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 ASSET ENTITIES INC.
100 Crescent Ct, 7th Floor

 Dallas, TX 75201

 August 20, 2025

 Division of Corporation Finance

 Office of Crypto Assets

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Irene Paik

 John Dana Brown

 Re: Asset Entities
 Inc.

 Registration Statement on Form S-4 (File No. 333-289280)

 Dear Ms. Paik and Mr. Brown:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Asset Entities Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness
of the above-referenced Registration Statement on Form S-4 (the "Registration Statement") and declare such Registration Statement
effective at 4:00 p.m. (Eastern Time) on Friday, August 22, 2025, or as soon thereafter as practicable.

 It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888, ext. 100.

 Respectfully,

 Asset Entities Inc.

 By:
 /s/ Arshia
 Sarkhani

 Arshia Sarkhani

 Chief Executive Officer and President

 cc:

 Louis A. Bevilacqua, Bevilacqua PLLC

 Joseph J. Kaufman, Bevilacqua PLLC

 Derek Dostal, Davis Polk & Wardwell LLP

 Evan Rosen, Davis Polk & Wardwell LLP

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 E:
 Lou@bevilacquapllc.com

 T:
 202.869.0888 (ext. 100)

 W:
 bevilacquapllc.com

 August 5, 2025

 Re:
 Asset Entities Inc.
Draft Registration Statement on Form S-4
Submitted June 27, 2025
CIK No. 0001920406

 Irene Paik, John Dana Brown

 Division of Corporation Finance
Office of Crypto Assets
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-3628

 Dear Ms. Paik and Mr. Brown:

 On behalf of our client, Asset Entities Inc.,
a Nevada corporation (the " Company "), we are responding to the comment from the Staff (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission ") relating to the Company's Draft Registration
Statement on Form S-4 (the " Draft Registration Statement ") contained in the Staff's letter dated July 10, 2025
(the " Comment Letter "). In response to the comment set forth in the Comment Letter, the Company has revised the Draft
Registration Statement and is filing with the Commission a Registration Statement on Form S-4 (the " Registration Statement "),
together with this response letter. The Registration Statement also contains certain additional updates and revisions. Terms used herein
but not defined herein have the meaning set forth in the Registration Statement.

 Set forth below is the Company's response
to the Staff's comment. For convenience, the Staff's comment is repeated below in italics, followed by the Company's
response to the comment as well as a summary of the responsive actions taken. We have included page numbers to refer to the location in
the Registration Statement, filed on the date hereof, where the revised language addressing the comment appears.

 Draft Registration Statement on Form S-4

 General

 1. Please expand your disclosure of your plan of operations for the next twelve months by describing the
source of capital for your acquisition of Bitcoin, including disclosure related to the amount of Bitcoin you intend to purchase with the
proceeds from the PIPE Financing and associated warrant exercises as well as through the beta Bitcoin accumulation strategies you discuss
on page 195 so that investors understand the estimated size of the Bitcoin treasury. Please also expand your disclosure of how the alpha
investing strategies would work, including how acquiring biotech companies trading below NAV at a discount to net cash, purchasing distressed
Bitcoin litigation claims at a discount, and buying junior tranches of Bitcoin-backed credit structures "increases exposure and
outperformance versus Bitcoin," and the source of capital for such acquisitions or investments. Please clarify whether you intend
to acquire and continue the operations of the biotech companies or whether you intend to hold investments in companies with Bitcoin treasuries.
Disclose an estimated timeline of the building of your Bitcoin treasury for the next twelve months and the implementation of your alpha
investing strategies, including an estimate of the cost of each step, the sources of capital of each step, and the challenges you may
face. Further, provide applicable risk factor disclosure addressing the risks you may face in deploying your strategy.

 Response: In response to the Staff's comment, the
Company has revised its disclosure on pages 142, 143, 145, 232, 233, and 234 of the Registration Statement.

 * * *

 1050 Connecticut Ave., NW, Suite 500

 Washington, DC 20036

 PG. 2

 Should any questions arise, please do not hesitate
to contact me at (202) 869-0888 (ext. 100) or lou@bevilacquapllc.com, or Joseph J. Kaufman at (202) 869-0888 (ext. 113) or Joseph@bevilacquapllc.com.

 Thank you for your time and attention.

 Sincerely,

 /s/ Louis A. Bevilacqua

 Louis A. Bevilacqua

 Bevilacqua PLLC

 cc:

 Joseph J. Kaufman, Bevilacqua PLLC

 Derek Dostal, Davis Polk & Wardwell LLP

 Evan Rosen, Davis Polk & Wardwell LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 10, 2025

Arshia Sarkhani
Chief Executive Officer
Asset Entities Inc.
100 Crescent Ct, 7th Floor
Dallas, TX 75201

 Re: Asset Entities Inc.
 Draft Registration Statement on Form S-4
 Submitted June 27, 2025
 CIK No. 0001920406
Dear Arshia Sarkhani:

 We have conducted a limited review of your draft registration statement
and have the
following comment.

 Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. If
you do not
believe the comment applies to your facts and circumstances or do not believe
an amendment
is appropriate, please tell us why in your response.

 After reviewing the information you provide in response to this letter
and your filed
registration statement, we may have additional comments.

Draft Registration Statement on Form S-4
General

1. Please expand your disclosure of your plan of operations for the next
twelve months
 by describing the source of capital for your acquisition of Bitcoin,
including
 disclosure related to the amount of Bitcoin you intend to purchase with
the proceeds
 from the PIPE Financing and associated warrant exercises as well as
through the beta
 Bitcoin accumulation strategies you discuss on page 195 so that
investors understand
 the estimated size of the Bitcoin treasury. Please also expand your
disclosure of how
 the alpha investing strategies would work, including how acquiring
biotech companies
 trading below NAV at a discount to net cash, purchasing distressed
Bitcoin litigation
 claims at a discount, and buying junior tranches of Bitcoin-backed
credit structures
 "increases exposure and outperformance versus Bitcoin," and the source
of capital for
 such acquisitions or investments. Please clarify whether you intend to
acquire and
 July 10, 2025
Page 2

 continue the operations of the biotech companies or whether you intend
to hold
 investments in companies with Bitcoin treasuries. Disclose an estimated
timeline of
 the building of your Bitcoin treasury for the next twelve months and the
 implementation of your alpha investing strategies, including an estimate
of the cost of
 each step, the sources of capital of each step, and the challenges you
may face.
 Further, provide applicable risk factor disclosure addressing the risks
you may face in
 deploying your strategy.
 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.

 We also remind you that your registration statement must be on file at
least two
business days prior to the requested effective date and time. 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 Irene Paik at 202-551-6553 or John Dana Brown at
202-551-3859 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Joseph J. Kaufman
</TEXT>
</DOCUMENT>

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ASSET ENTITIES INC.

100 Crescent Ct, 7th Floor

Dallas, TX 75201

December 18, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Mitchell Austin

Jan Woo

Re:  Asset Entities
                                            Inc.

    Registration Statement on Form S-1

    File No. 333-283850

Dear Mitchell Austin and Jan Woo:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Asset Entities Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness
of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration Statement
effective at 5:00 p.m. (Eastern Time) on Friday, December 20, 2024, or as soon thereafter as practicable.

It would be
appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    Asset Entities Inc.

    By:
    /s/ Arshia Sarkhani

    Arshia Sarkhani
Chief Executive Officer and President

cc:  Louis A. Bevilacqua, Esq.

December 18, 2024
Arshia Sarkhani
Chief Executive Officer
Asset Entities Inc.
100 Crescent Ct, 7th Floor
Dallas, TX 75201
Re:Asset Entities Inc.
Registration Statement on Form S-1
Filed December 16, 2024
File No. 333-283850
Dear Arshia Sarkhani:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Mitchell Austin at 202-551-3574 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Louis Bevilacqua

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ASSET ENTITIES INC.

100 Crescent Ct, 7th Floor

Dallas, TX 75201

November 21, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Charli Wilson

 Re: Asset Entities Inc.

Registration Statement on Form S-1

File No. 333-282921

Dear Charli Wilson:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Asset Entities Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness
of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration Statement
effective at 5:00 p.m. (Eastern Time) on Monday, November 25, 2024, or as soon thereafter as practicable.

It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    Asset Entities Inc.

    By:
    /s/ Arshia Sarkhani

    Arshia Sarkhani

    Chief Executive Officer and President

cc: Louis A. Bevilacqua, Esq.

November 14, 2024
Arshia Sarkhani
Chief Executive Officer
Asset Entities Inc.
100 Crescent Ct, 7th Floor
Dallas, TX 75201
Re:Asset Entities Inc.
Registration Statement on Form S-1
Filed October 31, 2024
File No. 333-282921
Dear Arshia Sarkhani:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. 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.
            Please contact Charli Wilson at 202-551-6388 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Louis Bevilacqua

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ASSET ENTITIES INC.

100 Crescent Ct, 7th Floor

Dallas, TX 75201

September 9, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Lauren Pierce

Jeff Kauten

    Re:
    Asset Entities Inc.

    Registration Statement on Form S-1

    File No. 333-281438

Dear Lauren Pierce and Jeff Kauten:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Asset Entities Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness
of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration Statement
effective at 5:00 p.m. (Eastern Time) on Wednesday, September 11, 2024, or as soon thereafter as practicable.

It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    Asset Entities Inc.

    By:
    /s/ Arshia Sarkhani

    Arshia Sarkhani

    Chief Executive Officer and President

cc:  Louis A. Bevilacqua, Esq.

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E: Lou@bevilacquapllc.com

T: 202.869.0888 (ext. 100)

W: bevilacquapllc.com

August 30, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Lauren Pierce

Jeff Kauten

 Re: Asset Entities Inc.

Registration Statement
on Form S-1

Filed August 9, 2024

File No. 333-281438

Ladies and Gentlemen:

On behalf of our client, Asset Entities Inc. (the
“Company”), we hereby submit the response thereof to the comment of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “SEC”) set forth in the Staff’s letter, dated August 22, 2024, providing such comment on
the Company’s Registration Statement on Form S-1 (the “Registration Statement”). Concurrently with the filing of this
letter, we have filed an amendment on Form S-1/A to the Registration Statement.

For the convenience of the Staff, the Staff’s
comment is included and is followed by the response of the Company. Unless the context indicates otherwise, references in this letter
to “we,” “us,” and “our” refer to the Company.

Registration Statement on Form S-1

Cover page

 1. Please revise your disclosure to provide clear and consistent disclosure regarding why 30,800 shares
of Class B Common Stock are issuable to the selling stockholder. In this regard, your disclosure on the cover indicates that the shares
are issuable "in connection with the transactions contemplated by the Ionic Purchase Agreement," which does not appear to be
consistent with your disclosure on page 5 which indicates that the shares are issuable in connection with "the Underwriting Agreement
between the Company and Boustead, as representative of the underwriters of our initial public offering." In addition, if the shares
are issuable in connection with the Ionic Purchase Agreement, please explain the relationship between Ionic Ventures, Sutter Securities,
Boustead Securities, and Michael R. Jacks such that the Ionic Purchase Agreement would result in shares being issued to and sold by Michael
R. Jacks.

Response:
In response to the Staff’s comment, we have revised the Registration Statement to provide clearer and more consistent disclosure
that 30,800 shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”), of the Company (the
“Warrant Shares”), are issuable upon exercise of a warrant (the “July 2024 Assignee Warrant”) that was issued
as of July 29, 2024 to Michael R. Jacks (the “Warrant Assignee”), a selling stockholder. As disclosed in the Registration
Statement, as amended, the July 2024 Assignee Warrant was issued pursuant to an Assignment and Assumption Agreement, dated as of July
30, 2024, among Boustead Securities, LLC, a registered broker-dealer (“Boustead”), Sutter Securities, Inc., a registered broker-dealer
and an affiliate of Boustead (“Sutter”), and the Company, providing for the assignment by Boustead to Sutter of all of the
rights to a warrant issued to Boustead on July 29, 2024 pursuant to certain contractual obligations described below (the “July 2024
Tail Warrant”), and an Assignment and Assumption Agreement, dated as of July 30, 2024, among Sutter, the Warrant Assignee, Boustead,
and the Company, providing for the assignment by Sutter to the Warrant Assignee, a registered representative of Sutter, to all of the
rights to the July 2024 Tail Warrant (both assignments collectively, the “Warrant Assignment”). Upon the issuance of the July
2024 Assignee Warrant, the July 2024 Tail Warrant was cancelled.

1050 Connecticut Ave., NW, Suite 500

Washington, DC 20036

  PG. 2

The July 2024 Tail Warrant was required
to be issued to Boustead pursuant to the ongoing compensation obligations of the Company to Boustead under the engagement letter agreement,
dated November 29, 2021, between the Company and Boustead (the “Boustead Engagement Letter”), and the Underwriting Agreement,
dated February 2, 2023, between the Company and Boustead, as representative of the underwriters of the Company’s initial public
offering (the “Underwriting Agreement”). The Boustead Engagement Letter provides in relevant part that during the term that
began on November 29, 2021 and ending 12 months following the termination or expiration of the Boustead Engagement letter, which occurred
on February 7, 2024, if the Company sells securities in an investment transaction, the Company must compensate Boustead with a cash fee
equal to seven percent (7%) of gross proceeds, a non-accountable expense allowance equal to one percent (1%) of gross proceeds, and warrants
that may be exercised to purchase an amount of shares that is equal to seven percent (7%) of the shares issued or underlying the securities
issued in the investment transaction. Pursuant to the Underwriting Agreement, all terms and conditions of the Boustead Engagement Letter
that are not subject to the terms and conditions of the Underwriting Agreement, including the ongoing compensation terms under the Boustead
Engagement Letter, remain in full force and effect.

Pursuant to such requirements, on July
29, 2024, the date of the second closing (the “Second Closing”) under the Securities Purchase Agreement, dated as of May 24,
2024, between the Company and Ionic Ventures, LLC, a California limited liability company (“Ionic”), as amended by the First
Amendment to Securities Purchase Agreement, dated as of June 13, 2024, between the Company and Ionic, the Company issued the July 2024
Tail Warrant to Boustead for the purchase of the number of shares of Class B Common Stock that was equal to 7% of the number of shares
of Class B Common Stock that may be issued upon conversion of the shares of Series A Convertible Preferred Stock, $0.0001 par value per
share, sold at the Second Closing at the initial conversion price of $3.75 per share.

There is no relationship between the
Company and Sutter or the Warrant Assignee other than in respect of the Warrant Assignment and the July 2024 Assignee Warrant.

There is no relationship
between Ionic, and Sutter, Boustead, or the Warrant Assignee.

***

  PG. 3

If you would like to discuss our response to
the Staff’s comment or any other matters related to the Registration Statement, please contact Louis A. Bevilacqua at 202-869-0888
(ext. 100).

    Sincerely,

    /s/ Louis A. Bevilacqua

    Louis A. Bevilacqua

    Bevilacqua PLLC

    cc:
    Matthew Krueger, Chief Financial Officer

August 22, 2024
Arshia Sarkhani
Chief Executive Officer
Asset Entities Inc.
100 Crescent Ct, 7th Floor
Dallas, TX
Re:Asset Entities Inc.
Registration Statement on Form S-1
Filed August 9, 2024
File No. 333-281438
Dear Arshia Sarkhani:
            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
Cover page
1.Please revise your disclosure to provide clear and consistent disclosure regarding
why 30,800 shares of Class B Common Stock are issuable to the selling stockholder. In
this regard, your disclosure on the cover indicates that the shares are issuable "in
connection with the transactions contemplated by the Ionic Purchase Agreement," which
does not appear to be consistent with your disclosure on page 5 which indicates that the
shares are issuable in connection with "the Underwriting Agreement between the
Company and Boustead, as representative of the underwriters of our initial public
offering." In addition, if the shares are issuable in connection with the Ionic Purchase
Agreement, please explain the relationship between Ionic Ventures, Sutter Securities,
Boustead Securities, and Michael R. Jacks such that the Ionic Purchase Agreement would
result in shares being issued to and sold by Michael R. Jacks.

August 22, 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 Rule 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 Lauren Pierce at 202-551-3887 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Joseph J. Kaufman

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ASSET ENTITIES INC.

100 Crescent Ct, 7th Floor

Dallas, TX 75201

July 22, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Aliya Ishmukhamedova

    Matthew Derby

 Re: Asset Entities Inc.

Registration Statement on Form S-1

File No. 333-280020

Dear Aliya Ishmukhamedova and Matthew Derby:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Asset Entities Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness
of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration Statement
effective at 5:00 p.m. (Eastern Time) on Wednesday, July 24, 2024, or as soon thereafter as practicable.

It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    Asset Entities Inc.

    By:
    /s/ Arshia Sarkhani

    Arshia Sarkhani

    Chief Executive Officer and President

cc:  Louis A. Bevilacqua, Esq.

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E: Lou@bevilacquapllc.com

T: 202.869.0888 (ext. 100)

W: bevilacquapllc.com

July 10, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Aliya Ishmukhamedova

    Matthew Derby

    Re:
    Asset Entities Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed June 20, 2024

    File No. 333-280020

Ladies and Gentlemen:

On behalf of our client, Asset Entities Inc. (the
“Company”), we hereby submit the response thereof to the comment of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “SEC”) set forth in the Staff’s letter, dated July 3, 2024, providing such comment on the
Company’s Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”). Concurrently with the
filing of this letter, we have filed an amendment on Form S-1/A to the Registration Statement to reflect a one-for-five (1-for-5) reverse
stock split of each of the Company’s authorized and issued and outstanding shares of Class A Common Stock, $0.0001 par value per
share, and the Company’s authorized and issued and outstanding shares of Class B Common Stock, $0.0001 par value per share (the
“Class B Common Stock”), which became effective as of 5:00 p.m. Eastern Time on July 1, 2024 (the “Reverse Stock Split”).
Where noted, the share and per share information in this letter have been adjusted to give effect to the one-Reverse Stock Split.

For the convenience of the Staff, the Staff’s
comment is included and is followed by the response of the Company. Unless the context indicates otherwise, references in this letter
to “we,” “us,” and “our” refer to the Company.

Amendment No. 1 to Registration Statement on
Form S-1

General

 1. We note your response to prior comment 1 and the reduction in the size of the offering relative to
the number of shares outstanding and the addition of a reverse stock split feature when any Series A preferred shares are outstanding.
Please provide us with a detailed legal analysis regarding why this should not be considered a primary offering with Ionic Ventures LLC
(“Ionic”) acting as an underwriter. As part of your analysis, consider the length of time the shares have been held by Ionic,
the ongoing nature of the Securities Purchase Agreement and sale of Series A preferred stock to Ionic, the business of Ionic Ventures,
the circumstances under which Ionic acquired or will acquire the Series A preferred shares, and when viewed in light of all the facts
and circumstances, whether Ionic is acting as a conduit for Asset Entities. Refer to Securities Act Rules Compliance and Disclosure Interpretations
612.09.

Response:
For the reasons set forth below, the Company respectfully submits that the offering contemplated by the Registration Statement is a valid
secondary offering by or on behalf of Ionic Ventures, LLC, a California limited liability company (“Ionic”), of shares of
Class B Common Stock that may be registered for resale on a continuous basis pursuant to Rule 415(a)(1)(i) of the Securities Act of 1933,
as amended (the “Securities Act”).

1050 Connecticut Ave., NW, Suite 500

Washington, DC 20036

PG. 2

As requested in
the Staff’s comment, the Company analyzed, among other factors, the guidance set forth in Securities Act Rules Compliance and Disclosure
Interpretations, Question 612.09 (“Interpretation 612.09”), which identifies six factors to be considered in determining whether
a purported secondary offering is really a primary offering. Interpretation 612.19 states:

It is important to identify whether a purported
secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling on behalf of an issuer.
Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s prospectus delivery requirements.
In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule and Form in some cases
will be unavailable (e.g., because of the Form S-3 “public float” test for a primary offering, or because Rule 415(a)(1)(i)
is available for secondary offerings, but primary offerings must meet the requirements of one of the other subsections of Rule 415). The
question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question
of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares, the circumstances
under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business
of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the
issuer.

Based on the Company’s consideration
of the totality of the facts and circumstances of the transaction and each of the factors enumerated in Interpretation 612.09, the Company
believes that the shares of Class B Common Stock that the Company is proposing to register for resale by Ionic (the “Shares”)
are eligible for registration on a delayed or continuous basis pursuant to Rule 415(a)(1)(i) of the Securities Act.

Factor 1: How long Ionic
has held the securities.

The Company notes that there is no mandatory
holding period for the registration for resale on a continuous basis of securities issuable upon conversion of convertible securities
issued in a private-investment, public-equity transaction (“PIPE”) transaction. As noted by the Staff in Securities Act Sections
Compliance and Disclosure Interpretations, Question 139.11 (“Interpretation 139.11”), a valid secondary offering may occur
immediately following the closing of a private placement. Interpretation 139.11 provides in relevant part as follows:

In a PIPE transaction, a company will be permitted
to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale of the securities
(or in the case of convertible securities, of the convertible security itself) to the investor, and the investor is at market risk at
the time of filing of the resale registration statement. The investor must be irrevocably bound to purchase a set number of securities
for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration
statement or at any subsequent date. When a company attempts to register for resale shares of common stock underlying unissued, convertible
securities, the PIPE analysis applies to the convertible security, not to the underlying common stock. There can be no conditions to closing
that are within an investor’s control or that an investor can cause not to be satisfied. For example, closing conditions in capital
formation transactions relating to the market price of the company’s securities or the investor’s satisfactory completion
of its due diligence on the company are unacceptable conditions. The closing of the private placement of the unissued securities must
occur within a short time after the effectiveness of the resale registration statement.

PG. 3

The Company believes this concept conforms
to the custom and practices in many PIPE transactions. In many PIPE transactions, a registration statement is required to be filed shortly
post-closing and declared effective shortly after filing. The Company is not aware that the Staff has taken a position that the period
of time elapsing between a closing and effectiveness of a registration statement has raised concerns about whether the offering is a valid
secondary offering, and the Company believes such a position would be inconsistent with Interpretation 139.11 set forth above, which allows
inclusion of the securities sold after a registration statement is filed if the registration statement is not yet effective. If inclusion
for resale of the securities sold after a registration statement is filed if the registration statement is not yet effective is allowed
in a secondary offering, then, a fortiori, inclusion of the securities sold before a registration statement is filed, regardless of the
holding period, may be allowed.

The Shares being registered for resale
will be issuable upon conversion of a variable amount of the 165 shares (the “Series A Shares” and together with the Shares,
the “Securities”) of Series A Convertible Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock”),
all of which were issued to Ionic in a private placement on May 24, 2024 (the “May 2024 Private Placement”). The issuance
was made in a bona fide private placement exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated
thereunder. Ionic paid the full purchase price for the Series A Shares in cash upon acquisition, such purchase price was set and not based
on a fluctuating market price or ratio, and Ionic has been subject to the full economic and market risks of its entire investment since
the date of the acquisition of the Series A Shares. Ionic acquired the Series A Shares with no assurance that a liquid market would be
available in which the Shares could be sold.

The discussion above supports the conclusion
that the offering pursuant to the Registration Statement is a valid secondary offering.

Factor 2: The circumstances under
which Ionic received the securities.

The Series A Shares were issued to Ionic
in the May 2024 Private Placement, an arm’s-length private placement transaction, pursuant to an exemption from registration under
Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The May 2024 Private Placement was conducted pursuant to
the Securities Purchase Agreement, dated as of May 24, 2024, between the Company and Ionic
(as amended, the “Securities Purchase Agreement”), as amended by the First Amendment
to Securities Purchase Agreement, dated as of June 13, 2024 (the “Securities Purchase Agreement
Amendment”). Ionic was introduced to the Company by, solicited to make an investment with the Company by, and worked with
Boustead Securities, LLC (“Boustead”), a registered broker-dealer and member firm of the Financial Industry Regulatory Authority,
Inc. (“FINRA”), acting on behalf of the Company pursuant to the Company’s engagement letter agreement with Boustead,
dated November 29, 2021 (the “Boustead Engagement Letter”). As provided by the Boustead Engagement Letter, Boustead has exclusive
rights to act as the Company’s financial advisor and placement agent with respect to any financing transaction, including the May
2024 Private Placement.

In
the Securities Purchase Agreement, Ionic made certain representations to the Company, including that (i) Ionic
was an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated thereunder; (ii) Ionic was acquiring the
Series A Shares and, upon conversion of the Series A Shares, will acquire the Shares issuable upon conversion thereof, in each case, for
its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of
applicable securities laws, except pursuant to sales registered or exempted under the Securities Act; (iii) Ionic understood that the
Series A Shares were offered and sold to it and the Shares are being offered to it in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and that the Company was relying in part upon the truth and accuracy of,
and Ionic’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Ionic set forth
therein in order to determine the availability of such exemptions and the eligibility of Ionic to acquire the Securities; and (iv) Ionic
had sought such accounting, legal and tax advice as it had considered necessary to make an informed investment decision with respect to
its acquisition of the Securities. The Company is neither aware of any evidence that would indicate that these representations were false
nor aware of any evidence that Ionic has any plan to act in concert with a third party to effect a distribution of the Shares. Moreover,
pursuant to the Securities Purchase Agreement, Ionic agreed that the Securities may only be disposed of in compliance with state and federal
securities laws.

PG. 4

Pursuant to the Securities Purchase
Agreement, the Company was required to enter into the Registration Rights Agreement, dated as of
May 24, 2024, between the Company and Ionic (the “Registration Rights Agreement”). The Registration Statement is being
filed by the Company to comply with its obligations under the Registration Rights Agreement. The Company did not enter into the Registration
Rights Agreement for the purposes of conducting an indirect primary offering. The Company did not and will not pay commissions or fees
to Ionic and will not receive proceeds from the resale of the Shares by Ionic.

In addition, the Company is not aware
of any evidence that would indicate that a distribution would occur if the Registration Statement is declared effective. Under the SEC’s
rules, a “distribution” requires special selling efforts. Rule 100(b) of Regulation M defines a “distribution”
as “an offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary
trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods.” The Company
is not aware of any evidence that would indicate that any special selling efforts or selling methods (such as road shows or other actions
to condition the market for the Company’s Common Stock, $0.0001 par value per share (“common stock”)), by or on behalf
of Ionic that have occurred or will occur if the Registration Statement is declared effective.

Further, Ionic is not acting on the
Company’s behalf with respect to the registration of the Shares for resale under the Registration Statement and, other than Ionic’s
registration rights, the Company has no contractual or other relationship with Ionic that would govern either (a) the timing, nature,
and amount of resales of the Shares; or (b) whether the Shares are ever resold under the Registration Statement. The existence of registration
rights is not, in and of themselves, evidence of an intent on the part of Ionic to sell its Shares, much less to sell or distribute the
securities on behalf of the Company. The Company also notes that there are many reasons, other than to effect an immediate resale, why
investors may prefer securities to be registered, which may include that an issuer’s decision to not register its shares may limit
the market value of investors’ shares due to their restricted status and prevent investors from taking advantage of market opportunities
or from liquidating their investments if, for example, the investors’ convictions in their original investment decision had waned.

Additionally, Ionic is also at market
risk with respect to purchase of the Series A Shares. As discussed in Interpretation 139.11, whether a private placement has been completed,
and the investor is at market risk, in a PIPE transaction involving convertible securities (such as the May 2024 Private Placement as
to the Series A Shares), is determined by reference to the purchase of the convertible security, rather than by reference to the underlying
security. Interpretation 139.11 specifically addressed the purchase of convertible securities that converted into common stock at a price
“based on the company’s common stock trading price at the time of conversion,” and the registration for resale of the
shares underlying the convertible securities. Therefore, the conversion of the Series A Shares at the Alternat

July 3, 2024
Matthew Krueger
Chief Financial Officer
Asset Entities Inc.
100 Crescent Ct, 7th Floor
Dallas, TX 75201
Re:Asset Entities Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 20, 2024
File No. 333-280020
Dear Matthew Krueger:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our June 13, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We note your response to prior comment 1 and the reduction in the size of the offering
relative to the number of shares outstanding and the addition of a reverse stock split
feature when any Series A preferred shares are outstanding.  Please provide us with a
detailed legal analysis regarding why this should not be considered a primary offering
with Ionic Ventures LLC ("Ionic") acting as an underwriter.  As part of your analysis,
consider the length of time the shares have been held by Ionic, the ongoing nature of the
Securities Purchase Agreement and sale of Series A preferred stock to Ionic, the business
of Ionic Ventures, the circumstances under which Ionic acquired or will acquire the Series
A preferred shares, and when viewed in light of all the facts and circumstances, whether
Ionic is acting as a conduit for Asset Entities.  Refer to Securities Act Rules Compliance
and Disclosure Interpretations 612.09.

July 3, 2024
Page 2
            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.

CORRESP
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E: Lou@bevilacquapllc.com

T: 202.869.0888 (ext. 100)

W: bevilacquapllc.com

June 20, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Aliya Ishmukhamedova

Matthew Derby

 Re: Asset Entities Inc.

Registration Statement
on Form S-1

Filed June 7, 2024

File No. 333-280020

Ladies and Gentlemen:

On behalf of our client, Asset Entities Inc. (the
“Company”), we hereby submit the response thereof to the comment of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “SEC”) set forth in the Staff’s letter, dated June 13, 2024, providing such comment on
the Company’s Registration Statement on Form S-1 (the “Registration Statement”). Concurrently with the filing of this
letter, we have filed an amendment on Form S-1/A to the Registration Statement, which incorporates our changes as indicated below made
in response to the Staff’s comment.

For the convenience of the Staff, the Staff’s
comment is included and is followed by the response of the Company. Unless the context indicates otherwise, references in this letter
to “we,” “us,” and “our” refer to the Company.

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.

Response: In response
to the Staff’s comment, we have reduced the number of shares of the Company’s Class B Common Stock, $0.0001 par value per
share (“Class B Common Stock”), being registered for resale to 1,934,469 shares of Class B Common Stock, representing approximately
one-third of the outstanding shares of common stock, $0.0001 par value per share, of the Company which are held by non-affiliates.

***

1050 Connecticut Ave., NW, Suite 500

Washington, DC 20036

PG.2

If you would like to discuss our response to the
Staff’s comment or any other matters related to the Registration Statement, please contact Louis A. Bevilacqua at 202-869-0888 (ext.
100).

    Sincerely,

    /s/ Louis A. Bevilacqua

    Louis A. Bevilacqua

    Bevilacqua PLLC

cc: Matthew Krueger, Chief Financial Officer

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.

CORRESP
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ASSET
ENTITIES INC.

100 Crescent Ct, 7th Floor

Dallas, TX 75201

April 24, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Aliya Ishmukhamedova

Matthew Derby

Re: Asset Entities Inc.

  Registration Statement on Form S-3 (File No.  333-278707)

Dear Ms. Ishmukhamedova and Mr. Derby:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Asset Entities Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness
of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) and declare such Registration Statement
effective at 4:00 p.m. (Eastern Time) on Friday, April 26, 2024, or as soon thereafter as practicable.

It would be
appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    Asset Entities Inc.

    By:
    /s/ Arshia Sarkhani

    Arshia Sarkhani

    Chief Executive Officer and President

cc:  Louis A. Bevilacqua, Esq.

United States securities and exchange commission logo
April 23, 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-3
Filed April 16, 2024
File No. 333-278707
Dear Matthew Krueger:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Aliya Ishmukhamedova at 202-551-7519 or Matthew Derby at 202-551-
3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis A. Bevilacqua, Esq.

CORRESP
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Asset Entities Inc.

100 Crescent Ct, 7th Floor

Dallas, TX 75201

September 1, 2023

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Austin Pattan

Re: Asset Entities Inc.

Registration Statement on Form S-1

File No. 333-274079

Dear Mr. Pattan:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Asset Entities Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness
of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration Statement
effective at 5:00 p.m. (Eastern Time) on Wednesday, September 6, 2023, or as soon thereafter as practicable.

It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    Asset Entities Inc.

    By:
    /s/ Arshia Sarkhani

    Arshia Sarkhani

    Chief Executive Officer and President

cc: Louis A. Bevilacqua, Esq.

United States securities and exchange commission logo
August 14, 2023
Matthew Krueger
Chief Financial Officer
Asset Entities Inc.
100 Crescent Ct, 7th Floor
Dallas, TX 75201
Re:Asset Entities Inc.
Draft Registration Statement on Form S-1
Submitted August 4, 2023
CIK: 0001920406
Dear Matthew Krueger:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Matthew Derby, Legal
Branch Chief, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis A. Bevilacqua

CORRESP
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Boustead Securities LLC

6 Venture, Suite 265

Irvine, CA 92618

January 31, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Asset Entities Inc.

    Registration Statement on Form S-1 (File No. 333-267258)

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), Boustead Securities, LLC, as representative of several
underwriters, hereby joins Asset Entities Inc. (the “Company”) in requesting that the Securities and Exchange Commission
take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-267258) (the “Registration Statement”)
to become effective on Thursday, February 2, 2023, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such other
time as the Company or its outside counsel, Bevilacqua PLLC, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under
the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus dated January 3, 2023
to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advise
that they have complied and will continue to comply with, and that they have been informed by the participating underwriters and dealers
that they have complied with and will continue to comply with, the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Very truly yours,

    Boustead Securities, LLC

    By:
    /s/ Keith Moore

    Name:
    Keith Moore

    Title:
    Chief Executive Officer

CORRESP
1
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Asset Entities Inc.

100 Crescent Ct, 7th Floor

Dallas, TX 75201

January 31, 2023

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Mitchell Austin

    Re:

    Asset Entities Inc.

    Registration Statement on Form S-1 (File No. 333-267258)

Dear Mr. Austin:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Asset Entities Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness
of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare such Registration Statement
effective at 5:00 p.m. (Eastern Time) on Thursday, February 2, 2023, or as soon thereafter as practicable.

It would be
appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    Asset Entities Inc.

    By:
    /s/ Arshia Sarkhani

    Arshia Sarkhani

    Chief Executive Officer and President

cc:  Louis A. Bevilacqua, Esq.

CORRESP
1
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Asset Entities Inc.

100 Crescent Ct, 7th Floor

Dallas, TX 75201

December 2, 2022

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mitchell Austin

Morgan Youngwood

Stephen Krikorian

Jan Woo

 Re: Asset Entities Inc.

Amendment No. 2 to Registration Statement
on Form S-1

Filed November 15, 2022

File No. 333-267258

Ladies and Gentlemen:

We hereby submit the responses of Asset Entities Inc. (the “Company”)
to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
set forth in the Staff’s letter, dated November 30, 2022, providing the Staff’s comments with respect to the Company’s
amended Registration Statement on Form S-1 (the “Registration Statement”).

For the convenience of the Staff, each of the Staff’s comments
is included and is followed by the corresponding response of the Company.  Unless the context indicates otherwise, references
in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

Amendment No. 2 to Registration Statement on Form S-1 filed November
15, 2022

Dilution, page 29

 1. Please provide your calculation of pro forma as-adjusted net tangible book value per share of common
stock after this offering and historical net tangible book value per share of common stock as of September 30, 2022. Tell us why you have
not included Class A shares of common stock in your dilution calculations.

Response: In response to the Staff’s comment, we have revised the Registration Statement to include the Class A Common Stock
(as defined in the Registration Statement) in the information reflected in the first table of the “Dilution” section
and related disclosure. In addition, attached hereto as Exhibit A is the revised calculation of the Company’s pro
forma as-adjusted net tangible book value per share of common stock after this offering and historical net tangible book value per share
of common stock as of September 30, 2022.

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (860) 912-9966 or Louis
A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

    Sincerely,

    Asset Entities Inc.

    By:
    /s/ Arshia Sarkhani

    Arshia Sarkhani

    Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

Exhibit A

United States securities and exchange commission logo
November 30, 2022
Arshia Sarkhani
Chief Executive Officer
Asset Entities Inc.
100 Crescent Ct, 7th Floor
Dallas, TX 75201
Re:Asset Entities Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 15, 2022
File No. 333-267258
Dear Arshia Sarkhani:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 comment, we may have additional comments.
Amendment No. 2 to Form S-1 filed November 15, 2022
Dilution, page 29
1.Please provide your calculation of pro forma as-adjusted net tangible book value per share
of common stock after this offering and historical net tangible book value per share of
common stock as of September 30, 2022.   Tell us why you have not included Class A
shares of common stock in your dilution calculations.

 FirstName LastNameArshia Sarkhani
 Comapany NameAsset Entities Inc.
 November 30, 2022 Page 2
 FirstName LastName
Arshia Sarkhani
Asset Entities Inc.
November 30, 2022
Page 2
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis Bevilacqua

CORRESP
1
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Asset Entities Inc.

100 Crescent Ct, 7th Floor

Dallas, TX 75201

November 15, 2022

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn:  Mitchell
                                            Austin

                                            Morgan Youngwood

                                            Stephen Krikorian

                                            Jan Woo

 Re: Asset Entities Inc.

Amendment No. 1 to Registration Statement on
Form S-1

Filed October 31, 2022

File No. 333-267258

Ladies and Gentlemen:

We hereby submit the responses of Asset Entities Inc. (the “Company”)
to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
set forth in the Staff’s letter, dated November 10, 2022, providing the Staff’s comments with respect to the Company’s
amended Registration Statement on Form S-1 (the “Registration Statement”).

For the convenience of the Staff, each of the Staff’s comments
is included and is followed by the corresponding response of the Company.  Unless the context indicates otherwise, references
in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

Amendment No. 1 to Registration Statement on Form S-1 filed October
31, 2022

General

 1. We note that you have added a secondary component to this registration statement. Please ensure you have paid the appropriate filing
fees for this component of the offering and provide a revised filing fee exhibit.

Response: We have filed a revised filing fee table as Exhibit 107 to the Registration Statement, and paid the appropriate filing fees
for this component.

 General

 2. We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated
to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public
floats. Revise to include a separate risk factor addressing the potential for rapid and substantial price volatility and any known factors
particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing
rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance
and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock.

Response: We have revised the
Registration Statement as requested by the Staff.

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (860) 912-9966 or Louis
A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

    Sincerely,

    Asset Entities Inc.

    By:
    /s/ Arshia Sarkhani

    Arshia Sarkhani

    Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

United States securities and exchange commission logo
November 10, 2022
Arshia Sarkhani
Chief Executive Officer
Asset Entities Inc.
100 Crescent Ct, 7th Floor
Dallas, TX 75201
Re:Asset Entities Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 31, 2022
File No. 333-267258
Dear Arshia Sarkhani:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed October 31, 2022
General
1.We note that you have added a secondary component to this registration statement.  Please
ensure you have paid the appropriate filing fees for this component of the offering and
provide a revised filing fee exhibit.
2.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility, including any stock-run up,

 FirstName LastNameArshia Sarkhani
 Comapany NameAsset Entities Inc.
 November 10, 2022 Page 2
 FirstName LastName
Arshia Sarkhani
Asset Entities Inc.
November 10, 2022
Page 2
may be unrelated to your actual or expected operating performance and financial
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis Bevilacqua

CORRESP
1
filename1.htm

Asset Entities Inc.

100 Crescent Ct, 7th Floor

Dallas, TX 75201

September 2, 2022

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mitchell Austin

Morgan Youngwood

Stephen Krikorian

Jan Woo

 Re: Asset Entities Inc.

Amendment No. 2 to Draft Registration
Statement on Form S-1

Submitted August 17, 2022

CIK No. 0001920406

Ladies and Gentlemen:

We hereby submit the responses of Asset Entities Inc. (the “Company”)
to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
set forth in the Staff’s letter, dated August 29, 2022, providing the Staff’s comments with respect to the Company’s
amended Draft Registration Statement on Form S-1 (the “Registration Statement”).

For the convenience of the Staff, each of the Staff’s comments
is included and is followed by the corresponding response of the Company.  Unless the context indicates otherwise, references
in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

Amendment No. 2 to DRS on Form S-1 submitted August 17, 2022

Management's Discussion and Analysis of Financial Condition and
Results of Operations Results of Operations

Comparison of the Three Months Ended June 30, 2022 and 2021, page 33

 1. We note that your revenues decreased 55.9% from $181,041 for the three months ended June 30, 2021 to $72,664 for the three months
ended June 30, 2022 and that this decrease was primarily due to a decrease in subscription revenue. Please revise to further explain the
reasons for this decrease. For example, please disclose your number of paying subscribers for each of these periods and clarify whether
there have been any changes to the prices of your subscription offerings.

Response: We have revised the disclosure to further explain the reasons for the decrease in revenues for the three months ended June
30, 2022 compared to the three months ended June 30, 2021, including the number of paying subscribers for each of these periods, and clarified
that there were no material changes to the Company’s subscription fees structure between these periods.

 General

 2. We note your responses to prior comments 4 and 5. We continue to believe that, based on the information provided, the services provided
by the company may cause the company to meet the definition of “investment adviser” in the Investment Advisers Act of 1940
(the “Advisers Act”). In particular, we believe that certain of the content on the company’s Discord servers, such as
trading diaries posted by company personnel, and other content available on its social media, may constitute investment advice. We also
reiterate that, in general, disclaimers do not change the character of the advice provided for Advisers Act purposes. Accordingly, please
revise statements in the registration statement that such content is not investment advice and that the company is not an “investment
adviser” (see, e.g., page 11 and page 17). Please also consider making corresponding changes to the disclaimers and disclosures
on the company’s Discord servers and elsewhere.

Response: We have revised or removed
all statements in the Registration Statement that the services and content provided by the Company is not investment advice and that the
Company is not an “investment adviser” under the Advisers Act. We have made corresponding changes to the disclaimers and disclosures
on the Company’s Discord and other social media platforms.

 3. We acknowledge the company’s position that the company may be able to rely on the “publisher’s exclusion”
contained in the Advisers Act. Please note that whether the company can rely on such exclusion will be a facts-and-circumstances analysis.
This analysis – as well as the determination of whether the company is an “investment adviser” – will be informed
not only by the content and services available to paid subscribers on the company’s Discord servers, but also on the content and
services available to free subscribers on such servers, as well as information and services provided on social media and elsewhere, in
each case whether by the company itself or by its agents.

Response: We acknowledge the Staff’s
comment, and have revised the Registration Statement accordingly.

 4. Please revise the risk factors on page 17, and elsewhere, as follows:

 ● Please refer to the possibility of registration as an investment adviser in one or more states, and
not solely the SEC.

 ● Please revise references to investment adviser registration as being “burdensome” and, instead, describe, in as much detail as is appropriate,
how such registration may impact the company’s operations or business model.

Response: We have revised the
Registration Statement as requested by the Staff.

    2

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (860) 912-9966 or Louis
A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

    Sincerely,

    Asset Entities Inc.

    By:
    /s/ Arshia Sarkhani

    Arshia Sarkhani

    Chief Executive Officer

 cc: Louis A. Bevilacqua, Esq.

3

United States securities and exchange commission logo
August 29, 2022
Arshia Sarkhani
Chief Executive Officer
Asset Entities Inc.
100 Crescent Ct, 7th Floor
Dallas, TX 75201
Re:Asset Entities Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted August 17, 2022
CIK No. 0001920406
Dear Mr. Sarkhani:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Our references to prior comments refer to comments in our July 14, 2022 letter.
Amendment No. 2 to DRS on Form S-1 submitted August 17, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the Three Months Ended June 30, 2022 and 2021, page 33
1.We note that your revenues decreased 55.9% from $181,041 for the three months ended
June 30, 2021 to $72,664 for the three months ended June 30, 2022 and that this decrease
was primarily due to a decrease in subscription revenue.  Please revise to further explain
the reasons for this decrease.  For example, please disclose your number of paying
subscribers for each of these periods and clarify whether there have been any changes
to the prices of your subscription offerings.

 FirstName LastNameArshia Sarkhani
 Comapany NameAsset Entities Inc.
 August 29, 2022 Page 2
 FirstName LastName
Arshia Sarkhani
Asset Entities Inc.
August 29, 2022
Page 2
General
2.We note your responses to prior comments 4 and 5.  We continue to believe that, based on
the information provided, the services provided by the company may cause the company
to meet the definition of “investment adviser” in the Investment Advisers Act of 1940 (the
"Advisers Act").  In particular, we believe that certain of the content on the company’s
Discord servers, such as trading diaries posted by company personnel, and other content
available on its social media, may constitute investment advice.  We also reiterate that, in
general, disclaimers do not change the character of the advice provided for Advisers Act
purposes.  Accordingly, please revise statements in the registration statement that such
content is not investment advice and that the company is not an “investment adviser” (see,
e.g., page 11 and page 17).  Please also consider making corresponding changes to the
disclaimers and disclosures on the company’s Discord servers and elsewhere.
3.We acknowledge the company’s position that the company may be able to rely on the
“publisher’s exclusion” contained in the Advisers Act.  Please note that whether the
company can rely on such exclusion will be a facts-and-circumstances analysis.  This
analysis – as well as the determination of whether the company is an “investment adviser”
– will be informed not only by the content and services available to paid subscribers on
the company’s Discord servers, but also on the content and services available to free
subscribers on such servers, as well as information and services provided on social media
and elsewhere, in each case whether by the company itself or by its agents.
4.Please revise the risk factors on page 17, and elsewhere, as follows:

•Please refer to the possibility of registration as an investment adviser in one or more
states, and not solely the SEC.
•Please revise references to investment adviser registration as being “burdensome”
and, instead, describe, in as much detail as is appropriate, how such registration may
impact the company’s operations or business model.
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis Bevilacqua

United States securities and exchange commission logo
July 14, 2022
Arshia Sarkhani
Chief Executive Officer
Asset Entities Inc.
100 Crescent Ct, 7th Floor
Dallas, TX 75201
Re:Asset Entities Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 27, 2022
CIK No. 0001920406
Dear Mr. Sarkhani:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  References to prior comments refer to comments in our June 3, 2022 letter.
Amendment No. 1 to DRS on Form S-1 submitted June 27, 2022
Prospectus Summary, page 1
1.In response to prior comment 6, you revised page 29 to disclose your number of paying
subscribers during each financial period included in your financial statements.  In your
summary, you disclose your number of members as of June 2022.  Please revise your
summary to also disclose your number paying subscribers during the most recent financial
period and provide your definitions of paying subscribers and members.
Dual Class Structure, page 4
2.Disclosure added in response to prior comment 3 states that your Class A common stock
is entitled to 10 votes per share while your Class B common stock is entitled to 1 vote per

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 July 14, 2022 Page 2
 FirstName LastNameArshia Sarkhani
Asset Entities Inc.
July 14, 2022
Page 2
share.  Please revise to disclose, if true, that the difference in voting rights is the only
difference between these classes of common stock.  If there are other differences between
these classes of common stock, such as differences in conversion rights or economic
rights, please revise to disclose these differences here and in your Description of
Securities section.
Certain Relationships and Related Party Transactions, page 60
3.We note your response to prior comment 9.  Please tell us whether there are any
management or other material agreements in place between Asset Entities Holdings, LLC
and Asset Entities Inc., and if so, please file any such agreement.
General
4.We note your responses to prior comments 12-15.   As an important threshold matter,
please note that the provision of disclaimers to users, in and of itself, does not necessarily
impact whether, as a legal matter, the company is providing advice to others or issuing
reports or analyses regarding securities.  Accordingly, and based on the information you
have provided, it appears that the company meets the general definition of an investment
adviser in Section 202(a)(11) of the Investment Advisers Act of 1940 (the “Advisers
Act”).  The company does appear to be providing advice to others or issuing reports or
analyses regarding securities, including in the form of analyses of stocks.  The company
also appears to be in this business because, for example, the provision of advice, reports,
and/or analysis appears to be the company’s primary and ongoing activities, and the
company does appear to receive compensation in the form of, for example, subscription
fees.  As a result, it appears that the company must be eligible for an exclusion from the
general definition in Section 202(a)(11) in order to avoid incurring a registration
obligation under the Advisers Act and potentially under relevant state laws.  Please note
that the risk factor disclosure on this point at page 17 (and any other location in the
registration statement) will therefore need to be revised.
5.With respect the company’s position that it is entitled to rely on the “publisher’s
exclusion” under Section 202(a)(11)(D) of the Advisers Act, and given the comment
above on the use of disclaimers, please:

•Describe in additional detail the information produced in response to (i) comments or
requests of users, including responses to questions in chat or other social media
interactions on Discord or other platforms and (ii) “responses to requests for
illustrative examples of securities analysis.”

•Describe in additional detail what is meant by, and included within, the company’s
provision of “custom indicators” to its users.

•Describe in additional detail whether and how the company modifies or tailors its
services after “learn[ing] how the company’s education and entertainment services

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 July 14, 2022 Page 3
 FirstName LastName
Arshia Sarkhani
Asset Entities Inc.
July 14, 2022
Page 3
can meet a member’s goals,” including whether and how the company produces
information or other content that addresses the user’s requests or goals.

•Clarify whether the information described in the above three bullet points is provided
by company personnel or the company’s independent contractors, and whether this
information is provided on Discord or another platform.

•Address why you believe that responses to requests or comments from users (i) are of
a “general and impersonal” nature that is not individualized advice tailored to the
user’s particular investment objectives, and (ii) are published in general and regular
circulation and on a routine or periodic basis, in light of their apparent timing in
response to user requests.
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Louis Bevilacqua

United States securities and exchange commission logo
June 3, 2022
Arshia Sarkhani
Chief Executive Officer
Asset Entities Inc.
100 Crescent Ct, 7th Floor
Dallas, TX 75201
Re:Asset Entities Inc.
Draft Registration Statement on Form S-1
Submitted May 2, 2022
CIK No. 0001920406
Dear Mr. Sarkhani:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted May 2, 2022
Cover Page
1.You disclose that you "may be considered a "controlled company" . . . after consummation
of this offering."  Please revise your cover page and your risk factor disclosure on page 23
to clarify that you will be a "controlled company."  Additionally, please revise the cover
page to identify your controlling shareholder and to disclose the percentage of your total
voting power this shareholder will control following the completion of this offering.
Industry and Market Data, page i
2.You state that you have not independently verified third-party information, nor have you
ascertained the underlying economic assumptions relied upon in those sources.  Please

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 June 3, 2022 Page 2
 FirstName LastNameArshia Sarkhani
Asset Entities Inc.
June 3, 2022
Page 2
note that you are responsible for the entire contents of the offering statement.  As this
statement may imply an inappropriate disclaimer of responsibility with respect to the
third-party information, please either delete this statement or specifically state that you are
liable for such information.
Prospectus Summary, page 1
3.Please revise the prospectus summary to describe your dual class structure.
Risk Factors, page 9
4.Please revise to disclose any material risks resulting from your business operations related
to the blockchain, crypto, and NFT industries.  For example, if the volatility of these
industries may have material impacts on your business, please discuss this.
5.Please add a risk factor discussing any risks related to your dual class capital structure,
such as the risks that your dual class structure may render your shares ineligible
for inclusion in certain stock market indices, and thus adversely affect share price and
liquidity.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
28
6.We note that your revenue depends on your number of subscribers.  Please revise to
include your number of active subscribers as of the end of each period presented in your
financial statements.
Corporate History and Structure, page 34
7.Please revise to include a diagram depicting your organizational structure following the
completion of this offering.  Include on this diagram both your controlling
shareholder and, as a group, the public shareholders that will receive shares in this
offering.  Ensure the diagram depicts the Class A and Class B holdings of these
shareholders.
Business
Our Current Business, page 35
8.We note your discussion of your Social Influencer Network, your team of social
influencer independent contractors.  Please tell us whether any individual influencer
accounted for a material portion of your expenses.
Certain Relationships and Related Party Transactions, page 57
9.On page F-11, you disclose that the Company paid management fees to its controlling
members totaling $535,127 during the fiscal year ended December 31, 2021.  Please
revise your related party section to describe these transactions or advise.  Consider Item

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Asset Entities Inc.
June 3, 2022
Page 3
404 of Regulation S-K.
Principal Shareholders, page 58
10.Please revise this section to also disclose the voting rights of both your Class A and Class
B common stock.  Additionally, revise the principal shareholder table to
include columns that reflect the percentage of pre- and post-
offering total voting power held by each person or entity by combining the number of
votes they are entitled to from their holdings of all classes of voting stock.
Exhibits
11.Please file any material lease under which a part of the property described in the
registration statement is held by the registrant.  See Item 601(b)(10) of Regulation S-K.
General
12.Please supplementally provide your detailed legal analysis supporting your conclusion
that you are not an “investment adviser” as defined under the Investment Advisers Act of
1940 (the “Advisers Act”).  In your response, please address each of the three prongs of
the “investment adviser” definition in Section 202(a)(11) of the Advisers Act and identify
the factual and legal basis for your position on each of these three prongs, including
citations to any applicable law, regulation or other precedent.  When addressing the
“compensation” prong of the “investment adviser” definition, please also provide
additional information about how exactly the Company intends to be compensated for its
“education and entertainment services.”  If you believe that you qualify for any exclusions
or exemptions from “investment adviser” status, please identify those exclusions or
exemptions and provide detailed support for your position.
13.Please describe whether your team of “social influencer independent contractors” will be
permitted to provide investment advice or commentary as part of the services they provide
to the Company or through their use of the Company’s various servers and platforms.  If
so, please also provide detailed analysis of whether your team of “social influencer
independent contractors” may be considered to be “investment advisers” under the
Advisers Act or applicable state law.  If you believe these “social influencer independent
contractors” may potentially be “investment advisers” under such laws, please discuss
whether you believe that you would have any potential liability under Section 203(e)(6) of
the Advisers Act (and parallel provisions of applicable state law) for the failure of any
such “social influencer independent contractors” to register as “investment advisers.”
14.Please describe the nature of interactions between, on the one hand, your personnel and
your “social influencer independent contractors” and, on the other, the public users of the
company’s Discord servers or other social media platforms.  In your response, please
describe whether communications made by your personnel and your “social influencer
independent contractors” are tailored, individualized, or otherwise attuned to any public
user’s particular needs or investment goals.

 FirstName LastNameArshia Sarkhani
 Comapany NameAsset Entities Inc.
 June 3, 2022 Page 4
 FirstName LastName
Arshia Sarkhani
Asset Entities Inc.
June 3, 2022
Page 4
15.Describe the content of the “commentary on securities trading” or “any investment
guidance” provided by the company, its personnel and the “social influencer independent
contractors.”  In your response, please address the inclusion on social media of any
analyses of specific securities.  We note, in this regard, the apparent inclusion on
YouTube, and potentially other platforms, of the company’s analysis of, for example,
specific “growth stocks.”  Please reconcile with the company’s assertion on page 17 that
the company does not “advise as to the value of any specific securities or categories of
securities or market trends; issue analyses or reports concerning specific securities or
categories of securities; advise on the advantages of investing in securities instead of other
types of investments; or issue lists of securities from which users or others can choose.”
16.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of those
communications.
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Olivia Bobes, Law
Clerk, at (202) 551-7361 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology