have ~~incidents~~a ~~originating~~material ~~from~~adverse ~~third~~effect ~~parties~~on our business and financial condition.

~~Risks~~We ~~from~~may ~~Cybersecurity~~be ~~Threats~~subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property.

WeAlthough ~~have~~we try to ensure that we and our employees and independent contractors do not ~~encountered~~use ~~cybersecurity~~the ~~challenges~~ proprietary information or know-how of others in their work for our company, we may be subject to claims that we or that our employees or independent contractors have ~~materially~~used ~~affected~~or disclosed intellectual property in violation of the rights of others. These claims may cover a range of matters, such as challenges to our trademarks, as well as claims that our employees or independent contractors are ~~reasonably~~using ~~likely~~trade secrets or other proprietary information of any such employee’s former employer or independent contractors. Although we do not expect the resolution of the proceeding to ~~materially~~have ~~affect~~a ~~us,~~material ~~including~~adverse effect on our business ~~strategy~~or financial condition, ~~results~~litigation ofto ~~operations~~defend itself against claims can be both costly and time consuming, or ~~financial~~and ~~condition~~divert management’s attention away from growing our business.

~~Governance~~In addition, while it is our policy to require our employees and independent contractors who may be involved in the development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who in fact develops intellectual property that we regard as our own. Our and their assignment agreements may not be self-executing or may be breached, and we may be forced to bring claims against third parties, or defend claims they may bring against us, to determine the ownership of what we regard as our intellectual property.

~~Board~~If ofwe ~~Directors~~fail ~~Oversight~~in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to management.

~~Our~~If ~~board~~we ofare ~~directors~~unable ~~oversees~~to protect the ~~management~~ confidentiality of ~~risks~~our ~~associated~~trade ~~with~~secrets, ~~cybersecurity~~our ~~threats~~business and competitive position would be harmed.

~~Management’s~~In ~~Role~~addition ~~Managing~~to ~~Risk~~seeking patents for some of our technology and product, we also rely on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position. We seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside scientific collaborators, contract manufacturers, consultants, advisors and other third parties. We also generally enter into confidentiality and invention or patent assignment agreements with our employees and consultants. Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for

The Company’s Chief Technology Officer, Chief Operating Officer, and Technology Consultant are primarily responsible for assessing, monitoring and managing our cybersecurity risks. Our Chief Technology Officer must ensure that all industry standard cybersecurity measures are functioning as required to prevent or detect cybersecurity threats and related risks. The Chief Technology Officer provides briefings on cybersecurity threats and related risks to our Chief Executive Officer on a regular basis. Our Chief Technology Officer has nine years of experience in the field of information technology. The Chief Technology Officer oversees and tests our compliance with standards, remediates known risks, and leads our employee training program. The Company’s Chief Technology Officer and Technology Consultant have extensive experience in cybersecurity and possess the necessary knowledge, skills, background, and experience.37

~~Monitoring~~such ~~Cybersecurity~~breaches. ~~Incidents~~Enforcing a claim that a party infringed a patent or illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed.

~~The~~Risks ~~Company’s~~Related Chief Technology Officer and Technology Consultant are continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. The Chief Technology Officer and Technical Consultant implement and oversee processes for the regular monitoring of our information systems. This includes the deployment of industry-standard security measures and regular system audits to ~~identify potential~~Our ~~vulnerabilities.~~Preferred In the event of a cybersecurity incident, the Chief Technology Officer and Technical Consultant will implement an incident response plan. This plan includes immediate actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents.Stock

~~Reporting~~Although our SATA Stock is senior to ~~Board~~our Class A Common Stock and Class B Common Stock, it is junior to our existing and future indebtedness, structurally junior to the liabilities of ~~Directors~~our subsidiaries and subject to the rights and preferences of any other class or series of preferred stock then outstanding.

~~Significant~~If ~~cybersecurity~~we ~~matters~~liquidate, dissolve or wind up, whether voluntarily or involuntarily, then our assets will be available to distribute to our equity holders, including holders of our SATA Stock, our Class A Common Stock and ~~strategic risk~~our ~~management~~Class ~~decisions~~B Common Stock, only if all of our then-outstanding indebtedness is first paid in full. The remaining assets, if any, would then be allocated among the holders of our equity securities in accordance with their respective liquidation rights. If we issue any liquidation senior stock in the future, then we would be required to pay the amounts due on such liquidation senior stock in full before making any payments on our SATA Stock or common stock. If any assets remain after any liquidation senior stock is paid in full, those assets will be ~~escalated~~distributed pro rata among holders of our SATA Stock and any other liquidation parity stock then outstanding. There may be insufficient remaining assets available to pay the ~~board~~liquidation preference and any accumulated and unpaid dividends on our SATA Stock in which case holders of ~~directors~~our common stock would not receive any value for their shares. If we issue any dividend senior stock in the future, such dividend senior stock could contain provisions that prohibit us from paying accumulated dividends on our SATA Stock, or from purchasing, redeeming or acquiring our SATA Stock until and unless we first pay accumulated dividends in full on such dividend senior stock. As of March 17, 2026, we had no consolidated indebtedness outstanding, with the exception of $10.0 million aggregate principal amount of our Semler Convertible Notes (as defined below), which we assumed from Semler Scientific. Additionally, as of March 17, 2026, there were no shares of dividend parity stock or liquidation parity stock outstanding. Our indebtedness ranks senior to our SATA Stock. Our indebtedness ranks senior to our SATA Stock. As of March 17, 2026, there were 59,286,628 shares of Class A Common Stock issued and outstanding and 9,872,157 shares of Class B Common Stock issued and outstanding, all of which rank junior to our SATA Stock. The shares of Class A Common Stock as of March 17, 2026 do not include 9,872,157 shares of Class B Common Stock that are issued and outstanding and 531,888,702 unexercised traditional warrants to purchase 26,594,435 shares of Class A Common Stock, in each case issued and outstanding as of March 17, 2026.

35In addition, our subsidiaries have no obligation to pay any amounts on our SATA Stock. If any of our subsidiaries liquidates, dissolves or winds up, whether voluntarily or involuntarily, then we, as a direct or indirect common equity owner of that subsidiary, will be subject to the prior claims of that subsidiary’s creditors, including trade creditors and preferred equity holders. We may never receive any amounts from that subsidiary, and, accordingly, the assets of that subsidiary may never be available to make payments on our SATA Stock.

~~ITEM~~Our 2.right ~~PROPERTIES~~to unilaterally reduce the regular dividend rate could cause our SATA Stock to accumulate dividends at rates that are below those of otherwise comparable instruments, could cause the trading price or value of our SATA Stock to decrease, and could otherwise significantly harm investors.

~~Although~~Our weSATA ~~are~~Stock aaccumulates ~~remote-first~~cumulative ~~company,~~regular wedividends ~~have~~ on the stated amount thereof at a ~~central~~variable ~~office~~rate inper ~~Dallas,~~annum ~~Texas.~~equal ~~All~~to ofthe ~~our~~monthly ~~independent~~regular ~~contractors~~dividend ~~and~~rate ~~employees~~per ~~are~~annum. ~~remote-first~~The ~~and~~monthly ~~supply~~regular ~~their~~dividend ~~own~~rate ~~equipment~~per ~~and office~~annum ~~space.~~was Ininitially ~~the~~set ~~future~~at 12.00%. However, we ~~may~~have ~~seek~~the toright, ~~expand~~in our ~~physical~~sole ~~facilities~~and absolute discretion, to ~~accommodate~~adjust ~~our~~the ~~growth.~~monthly ~~Our~~regular ~~headquarters~~dividend israte inper ~~Dallas,~~annum ~~leased through~~that ~~Regus~~applies ~~Management~~to ateach ~~The~~regular ~~Crescent~~dividend ~~Office~~period ~~Complex~~that ~~located~~begins atafter ~~100~~the ~~Crescent~~first ~~Court~~regular dividend period. For example, ~~7th~~most ~~Floor~~recently, inon ~~Dallas~~March 11, ~~Texas.~~2026, ~~Our~~we ~~rent~~announced ~~was~~an ~~initially $32.82~~increase to the monthly regular dividend rate per ~~day~~annum on SATA Stock from ~~February~~12.50% 1to 12.75%, ~~2022~~effective tofor ~~January~~monthly ~~31,~~periods ~~2023.~~commencing Onon ~~October~~or ~~10,~~after ~~2022~~March 16, we2026. ~~renewed~~Our anright ~~office~~to ~~lease~~adjust atthe ~~this~~monthly ~~location~~regular ~~for~~dividend ~~$1,085~~ rate per ~~month~~annum ~~from~~is ~~February~~subject 1,to ~~2023~~certain torestrictions. ~~January~~For 31example, ~~2024.~~we Onare ~~May~~not 4,permitted ~~2022,~~to wereduce ~~leased~~the anmonthly ~~office~~regular atdividend ~~this~~rate ~~location~~per ~~for~~annum athat ~~daily~~applies ~~payment~~to ofany ~~$44.63 from~~regular ~~June~~dividend 1,period ~~2022~~(i) toby ~~May~~more ~~31,~~than ~~2023.~~the Onfollowing ~~March~~amount 3,from ~~2023,~~the wemonthly ~~transferred~~regular andividend ~~office~~rate ~~lease~~per toannum aapplicable ~~different~~to ~~office~~the atprior ~~this~~regular ~~location~~dividend ~~for~~period: athe ~~monthly payment~~sum of ~~$4,989~~(1) ~~from~~25 ~~March~~basis 7,points; ~~2023~~and to(2) ~~May~~the 31excess, ~~2023.~~if Onany, ~~March~~of 6,(x) ~~2023,~~the wemonthly ~~renewed~~secured anovernight ~~office~~financing ~~lease~~rate at("SOFR") ~~this~~per ~~location~~annum ~~for~~on athe ~~monthly~~first ~~payment~~ business day of ~~$5,104~~such ~~from~~prior ~~June~~regular 1dividend period, ~~2023~~over to(y) ~~February~~the ~~29,~~minimum ~~2024.~~of Onthe ~~October~~monthly ~~10,~~SOFR ~~2023,~~per weannum ~~renewed~~rates anthat ~~office~~occur ~~lease~~on atthe ~~this~~business ~~location~~days ~~for~~during athe ~~monthly~~period ~~payment of~~from, $1and including,~~228~~ ~~from~~the ~~February~~first 1,business ~~2024~~day toof ~~January~~such ~~31,~~prior ~~2025.~~regular Ondividend ~~November~~period 9to, ~~2023~~and including, wethe ~~renewed~~last anbusiness ~~office~~day ~~lease~~of atsuch ~~this~~prior ~~location~~regular ~~for~~dividend period; or (ii) to a ~~monthly~~rate ~~payment of~~per ~~$5,329~~annum ~~from~~that ~~March~~is 1,less ~~2024~~than tothe ~~November~~monthly ~~30,~~SOFR ~~2024.~~per Onannum ~~June~~in 9,effect ~~2024,~~on ~~between~~the business day before we provide notice of the ~~Company~~next ~~and~~regular ~~Regus~~dividend ~~Management~~rate. In addition, we ~~renewed~~are annot ~~office~~entitled ~~lease~~ to reduce the monthly regular dividend rate per annum unless, at ~~this~~the ~~location~~time ~~for~~we aprovide ~~monthly~~the ~~payment~~related notice of $1the adjustment,~~981~~ ~~from~~all ~~October~~accumulated 1regular dividends, ~~2024~~if toany, ~~September~~on ~~30,~~our ~~2025.~~SATA Stock then outstanding for all

Each lease will automatically renew for an additional one-year term unless cancelled by either party with at least three months’ notice. The rent on any renewal will be at the then-prevailing market rate.38

Weprior ~~believe~~completed ~~that~~regular ~~all~~dividend ~~our~~periods, ~~properties~~if any, have been ~~adequately maintained,~~paid ~~are~~in ~~generally~~full in(or ~~good~~have ~~condition,~~been declared in full and ~~are~~consideration ~~suitable~~in kind and ~~adequate~~amount that is sufficient, in accordance with the certificate of designation, to pay such accumulated regular dividends, is set aside for ~~our~~the ~~businesses~~benefit of the preferred stockholders entitled thereto).

~~ITEM~~Our 3current intention, which is subject to change in our sole and absolute discretion, is to adjust the monthly regular dividend rate per annum in such a manner as we believe will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share. ~~LEGAL~~We ~~PROCEEDINGS~~may, at any time in our sole and absolute discretion, and without the consent of any preferred stockholder, choose to reduce the monthly regular dividend rate per annum to the maximum extent permitted by the terms of our SATA Stock, without regard to the impact that reduction may have on the trading price or value of our SATA Stock.

~~From~~If ~~time~~we toreduce ~~time~~the monthly regular dividend rate per annum, wethen ~~may~~the ~~become~~trading ~~involved~~price inor ~~various lawsuits~~value ~~and~~of ~~legal~~our ~~proceedings~~SATA ~~which~~Stock ~~arise~~could indecrease ~~the~~significantly. ~~ordinary~~If ~~course~~you hold SATA Stock at the time of ~~business.~~such ~~However~~a decrease, ~~litigation~~the isvalue ~~subject~~of toyour ~~inherent~~investment ~~uncertainties~~could materially depreciate, and anyou ~~adverse~~may ~~result~~not inbe ~~these~~able orto ~~other~~resell ~~matters~~your ~~may~~SATA ~~arise~~Stock ~~from~~at ~~time~~favorable toprices, ~~time~~if ~~that~~at ~~may~~all. ~~harm~~Moreover, the mere existence of our ~~business.~~right Weto ~~are~~unilaterally ~~not~~reduce ~~currently~~the ~~aware~~monthly ~~of any~~regular ~~such~~dividend ~~legal~~rate ~~proceedings~~per orannum ~~claims~~could, ~~that~~in weitself ~~believe~~and ~~will~~without ~~have~~any aactual ~~material~~reduction ~~adverse~~in ~~effect~~the onmonthly ~~our~~regular ~~business~~dividend rate per annum, ~~financial~~cause ~~condition~~our orSATA ~~operating results~~Stock to trade at prices below those that may otherwise be expected.

~~ITEM~~Notwithstanding 4the limitations on our ability to reduce the monthly regular dividend rate per annum, the trading price of SATA Stock could decline significantly if, for example, we reduce the dividend rate in successive regular dividend periods, or there is a market expectation that we do so. ~~MINE~~Further, ~~SAFETY~~consecutive ~~DISCLOSURES~~monthly reductions of the regular dividends rate on our SATA Stock may cause the regular dividend rate on SATA Stock to be viewed as reasonably expected to decline, which could result in adverse consequences to holders of SATA Stock. See “Risk Factors—The tax rules applicable to “fast-pay stock” could result in adverse consequences to holders of SATA Stock” below. If we reduce the monthly regular dividend rate per annum to the minimum dividend rate of the monthly SOFR per annum, and the monthly SOFR per annum thereafter increases, we have no obligation to increase the monthly regular dividend rate per annum to the new monthly SOFR per annum. Moreover, SOFR has a limited history, and its future performance cannot be predicted.

~~Not~~Despite ~~applicable~~our current intention, which is to adjust the monthly regular dividend rate per annum in such a manner as we believe will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share, since we are permitted to exercise our right to adjust the monthly regular dividend rate per annum for any reason, the trading price of our SATA Stock could be significantly volatile. For example, we could choose to adjust the monthly regular dividend rate per annum for reasons not directly related to the market value of our bitcoin holdings or the interest rate environment. Accordingly, the trading profile of our SATA Stock could be significantly different than that of our other securities. Increased volatility could harm investors by, for example, causing wide fluctuations in the implied yield of our SATA Stock and otherwise increasing the uncertainty regarding the price at which investors may resell their SATA Stock, if at all.

36Certain provisions of our SATA Stock are intended to protect investors in the event we fail to declare and pay regular dividends on our SATA Stock. These provisions include restrictions on our ability to make payments on, or engage in certain other transactions relating to, other classes of our capital stock that rank junior to, or on parity with, our SATA Stock. Our ability to reduce the monthly regular dividend rate per annum could cause these provisions to be inadequate to protect investors. For example, we could reduce the monthly regular dividend rate per annum to a sufficiently low rate that permits us to pay all accumulated regular dividends and avoid invoking the protective measures of these provisions.

~~PART~~We IImay not have sufficient funds to pay dividends in cash on our SATA Stock, or we may choose not to pay dividends on our SATA Stock. In addition, regulatory and contractual restrictions may prevent us from declaring or paying dividends on our SATA Stock.

~~ITEM~~Concurrent 5with the closing of our registered initial public offering of our SATA Stock on November 10, 2025 (the “IPO Closing”), we established an initial dividend reserve in an amount equal to the first 12 months of dividend payments (which assumed dividend payments at a rate of 12.00% ~~MARKET~~per ~~FOR~~annum) ~~REGISTRANT’S~~calculated ~~COMMON~~as ~~EQUITY~~of the date of the IPO Closing (the “Initial Dividend Reserve”) and deposited $12.00 per share of SATA Stock into a separate account (the “Dividend Payment Account”) funded by us with existing cash on hand. Concurrent with the closing of our registered follow-on public offering of our SATA Stock on January 27, ~~RELATED~~2026 ~~STOCKHOLDER~~(the ~~MATTERS~~“Follow-On ~~AND~~Closing”), ~~ISSUER~~we ~~PURCHASES~~increased OFthe ~~EQUITY~~dividend ~~SECURITIES~~reserve in the Dividend Payment Account in an amount equal to the first 12 months of dividend payments (assuming dividend payments are made at a rate of 12.25% per annum) calculated as of the date of the Follow-On Closing and deposited $12.25 per share of SATA Stock sold in such offering into the Dividend Payment Account (such amount, together with the Initial Dividend Reserve, the “Dividend Reserve”). We have increased regular dividends on SATA Stock, most recently from 12.50% to 12.75% per annum for the monthly period commencing on or after March 16, 2026. Subject to compliance with Nevada law and any other applicable requirements, we may make dividend distributions from the Dividend Payment Account or from any other account maintained by us to the holders of the then-outstanding SATA Stock on a monthly basis.

~~Market Information~~39

Our ~~Class~~ability Bto ~~Common~~declare ~~Stock~~and ispay ~~listed~~cash ~~and~~dividends ~~began trading~~ on ~~the~~our ~~Nasdaq~~SATA ~~Capital~~Stock ~~Market~~will ~~tier~~depend ~~of Nasdaq~~ on ~~February~~many 3factors, ~~2023,~~including ~~under~~ the ~~symbol “ASST”. Prior to the listing, there was no public market for our common stock.~~following:

~~Number~~•our offinancial ~~Holders~~condition, including the amount of ~~Our~~cash ~~Common~~we ~~Stock~~have on hand;

As•the ofamount ~~March 25, 2025, there was one holder~~ of ~~record~~ ~~of our Class A Common Stock~~cash, ~~which~~if ~~is not listed, quoted or traded on~~ any ~~stock exchange or over-the-counter market~~, ~~and~~generated 19by ~~holders of record of~~ our ~~Class~~operations ~~B Common Stock, which is listed~~ and ~~traded~~financing onactivities ~~Nasdaq~~(including ~~under the symbol “ASST”. In computing the number of holders of record of~~ our ~~common~~ability ~~stock,~~to ~~holders~~raise ~~whose~~additional ~~shares~~capital ~~are~~from ~~held~~the inequity ~~nominee~~capital ormarkets ~~“street~~on ~~name”~~favorable ~~accounts~~terms ~~through banks, brokers~~ or ~~other~~at ~~financial institutions are not included.~~all);

~~Use~~•our anticipated financing needs, including the amounts needed to service our indebtedness or other obligations, which may be impacted by our ability to sell equity which is reliant on maintaining effective registration statements, certain market conditions, such as sufficient liquid trading volume for our stock, the market price of ~~Proceeds~~our ~~from~~securities, ~~Registered~~the ~~Securities~~value of our bitcoin holdings, investor sentiment and the general public perception of bitcoin, our strategy and our value proposition;

~~The closing of our initial public offering took place on February 7, 2023, pursuant to~~ •the ~~Underwriting~~degree Agreement, dated as of February 2, 2023, between the Company and Boustead, as representative of the underwriters named on Schedule 1 thereto (the “Underwriting Agreement”). At the closing, the Company sold 300,000 shares of Class B Common Stock for total gross proceeds of $7,500,000. After deducting the underwriting discounts, commissions, non-accountable expense allowance, and other expenses from the initial public offering, the Company received net proceeds of approximately $6.6 million. Pursuant to ~~the~~which ~~Underwriting~~we ~~Agreement,~~decide ~~on February 7, 2023, the Company also agreed~~ to ~~issue~~reinvest ~~Boustead~~any acash ~~warrant~~generated toby ~~purchase~~our ~~the~~operations ~~number~~or offinancing ~~shares~~activities ~~of Class B Common Stock equal~~ to 7%fund ofour ~~the~~future ~~aggregate number of shares of Class B Common Stock sold in the initial public offering (the “Representative’s Warrant”).~~operations;

37•the ability of our subsidiaries to distribute funds to us;

~~The~~•regulatory ~~shares~~restrictions ~~were offered and sold, and the Representative’s Warrant was issued, pursuant to the Registration Statement~~ on ~~Form~~our ~~S-1~~ability (File No. 333-267258), initially filed with the SEC on September 2, 2022, and declared effective by the SEC on February 2, 2023 (as amended, the “IPO Registration Statement”), and the final prospectus, dated February 2, 2023, filed with the SEC on February 6, 2023 pursuant to ~~Rule~~pay ~~424(b)(4) of the Securities Act (the “IPO Public Offering Prospectus”). In addition~~dividends, aincluding ~~total~~under ~~of 300,000 shares of Class B Common Stock were registered for resale by~~ the selling stockholders named in the IPO Registration Statement and a final prospectus relating to these shares, dated February 2, 2023, which was filed with the SEC on February 6, 2023 pursuant to Rule 424(b)(3) of the Securities Act (the “IPO Resale Prospectus”). The Company did not and will not receive any proceeds from the resale of Class B Common Stock by the selling stockholders.NRS;

~~The~~•our ~~IPO~~ability ~~Registration Statement~~to ~~also~~sell ~~registered~~equity ~~for~~securities ~~sale~~under ~~shares~~existing ofor ~~Class~~new ~~B Common Stock with a maximum aggregate offering price of $1,125,000 for an additional 45,000 shares of Class B Common Stock~~ at -the-market ~~assumed public~~ offering ~~price of $25.00 per share upon full exercise of the underwriters’ over-allotment option~~programs; and up to an additional 3,150 shares of Class B Common Stock underlying the Representative’s Warrant with a maximum aggregate offering price of $98,437.50 at the assumed exercise price of $31.25 per share assuming full exercise of the over-allotment option. The underwriters’ over-allotment option expired unexercised, and as of the date of this Annual Report, the Representative’s Warrant has not been exercised.

On•contractual ~~April~~restrictions ~~4, 2023, Post-Effective Amendment No. 1 to the IPO Registration Statement was filed with the SEC and became effective~~ on April 14, 2023 (the “IPO Post-Effective Amendment”). The IPO Post-Effective Amendment was required to be filed to update the IPO Registration Statement’s prospectuses to include, among other things, the information contained in our ~~Annual~~ability Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on June 30, 2023, and information in certain subsequent reports and filings under the Exchange Act. The IPO Post-Effective Amendment maintained the effectiveness of the IPO Registration Statement with respect to ~~the~~pay ~~sale of shares of common stock issuable upon exercise of the Representative’s Warrant and the resale of the shares of common stock held by the selling stockholders~~dividends. ~~Updates to the IPO Public Offering Prospectus and the IPO Resale Prospectus were included with the IPO Post-Effective Amendment.~~

AsIn ~~stated~~addition, inour ~~the~~board ~~IPO Public~~of ~~Offering~~directors ~~Prospectus,~~or ~~the~~any ~~Company~~duly ~~intended~~authorized tocommittee ~~use~~thereof ~~the~~may ~~net~~choose ~~proceeds~~not ~~from~~to ~~the~~pay ~~initial~~accumulated ~~public~~dividends ~~offering~~on our SATA Stock for ~~investment~~any inreason. ~~corporate infrastructure~~Accordingly, ~~marketing~~we ~~and~~may ~~promotion~~pay ofless ~~Discord~~than ~~communities,~~the ~~social~~full ~~campaigns,~~amount ~~and~~of ~~the~~accumulated ~~Company’s~~dividends ~~“AE~~on our SATA Stock.~~360.DDM”~~ ~~Discord design~~In addition, ~~development~~if ~~and~~we ~~management~~fail ~~service,~~to ~~expansion~~declare ofand ~~“SiN”,~~pay ~~the~~accumulated ~~Company’s~~dividends ~~social~~on ~~influencer~~our ~~network~~SATA Stock in full, ~~increasing staff~~then ~~and~~the ~~company~~value ~~personnel~~of the SATA Stock, ~~and~~as ~~general~~well ~~working~~as ~~capital,~~our ~~operating,~~Class ~~and~~A ~~other~~Common ~~corporate~~Stock ~~expenses~~will likely decline.

~~The~~Provisions ~~following~~contained isin the instruments governing our ~~reasonable~~ ~~estimate~~future ofindebtedness ~~the~~may ~~uses~~restrict ofor ~~the~~prohibit ~~proceeds~~us from ~~the~~paying ~~Company’s~~cash ~~initial~~dividends ~~public~~on ~~offering~~our ~~from~~SATA Stock. If the ~~date~~terms of ~~the~~our ~~closing~~indebtedness ofrestrict ~~the~~or ~~offering on~~prohibit ~~November~~us 16from paying dividends, ~~2023~~then ~~until~~we ~~December~~may 31seek to refinance that indebtedness or seek a waiver that would permit the payment of dividends. However, ~~2024:~~we may be unable or may choose not to refinance the indebtedness or obtain a waiver.

●Under ~~None~~the ~~was~~NRS ~~used~~78.288(2)(b), ~~for~~we ~~construction~~may ofdeclare ~~plant~~dividends on our SATA Stock if, ~~building~~after giving each dividend effect, we are able to pay our debts as they become due in the usual course of business and ~~facilities;~~our total assets would be more than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved immediately after the time of the dividend, to satisfy the preferential rights upon such dissolution of holders of shares of any class or series of our capital stock having preferential rights superior to those receiving the dividend.

●If ~~None~~we ~~was~~fail ~~used~~to ~~for~~declare ~~the~~and ~~purchase~~pay full dividends on our SATA Stock, then we will be prohibited from paying dividends on our Class A Common Stock and ~~installation~~any other junior securities, subject to limited exceptions. Further, no dividends may be declared or paid on any class or series of ~~machinery~~dividend ~~and~~parity ~~equipment;~~stock, unless regular dividends are simultaneously declared on our SATA Stock on a pro rata basis .

●We ~~None~~have ~~was~~not ~~used~~engaged ~~for~~an ~~purchases~~escrow or independent third-party agent to manage the distribution of ~~real~~dividends ~~estate;~~of our SATA Stock, including dividends from the Dividend Payment Account, nor entered into an escrow agreement or other similar arrangement.

●We ~~Approximately~~have $0not engaged, and do not intend to engage, an escrow or independent third-party agent to manage the distribution of dividends of our SATA Stock, including dividends from the Dividend Payment Account, nor entered into, and do not intend to enter into, an escrow agreement or other similar arrangement.3 ~~million~~While ~~was~~we ~~used~~intend to manage the distribution of dividends in good faith, there will not be independent custodianship of the funds allocated for distribution to the ~~acquisition~~holders of ~~assets~~SATA Stock as dividends, which may result in the mismanagement or misallocation of ~~other~~such ~~businesses;~~funds. In addition, the absence of an escrow or independent third-party agent imposes additional operational and administrative burdens on senior management, and holders of SATA Stock may experience delayed or incorrect distributions of their dividends.

●Our ~~None~~SATA ~~was~~Stock ~~used~~has ~~for~~only ~~the~~limited ~~repayment~~voting ~~of indebtedness;~~rights.

●Our ~~Approximately~~SATA ~~$6.3~~Stock ~~million~~confers ~~was~~no ~~used~~voting ~~for~~rights ~~working~~except ~~capital;~~with respect to certain dividend arrearages, certain amendments to the terms of our SATA Stock and certain other limited circumstances, and except as required by the NRS. Holding our SATA Stock does not confer the right to vote together with holders of our Class A Common Stock on matters on which our holders of Class A Common Stock are entitled to vote. For example, holders of our SATA Stock, as such, do not have the right to vote in the general election of our directors, although those holders will have a limited right, voting together with holders of any voting parity stock, if any, with similar voting rights regarding the election of directors upon a failure to pay dividends, which similar voting rights are then exercisable, to elect one director upon the occurrence of a “regular dividend

~~● None was used for temporary investments.~~40

38non-payment event.” For the full terms of our SATA Stock, see Item 1 to the Form 8-A we filed with the SEC on November 7, 2025. However, because certain existing holders of Strive, including Vivek Ramaswamy, by virtue of our dual-class structure, control a majority of the voting power of our common stock, the impact of any such election may be limited. Accordingly, the voting provisions of our SATA Stock may not afford meaningful protections.

AsWithout ofthe ~~December~~consent ~~31, 2024, none~~ of ~~the~~any ~~proceeds~~holder ~~from~~of ~~the~~our ~~initial~~SATA ~~public~~Stock ~~offering were used to make direct~~ or ~~indirect~~Class ~~payments~~A toCommon ~~any of our directors or officers~~Stock, ~~any~~ ofwe ~~their~~may ~~associates,~~issue ~~any~~preferred ~~persons~~stock ~~owning~~in ~~10%~~the orfuture ~~more~~that ofranks ~~any~~equally ~~class~~with of our ~~equity~~SATA ~~securities,~~Stock orwith ~~any~~respect ofto ~~our~~dividends ~~affiliates,~~and orliquidation ~~direct~~rights, ~~or indirect~~which ~~payments~~may toadversely ~~any~~affect ~~others~~the ~~other~~rights ~~than~~of ~~for~~preferred ~~the~~and ~~direct~~common ~~costs~~stock ~~of the offering~~stockholders.

~~There~~Without ~~has~~the ~~not~~consent ~~been~~of any holder of SATA Stock or Class A Common Stock, ~~and~~ we domay ~~not~~authorize ~~expect~~and issue preferred stock (including additional SATA Stock) that ranks equally with our SATA Stock with respect to the payment of dividends and other distributions or the distribution of assets upon our liquidation, dissolution or winding up. If we issue any ~~material~~such ~~change~~equally ranked preferred stock in the ~~planned~~future, ~~use~~the rights of ~~proceeds~~holders ~~from~~of our SATA Stock and our Class A Common Stock will be diluted and the ~~initial~~value ~~public~~of ~~offering~~our asSATA ~~described~~Stock and Class A Common Stock may decline. For example, if we issue any dividend parity stock in the ~~IPO~~future, ~~Registration Statement~~no dividends may be declared or paid on the SATA Stock unless regular dividends are simultaneously declared on any dividend parity preferred stock on a pro rata basis. The issuance of any preferred stock in the future would also have the effect of further subordinating our Class A Common Stock.

~~Securities~~The ~~Authorized~~terms ~~for~~of ~~Issuance~~our ~~Under~~SATA ~~Equity Compensation~~Stock ~~Plans~~will not impose any contractual restrictions on our use of the Dividend Payment Account and the Dividend Payment Account could be subject to the claims of creditors.

~~See~~Concurrent ~~Part~~with ~~III~~the IPO Closing, we established a Dividend Payment Account to hold the Dividend Reserve for dividend distributions payable to the holders of our then-outstanding SATA Stock. ~~Item~~However, 12the terms of our SATA Stock do not impose any contractual restrictions or limit our discretion on how we may use the funds in the Dividend Payment Account, nor grant any liens or contractual rights in favor of the holders of our SATA Stock over such funds. ~~“Security~~For ~~Ownership~~example, we are permitted to invest the proceeds of ~~Certain~~the ~~Beneficial~~Dividend ~~Owners~~Payment ~~and~~Account ~~Management~~in various capital preservation instruments, including short-term investment grade, interest-bearing securities, and ~~Related~~money-market ~~Stockholder~~funds. ~~Matters~~We ~~– Securities~~expect ~~Authorized~~that any investment income earned from the Dividend Payment Account will be remitted to us to use for ~~Issuance~~working ~~Under~~capital ~~Equity~~or ~~Compensation~~general ~~Plans”~~corporate purposes, including the acquisition of additional bitcoin. In addition, we are not contractually required to increase our contributions to the Dividend Payment Account if the dividend rate increases above 12.25% or if we issue additional SATA Stock. In the event we experience any insolvency issues and/or file for bankruptcy, the proceeds held in the Dividend Payment Account could be subject to the claims of creditors.

~~Dividend~~The ~~Policy~~condition of the financial markets, prevailing interest rates and other factors could significantly affect the trading price of our SATA Stock.

WeThe ~~have~~condition ~~never~~of ~~declared~~the orfinancial ~~paid~~markets ~~cash dividends on our common stock. We currently intend to retain all available funds~~ and ~~any~~changes ~~future earnings for use~~ in ~~the~~prevailing ~~operation~~interest ofrates ~~our~~can ~~business and~~have doan ~~not~~adverse ~~anticipate~~effect ~~paying~~on ~~any~~the ~~cash~~trading ~~dividends~~price onof our ~~common~~SATA ~~stock in the near future~~Stock. InFor ~~addition~~example, ~~the~~prevailing ~~Series~~interest Arates ~~Certificate~~have offluctuated ~~Designation prohibits~~in the ~~Company~~past ~~from~~and ~~declaring~~are orlikely ~~paying any cash dividends on its capital stock other than as required by the Series A Certificate of Designation with respect~~ to ~~the~~fluctuate ~~outstanding shares of Series A Preferred Stock. We may also enter into credit agreements or other borrowing arrangements~~ in the future, ~~that~~and ~~will~~we ~~restrict~~would ~~our~~expect ~~ability~~an toincrease ~~declare~~in orprevailing ~~pay~~interest ~~cash~~rates ~~dividends on our common stock. Any future determination~~ to ~~declare~~depress ~~dividends will be made at~~ the ~~discretion~~trading price of our ~~board~~SATA ofStock. ~~directors~~An ~~and~~increase ~~will~~in ~~depend~~short- onor ~~our~~long-term ~~financial~~interest ~~condition~~rates, ~~operating~~including ~~results, capital~~as ~~requirements,~~a ~~contractual~~result ~~restrictions, general business conditions and other factors that our board~~ of ~~directors~~a ~~may~~rise ~~deem~~in ~~relevant. See~~actual ~~also~~or ~~“Item~~expected ~~1A.~~inflation, ~~Risk~~could ~~Factors~~cause –the ~~Risks~~trading ~~Related~~price ~~to Ownership~~ of ~~Our~~our ~~Class~~SATA ~~B Common~~ Stock ~~– We have never paid cash dividends on our stock and do not intend~~ to ~~pay~~fall ~~dividends for the foreseeable future~~significantly.”

~~Recent~~Future ~~Sales~~sales, or the perception of ~~Unregistered~~future ~~Securities~~sales, of our Class A Common Stock, our debt instruments, our SATA Stock, or other classes or series of liquidation parity stock or dividend parity stock could depress the trading price of our listed securities.

~~During~~We ~~2024~~may issue and sell additional shares of Class A Common Stock, ~~the Company~~shares ~~did~~of ~~not~~SATA ~~sell~~Stock, ~~any~~notes, ~~equity~~or other classes or series of liquidation parity stock or dividend parity stock in subsequent offerings to raise capital, or may issue such securities ~~that~~for ~~were~~other ~~not~~purposes, ~~registered~~including ~~under~~in connection with the ~~Securities~~acquisition ~~Act~~of ~~and~~additional ~~that~~bitcoin. ~~were~~We ~~not~~cannot ~~previously~~predict ~~disclosed~~the ~~in a~~size ~~Quarterly~~and ~~Report~~terms onof ~~Form~~future ~~10-Q~~issuances of such securities or ~~Current~~the ~~Report~~effect, if any, that future issuances and sales of such securities will have on ~~Form~~the ~~8-K~~trading ~~where~~price ~~required~~of our listed securities.

~~Purchases~~ Transactions involving newly issued Class A Common Stock, debt, SATA Stock, or other series of ~~Equity~~liquidation ~~Securities~~parity stock or dividend parity stock could result in a decrease in the trading price of our Class A Common Stock and our SATA Stock.

NoWe ~~repurchases~~may be unsuccessful in achieving, or may abandon, our current intention of adjusting the regular dividend rate on our ~~common~~SATA ~~stock~~Stock ~~were~~in ~~made~~such ~~during~~ a manner as we believe (in our sole and absolute judgment) would be designed to cause the ~~fourth~~SATA ~~quarter~~Stock to trade at prices, or otherwise have a value, within its targeted long-term trading range of ~~2024~~$99 and $101 per share.

~~ITEM~~Our 6current intention, which is subject to change in our sole and absolute discretion, is to adjust the monthly regular dividend rate per annum on our SATA Stock in such a manner as we believe will maintain SATA Stock’s trading price within its stated long-term range of $99 and $101 per share. ~~[RESERVED]~~However, we have no obligation to do so, and even if we

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~41

~~The following~~attempt ~~discussion~~to ~~and~~achieve ~~analysis summarizes the significant factors affecting~~ our ~~operating~~current ~~results,~~stated ~~financial condition~~intent, ~~liquidity~~any ~~and cash~~adjustments ~~flows~~we asmake ofto ~~and for~~ the ~~periods~~monthly ~~presented~~regular ~~below.~~dividend ~~The~~rate ~~following~~per ~~discussion~~annum, ~~and~~or ~~analysis~~any ~~should~~other beactions ~~read~~we intake, ~~conjunction~~may ~~with~~fail ~~our~~to ~~financial statements~~achieve ~~and~~or ~~the~~maintain ~~related~~a ~~notes~~long-term ~~thereto~~trading ~~included~~level ~~elsewhere~~for inthe ~~this~~SATA ~~Annual~~Stock ~~Report.~~between ~~The~~$99 ~~discussion~~and ~~contains~~$101 ~~forward-looking~~per ~~statements that~~share. ~~are~~For ~~based~~example, onif the ~~beliefs~~SATA ofStock ~~management,~~is astrading ~~well~~at asa ~~assumptions~~price ~~made~~per ~~by,~~share ~~and~~above ~~information~~$101 ~~currently~~and ~~available~~we ~~to,~~reduce ~~management.~~the ~~Actual results~~monthly ~~could~~regular ~~differ~~dividend ~~materially~~rate ~~from~~per ~~those~~annum ~~discussed~~with inthe orgoal ~~implied~~of bydecreasing ~~forward-looking~~the ~~statements~~trading asprice aper ~~result~~share of ~~various~~the ~~factors~~SATA Stock, ~~including those~~such ~~discussed~~reduction ~~below~~may ~~and~~cause ~~elsewhere~~the intrading ~~this~~price ~~Annual~~of ~~Report, particularly in~~ the ~~sections~~SATA ~~titled~~Stock ~~Item~~to ~~1A.~~decrease ~~“Risk~~by ~~Factors” and~~a ~~“Cautionary~~greater ~~Note~~amount ~~Regarding~~than ~~Forward-Looking~~we ~~Statements~~anticipate.”

~~Overview~~Similarly, if the SATA Stock is trading at a price per share below $99 and we increase the monthly regular dividend rate per annum with the goal of increasing the trading price per share of the SATA Stock, such increase may cause the trading price of the SATA Stock to increase by a lesser amount than we anticipate.

~~Asset Entities is a technology company providing social media marketing and content delivery services across Discord~~Further, ~~TikTok,~~for ~~and~~any ~~other~~additional ~~social~~shares ~~media~~of ~~platforms.~~SATA WeStock ~~also~~that ~~design,~~we ~~develop and~~issue ~~manage~~(whether ~~servers~~in ~~for~~an ~~communities~~“at-the-market” onor ~~Discord.~~similar ~~Based~~offering) onin the ~~growth~~future, of our ~~Discord~~current ~~servers~~intention ~~and~~(which ~~social~~is ~~media~~subject ~~following,~~to wechange ~~have~~in ~~developed three categories of services: (1)~~ our ~~Discord~~sole ~~investment education~~ and ~~entertainment~~absolute ~~services, (2~~discretion) ~~social~~is ~~media~~to ~~and~~issue ~~marketing~~any ~~services, and~~such ~~(3)~~shares ~~our~~of ~~“AE.360.DDM”~~SATA ~~brand~~Stock ~~services.~~at ~~We also offer Ternary v2,~~ a ~~cloud-based~~price ~~subscription~~per ~~management~~share ~~and~~not ~~payment~~less ~~processing solution~~than ~~for~~$99 ~~Discord~~or ~~communities,~~more ~~which~~than ~~includes a suite of customer relations management tools and Stripe-verified payment processing~~$110. ~~All~~ ofHowever, ~~our~~we ~~services~~may ~~are~~issue ~~based~~any onadditional ~~our~~shares ~~effective use~~ of ~~Discord~~SATA asStock ~~well~~(whether asin ~~other~~an ~~social~~“at-the-market” ~~media~~or ~~including~~similar ~~TikTok,~~offering) X,at ~~Instagram,~~any ~~and~~price ~~YouTube~~we choose.

39Like any other security, the trading price or value of our SATA Stock will depend on a wide range of factors, including those described elsewhere in this “Risk Factors” section , many of which are beyond our control. While we expect that the dividend rate on the SATA Stock will directly impact its trading price or value, there are many other factors that could have equal or more significant impacts. Any adjustment we make to the monthly regular dividend rate per annum on our SATA Stock that is designed to achieve a specified trading price or value will, necessarily, be based on assumptions regarding those other factors. These assumptions will always be inaccurate or incomplete to some degree, and potentially to a material extent. Moreover, even if such an adjustment initially achieves a specified trading price or value, the trading price or value may fluctuate significantly throughout the relevant regular dividend period before we have an opportunity to adjust the monthly regular dividend rate per annum for the next regular dividend period.

~~Our~~Importantly, ~~Discord~~the ~~investment~~mere ~~education~~existence ~~and~~of ~~entertainment service~~our isright ~~designed~~to ~~primarily~~unilaterally byadjust ~~and~~the ~~for~~monthly ~~enthusiastic~~regular ~~Generation~~dividend Z,rate orper ~~Gen~~annum Z,will ~~retail~~impact ~~investors,~~the ~~creators~~trading price and ~~influencers~~value of the SATA Stock. ~~Gen~~Specifically, Zwe isexpect ~~commonly considered~~the trading price of the SATA Stock at any time to bereflect ~~people~~the ~~born~~market’s ~~between~~expectations ~~1997~~at ~~and~~that ~~2012~~time regarding how we will exercise this right in the foreseeable future. ~~Our~~Comments ~~investment~~we ~~education~~make ~~and~~regarding ~~entertainment~~our ~~service~~intentions ~~focuses~~regarding onthe ~~stock,~~adjustment ~~real~~of ~~estate, cryptocurrency,~~the ~~and~~monthly ~~NFT~~regular ~~community~~dividend ~~learning~~rate ~~programs~~per ~~designed~~annum ~~for~~could also impact the ~~next~~trading ~~generation~~price and value of the SATA Stock. ~~While~~Modeling wethe ~~believe~~impact ~~that~~of ~~Gen~~market Zexpectations ~~will~~on ~~continue~~the totrading price of the SATA Stock may be ~~our~~ ~~primary~~impossible. ~~market~~For example, ~~our~~if ~~Discord~~we ~~server~~increase, ~~offering~~or ~~features~~announce ~~education~~an ~~and~~intention ~~entertainment~~to ~~content~~increase, ~~covering~~the ~~real~~monthly ~~estate~~regular ~~investments~~dividend rate per annum, ~~which~~then ~~is expected~~the totrading ~~appeal~~price ~~strongly~~of tothe ~~older~~SATA ~~generations~~Stock asmay ~~well.~~in ~~Our~~fact ~~combined~~decrease ~~server~~if ~~user~~the ~~membership~~market ~~was~~expected ~~approximately~~us ~~206,899~~to asmake ofa ~~December 31,~~larger ~~2024~~increase.

~~Our~~From ~~social~~time ~~media~~to ~~and~~time, ~~marketing~~we ~~services~~may ~~utilize~~ publicly disclose our ~~management’s~~expected ~~social~~policies ~~influencer~~regarding ~~backgrounds~~adjustments byto ~~offering~~the ~~social~~monthly ~~media~~regular ~~and~~dividend ~~marketing~~rate ~~campaign~~per ~~services~~annum of the SATA Stock. These disclosures may include specific numerical frameworks setting forth the amount of any change to ~~business~~the ~~clients~~monthly regular dividend rate per annum that we intend to make based on the trading price of the SATA Stock or other metrics. ~~Our team~~In all cases, these disclosures refer only to our current intent as of ~~social~~the ~~influencer~~time ~~independent~~of ~~contractors~~the applicable disclosure; they are neither a guarantee that the SATA Stock will trade at a specified price in response to any changes to the monthly regular dividend rate per annum, ~~which~~nor a guarantee that we ~~call~~will make any specific adjustment to the monthly regular dividend rate per annum. Moreover, we are free to abandon our ~~“SiN”~~stated intent, as described above, or ~~“Social~~any ~~Influencer~~policies ~~Network”~~or frameworks that we may subsequently disclose publicly, ~~can perform~~at ~~social~~any ~~media~~time in our sole and ~~marketing~~absolute ~~campaign~~discretion ~~services~~and without the consent of any preferred stockholder. See “Risk Factors—Risks Related to ~~expand~~Our ~~our~~Preferred ~~clients’~~Stock—Our ~~Discord~~right ~~server~~to ~~bases~~unilaterally ~~and~~reduce ~~drive~~the ~~traffic~~regular dividend rate could cause our SATA Stock to ~~their~~accumulate ~~businesses~~dividends at rates that are below those of otherwise comparable instruments, as ~~well~~could ascause ~~increase~~the ~~membership~~trading inprice or value of our ~~own~~SATA ~~servers~~Stock to decrease, and could otherwise significantly harm investors” above.

~~Our~~Holders ~~“AE.360.DDM, Design Develop Manage” service, or “AE.360.DDM”, is a suite~~ of ~~services~~our toSATA ~~individuals~~Stock ~~and~~may ~~companies~~be ~~seeking~~treated toas ~~create~~receiving adeemed ~~server on Discord. We believe we are the first company to provide “Design~~distributions, ~~Develop~~ and ~~Manage,”~~consequently ormay ~~DDM,~~be ~~services~~subject ~~for~~to ~~any~~tax ~~individual,~~with ~~company,~~respect ~~or organization that wishes~~ to ~~join~~our ~~Discord~~SATA ~~and~~Stock ~~create~~under ~~their~~certain ~~own community. With our AE.360.DDM rollout~~circumstances, weeven ~~are~~though ~~uniquely~~no ~~positioned~~corresponding todistribution ~~offer~~of ~~DDM~~cash ~~services in~~has ~~the~~been ~~growing market for Discord servers~~made.

~~Through~~Under ~~Ternary~~Section ~~v2,~~305 ~~our~~of ~~subscription~~the ~~management and~~Internal ~~payment~~Revenue ~~processing~~Code ~~solution~~of ~~for~~1986, ~~Discord~~as ~~communities~~amended (the “Code”), ~~subscribers~~holders ~~can~~of ~~monetize~~our ~~and~~SATA ~~manage~~Stock ~~their~~may ~~Discord~~be ~~users.~~treated ~~Ternary~~as v2receiving ~~simplifies the~~a ~~process~~deemed ~~for~~distribution on our ~~subscribers~~SATA ~~to:~~Stock under certain circumstances, including (i) ~~sell~~an ~~memberships~~increase toin ~~their~~the ~~Discord~~liquidation ~~servers~~preference onof ~~their~~our ~~websites~~SATA ~~and~~Stock, ~~collect~~(ii) ~~payments~~if ~~through~~our ~~Stripe with~~SATA ~~daily~~Stock ~~payouts;~~is issued at a discount or (iiiii) ~~add~~if ~~digital~~we ~~products~~can ~~and~~call ~~services~~the ~~and~~SATA ~~designate~~Stock ~~purchase~~at ~~options~~a toprice ~~their~~above ~~Discord~~its ~~servers;~~issue ~~(iii)~~price. ~~customize~~The ~~their user Discord permissions~~liquidation ~~and~~preference ~~roles~~of ~~and~~the ~~other~~SATA ~~Discord~~Stock ~~settings;~~is ~~and~~subject ~~(iv)~~to ~~utilize~~adjustment ~~our~~in ~~Discord~~the ~~bot~~manner described in Item 1 to ~~automatically~~the ~~apply~~Form ~~their Discord~~8-A ~~user~~we ~~settings~~filed towith ~~authenticate~~the ~~new~~SEC ~~users~~on November 7, ~~apply~~2025, ~~customizable~~which ~~permission~~adjustment ~~sets~~may toresult ~~users~~in an increase in the liquidation preference. In addition, ~~and~~if ~~remove~~our ~~users~~board ~~when~~of ~~their~~directors ~~subscriptions expire~~does not declare a dividend on our SATA Stock in respect of any dividend period before the related dividend payment date, the deferred dividend may be treated as an increase in the liquidation preference of our SATA Stock. AsIn either case, any increase in the liquidation preference could give rise to a ~~Stripe-verified~~deemed ~~partner~~dividend ~~through~~to ~~Ternary~~holders v2of our SATA Stock. Although the matter is not entirely clear, we ~~can~~believe ~~also~~any ~~assist~~such ~~subscribers~~adjustment ~~with~~of ~~integrating~~liquidation ~~other~~preference ~~platforms~~in ~~into~~the ~~their~~manner ~~Discord servers~~described in Item 1 to the Form 8-A we filed with ~~open~~the ~~application~~SEC ~~programming~~on ~~interfaces~~November 7, ~~further~~2025, ~~extending~~

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