SEC Comment Letter 0000000000-24-006780 to Strive, Inc. (ASST)
Strive, Inc.
Date: June 13, 2024 · CIK: 0001920406 · Accession: 0000000000-24-006780
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280020
Letter
United States securities and exchange commission logo June 13, 2024 Matthew Krueger Chief Financial Officer Asset Entities Inc. 100 Crescent Ct, 7th Floor Dallas, TX 75201 Re:Asset Entities Inc. Registration Statement on Form S-1 Filed June 7, 2024 File No. 333-280020 Dear Matthew Krueger: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 General 1.We note that you are registering the resale of 7,594,521 of the shares of Class B Common Stock issuable upon the conversion of a variable amount of the 165 Series A Preferred Stock issued to Ionic Ventures, LLC in connection with a securities purchase agreement dated May 24, 2024, and that it represents the first of two expected transactions. Given the size and nature of the resale offering relative to the outstanding shares of common stock held by non-affiliates, it appears that this transaction may be an indirect primary offering by or on behalf of the company. Please provide us with your detailed legal analysis as to why the transaction covered by the registration statement should be regarded as a secondary offering that is eligible to be made on a delayed or continuous basis under Rule 415(a)(1)(i) of the Securities Act rather than a primary offering in which the selling shareholder is acting as an underwriter selling on your behalf. For guidance, please refer to Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.
FirstName LastNameMatthew Krueger Comapany NameAsset Entities Inc. June 13, 2024 Page 2 FirstName LastName Matthew Krueger Asset Entities Inc. June 13, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Aliya Ishmukhamedova at 202-551-7519 or Matthew Derby at 202-551- 3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Louis A. Bevilacqua, Esq.
Show Raw Text
United States securities and exchange commission logo
June 13, 2024
Matthew Krueger
Chief Financial Officer
Asset Entities Inc.
100 Crescent Ct, 7th Floor
Dallas, TX 75201
Re:Asset Entities Inc.
Registration Statement on Form S-1
Filed June 7, 2024
File No. 333-280020
Dear Matthew Krueger:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.We note that you are registering the resale of 7,594,521 of the shares of Class B Common
Stock issuable upon the conversion of a variable amount of the 165 Series A Preferred
Stock issued to Ionic Ventures, LLC in connection with a securities purchase agreement
dated May 24, 2024, and that it represents the first of two expected transactions. Given the
size and nature of the resale offering relative to the outstanding shares of common stock
held by non-affiliates, it appears that this transaction may be an indirect primary offering
by or on behalf of the company. Please provide us with your detailed legal analysis as to
why the transaction covered by the registration statement should be regarded as a
secondary offering that is eligible to be made on a delayed or continuous basis under Rule
415(a)(1)(i) of the Securities Act rather than a primary offering in which the selling
shareholder is acting as an underwriter selling on your behalf. For guidance, please refer
to Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.
FirstName LastNameMatthew Krueger
Comapany NameAsset Entities Inc.
June 13, 2024 Page 2
FirstName LastName
Matthew Krueger
Asset Entities Inc.
June 13, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Aliya Ishmukhamedova at 202-551-7519 or Matthew Derby at 202-551-
3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Louis A. Bevilacqua, Esq.