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根据第 424(b)(5) 条提交
\n注册号 333-290252

\n招股说明书补充文件
\n（招股说明书日期：2025 年 9 月 15 日）

$\"\"$

STRIVE, INC.
\n
\n7,000,000 股
\n
\n15.00% A 系列永久 SATS 优先股
\n

Strive, Inc. 正在发行 7,000,000 股 15.00% A 系列永久 SATS 优先股（以下简称“我们的 SATS 股票”）。SATS 股票的规定金额为每股 100 美元，初始清算优先权为每股 100 美元。清算优先权将按本招股说明书补充文件所述方式进行调整。但清算优先权不会调整至低于每股 100 美元。
\n

股息
\n
\n

SATS 股票将累计累积股息（以下简称“常规股息”），年利率为其规定金额的 15.00%，即每股 SATS 股票 100 美元。除本招股说明书补充文件所述其他规定外，常规股息将在我们的董事会或其正式授权的任何委员会宣布时（如宣布），从合法可用于支付股息的资金中，于每个常规股息支付日以欠付方式支付给在紧接适用常规股息支付日之前的常规股息登记日营业结束时登记在册的 SATS 优先股股东。

在本次发行交割时，我们拟增加现有股息储备，增加金额相当于按本次发行日期计算的首 18 个月股息支付额（以下简称“股息储备”）；我们将向由我们出资的账户存入每股 SATS 股票 22.50 美元等值的资产，资金由我们现有现金和所持证券组合构成（证券按本次发行交割时的价值计算）。
\n

赎回与回购
\n
\n

如果届时所有已发行 SATS 股票的总股数低于本次发行及未来任何发行合计最初发行的 SATS 股票总股数的 25%，我们有权自行决定随时以现金赎回全部（而非部分）SATS 股票。此外，如果发生“税务事件”（定义见本招股说明书补充文件），我们有权赎回全部（而非部分）SATS 股票。任何待赎回 SATS 股票的赎回价格为现金金额，等于我们发送相关赎回通知日期前一个营业日该 SATS 股票的清算优先权，加上截至赎回日（含当日）已累计但尚未支付的常规股息（如有）。
\n

如果发生“根本性变更”（定义见本招股说明书补充文件），则除本招股说明书补充文件所述情形外，SATS 股票持有人有权（以下简称“根本性变更回购权”）要求我们以现金回购其部分或全部 SATS 股票，回购价格等于待回购 SATS 股票的规定金额，加上截至根本性变更回购日（含当日）已累计但尚未支付的常规股息（如有）。
\n

新兴成长型公司身份
\n
\n

我们是联邦证券法所定义的“新兴成长型公司”，因此已选择在本招股说明书补充文件及向美国证券交易委员会（“SEC”）提交的其他文件中遵守某些简化的上市公司报告要求。
\n

上市\n及按市价发行
\n
\n

目前尚无 SATS 股票的公开交易市场。我们已申请将 SATS 股票在纳斯达克证券市场有限责任公司（“NASDAQ Global Market”）旗下的纳斯达克全球市场层级上市，股票代码为“SATS”。如果上市申请获批，我们预计 SATS 股票将在首次发行之日起 30 天内开始交易。
\n

我们还打算在 SATS 股票于纳斯达克全球市场上市后，在合理可行的情况下尽快启动 SATS 股票的按市价发行；但该发行的条款尚未确定，且无法保证我们何时或按何种条款启动 SATS 股票的按市价发行。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	每股		总计
公开发行价	$	90.00		$	630,000,000
承销折扣和佣金⁽¹⁾	$	3.00		$	21,000,000
扣除费用前的募集资金净额	$	87.00		$	609,000,000

\n\n

(1)

有关承销报酬的更多信息，请参阅“承销”。

我们的业务以及对 SATS 股票的投资涉及重大风险。请参阅本招股说明书补充文件第 S-7 页起的“风险因素”以及以引用方式纳入本招股说明书补充文件的文件中的相关内容。

美国证券交易委员会或任何州证券委员会均未批准或否决 SATS 股票，也未认定本招股说明书补充文件或随附的招股说明书真实或完整。任何相反陈述均属刑事犯罪。

应我们的要求，承销商已预留最多 350,000 股 SATS 股票，即本招股说明书补充文件所发行 SATS 股票的 5%，供通过定向股票计划按公开发行价出售给我们在美国的部分员工、高管和董事。请参阅“承销—定向股票计划”。

我们预计于 2026 年 10 月 20 日左右通过存托信托公司（The Depository Trust Company）的设施以簿记形式交付 SATS 股票，该日期为 SATS 股票首次交易日后的第二个营业日（此结算周期称为“T+2”）。根据经修订的《1934 年证券交易法》（“《交易法》”）第 15c6-1 条，二级市场交易通常必须在一个营业日内结算，除非交易双方明确另有约定。因此，希望在结算日前一个营业日之前交易 SATS 股票的买方，鉴于 SATS 股票最初将按 T+2 结算，必须在交易时指定替代结算周期，以避免结算失败。此类买方应咨询其顾问。

联席簿记管理人
\n

\n \n \n \n

Barclays

Cantor

\n \n \n

牵头\n 管理人
\n

\n \n

Clear\n Street

联席管理人
\n
\n

\n \n \n \n \n \n

B. Riley Securities

H.C. Wainwright & Co.

Maxim Group LLC

StoneX

本招股说明书补充文件日期为 2026 年 10 月 15 日。

招股说明书补充文件

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

关于\n 本招股说明书补充文件	S-ii
在哪里可以查阅更多信息	S-iii
以引用方式纳入	S-iii
关于前瞻性陈述的特别说明	S-v
招股说明书摘要	S-1
发行概况	S-2
风险因素	S-7
所得款项用途	S-14
SATS 股票说明	S-15
美国联邦所得税重大事项	S-31
承销	S-37
法律事项	S-44
专家	S-45

招股说明书

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

摘要\t	1
在哪里可以找到更多信息\t	2
以引用方式纳入\t	3
关于前瞻性陈述的特别说明\t	4
风险因素\t	7
所得款项用途\t	8
股本说明\t	9
存托股份说明\t	16
债务证券说明\t	17
认股权证说明\t	23
单位说明\t	24
证券形式\t	25
分销计划\t	27
法律事项\t	30
专家\t	30

S-i

关于本招股说明书补充文件

本文件由两部分组成。第一部分是本招股说明书补充文件，其中说明本次发行的具体条款，并补充随附招股说明书以及以引用方式纳入本招股说明书补充文件和随附招股说明书的文件中所载的信息。第二部分是随附招股说明书，其中说明更一般的信息，其中部分信息可能不适用于本次发行。您应阅读本招股说明书补充文件和随附招股说明书，包括以引用方式纳入的文件。

本招股说明书补充文件涉及发行我们的 SATS 股票。在投资本招股说明书补充文件所发行的 SATS 股票之前，我们敦促您仔细阅读本招股说明书补充文件和随附招股说明书，以及其中所述以引用方式纳入的信息，详见本招股说明书补充文件中的“在哪里可以找到更多信息”和“以引用方式纳入”。这些文件包含您在作出投资决定时应考虑的重要信息。

本招股说明书补充文件是我们向 SEC 提交的注册声明的一部分。我们依据经修订的《1933 年证券法》（“《证券法》”）第 405 条定义的“知名成熟发行人”身份，采用“储架”注册程序提交该声明。通过使用储架注册声明，我们可以不时出售数量不定的证券。

如果本招股说明书补充文件所载信息与以引用方式纳入的任何文件所载信息不同或相冲突，应以本招股说明书补充文件中的信息为准。如果其中一份文件中的陈述与另一份日期较晚的文件中的陈述不一致——例如，以引用方式纳入本招股说明书补充文件的文件——则日期较晚文件中的陈述将修改或取代较早的陈述。

我们和承销商均未授权任何人向您提供不同的信息，或作出本招股说明书补充文件、随附招股说明书或由我们或代表我们编制、或我们向您提及的任何自由书面招股说明书中所载或以引用方式纳入其中的陈述以外的任何陈述。对于他人可能向您提供的任何其他信息，我们和承销商概不负责，也无法保证其可靠性。如果有人向您提供不同或不一致的信息或陈述，您不应予以依赖。本招股说明书补充文件和随附招股说明书在此类要约或招揽违法的任何情况下，均不构成出售或招揽购买我们 SATS 股票的要约。您应假定，本招股说明书补充文件、随附招股说明书及任何相关自由书面招股说明书中所载的信息，以及以引用方式纳入的文件中的信息，仅在各自日期准确，无论本招股说明书补充文件、随附招股说明书或任何相关自由书面招股说明书何时交付，或我们 SATS 股票何时出售。自这些日期以来，我们的业务、财务状况、经营业绩和前景可能已发生重大变化。

我们还指出，我们在任何作为附件提交、并以引用方式纳入本招股说明书补充文件和随附招股说明书的文件中的协议里作出的陈述、保证和承诺，仅为该等协议各方的利益而作出，在某些情况下包括为在各方之间分配风险之目的，不应被视为向您作出的陈述、保证或承诺。此外，该等陈述、保证或承诺仅在作出之日准确。因此，不应依赖该等陈述、保证和承诺来准确反映我们当前的业务、财务状况、经营业绩或前景。

您不应将本招股说明书补充文件和随附招股说明书中的任何信息视为投资、法律或税务建议。对于购买本招股说明书补充文件所发行的 SATS 股票相关的法律、税务、商业、财务及其他建议，您应咨询自己的法律顾问、会计师及其他顾问。

除非上下文另有要求，本招股说明书补充文件中提及的“Strive”、“公司”、“注册人”、“我们”及“我们的”，均指 Strive, Inc.（截至 2025 年 9 月 12 日之前名称为 Asset Entities Inc.）及其合并子公司。

S-ii

您可以在哪里查找更多信息

我们已根据《证券法》向美国证券交易委员会提交了一份 S-3 表格注册声明（包括注册声明的修订文件及附件）。公众可通过互联网在美国证券交易委员会网站 http://www.sec.gov 查阅我们的 SEC 文件。我们向 SEC 提交的某些信息副本也可在我们的网站 http://www.strive.com 上查阅。我们的网站不属于本招股说明书补充文件的一部分，也未以引用方式纳入本招股说明书补充文件。

本招股说明书补充文件是我们根据《证券法》向 SEC 提交的 S-3 表格注册声明的一部分，但未包含该注册声明中的全部信息。您可以按照下文所述向 SEC 或我们索取完整的注册声明。您应查阅注册声明中的信息和附件，以进一步了解我们、我们的合并子公司以及我们正在发行的证券。本招股说明书补充文件中关于我们作为附件提交至注册声明或以其他方式向 SEC 提交的任何文件的陈述，并非旨在全面描述相关文件，且受这些文件的约束。您应查阅完整文件以评估这些陈述。

以引用方式纳入

我们根据经修订的《1934 年证券交易法》（“《交易法》”）向 SEC 提交年度、季度和当前报告、委托书及其他信息。我们向 SEC 提交的文件可通过 SEC 网站 http://www.sec.gov 获取，该网站包含我们这类以电子方式向 SEC 提交报告的发行人的报告、委托书和信息声明以及其他信息。

SEC 允许我们将向其提交的信息“以引用方式纳入”本招股说明书补充文件，这意味着我们可以通过提及这些文件向您披露重要信息。本招股说明书补充文件中包含或以引用方式纳入的任何陈述，就本招股说明书补充文件而言，均应视为已被修改或取代，但以本招股说明书补充文件中的陈述或任何随后提交且同样以引用方式纳入本招股说明书补充文件的文件中的陈述对该先前陈述作出修改或取代的范围为限。经如此修改或取代的陈述，除经修改或取代的部分外，不应视为本招股说明书补充文件的一部分。我们以引用方式纳入下列文件（不包括这些文件中就《交易法》而言被“提供”但未“提交”的任何部分）：

(a)

我们截至 2025 年 12 月 31 日止年度的年度报告，该报告以 Form 10-K 格式，于 2026 年 3 月 19 日向 SEC 提交（“年度报告”）；

(b)

我们截至 2026 年 3 月 31 日止财政季度的季度报告，于 2026 年 5 月 14 日向 SEC 提交，以及截至 2026 年 6 月 30 日止财政季度的季度报告，于 2026 年 5 月 14 日向 SEC 提交和于 2026 年 8 月 10 日向 SEC 提交；

(c)

our Current\n Reports on Form 8-K filed with the SEC on September\n 23, 2025, November\n 14, 2025 (Accession No. 0001140361-25-042336), January\n 5, 2026, January\n 13, 2026, January\n 15, 2026, January\n 16, 2026, January\n 21, 2026, January\n 22, 2026, January\n 28, 2026, February\n 3, 2026, February,\n 13, 2026, March\n 11, 2026, March\n 19, 2026, March\n 30, 2026, April\n 6, 2026, April\n 15, 2026, April\n 27, 2026, May\n 1, 2026, May\n 4, 2026, May\n 14, 2026, May\n 14, 2026, May\n 19, 2026, May\n 26, 2026, June\n 1, 2026, June\n 2, 2026, June\n 8, 2026, June\n 8, 2026, June\n 15, 2026, June\n 15, 2026, June\n 22, 2026, June\n 29, 2026, July\n 6, 2026, July\n 13, 2026, July\n 15, 2026, July\n 20, 2026, July\n 27, 2026, August\n 3, 2026, August\n 10, 2026, August\n 10, 2026, August\n 14, 2026, August\n 17, 2026, August\n 24, 2026, August\n 31, 2026, September\n 8, 2026, September\n 14, 2026, September\n 15, 2026, September\n 21, 2026, September\n 28, 2026, October\n 5, 2026, October\n 13, 2026 and October\n 13, 2026;

(d)

the description\n of our Class B common stock contained in our Registration Statement on Form\n 8-A (File No. 001-41612), filed with the SEC on February 2, 2023, pursuant to\n Section 12(b) of the Exchange Act, as the description therein has been updated and superseded\n by the description in the section entitled “Description of Capital Stock”\n in the base prospectus included in the Form S-3 filed with the SEC on September\n 15, 2025.

自本招股说明书补充文件发布之日起，至本招股说明书补充文件发行的所有证券均售出之前，我们根据《交易法》第 13(a)、13(c)、14 或 15(d) 条提交的所有文件，均自提交之日起通过引用纳入本招股说明书补充文件；但根据 Form 8-K 第 2.02 项和第 7.01 项提供的信息不视为已提交，也未通过引用纳入本文。我们向 SEC 提交的信息将自动更新，并可能取代本招股说明书补充文件以及此前向 SEC 提交的信息。

S-iii

您可通过书面或电话向以下地址和电话号码提出请求，免费向我们索取上述通过引用纳入的文件，但这些文件的附件除外，除非该附件在相应文件中明确通过引用纳入：

Strive, Inc.
\n200 Crescent Court, Suite 1400
\nDallas, TX 75201
\n收件人：投资者关系部
\n(855) 427-7360

文件也可能在我们的网站 http://investors.strive.com 上获取。我们网站所含信息不构成本招股说明书补充文件的一部分。

S-iv

关于前瞻性陈述的特别说明

本招股说明书补充文件（包括通过引用纳入本文的文件）以及任何相关的自由写作招股说明书（包括其中通过引用纳入的文件）可能包含《证券法》第 27A 条和《交易法》第 21E 条所指的前瞻性陈述，包括有关我们未来财务状况、业务战略与计划以及管理层未来运营目标的陈述。前瞻性陈述包括所有非历史事实的陈述。在某些情况下，您可以通过“相信”“将”“可能”“估计”“继续”“预期”“打算”“应当”“计划”“或许”“约”“预计”“预测”“能够”“将会”“可能”“考虑”“预计”“假设”“预测”“目标”“预算”“展望”“趋势”“指引”“目的”“目标”“战略”“机遇”等术语，或这些术语的否定形式及其他类似表述，识别前瞻性陈述。本招股说明书补充文件的多个部分均包含前瞻性陈述，其中包括有关我们意图、信念、预测、展望、分析或当前预期的陈述，涉及（但不限于）：

我们实施并维持比特币财资战略的能力，包括比特币的融资、收购和托管；

我们的运营基础设施和非平台技术；

我们现有资产管理业务的增长；

我们识别、完成并整合收购的能力；

我们预防、检测、应对或缓解隐私和安全故障或漏洞的能力，包括与我们的比特币及其托管合作伙伴相关的情况；

影响我们运营或所处行业的适用法律、法规或许可证的变化；

我们可能受到其他经济、业务或竞争因素不利影响的可能性，包括影响我们所处或依赖的行业的因素；

我们在运营中依赖信息技术，而该技术发生任何重大故障、不足、中断或安全失效都可能损害我们的业务；此外，网络安全事件可能对我们的业务、经营业绩和财务状况产生重大不利影响；

技术迅速变化，这可能影响我们的竞争能力；

与我们的业务受其他政府监管，以及现行或未来法律、法规或规则的变化可能限制我们按目前设想方式运营的能力相关的风险；

我们的股价可能大幅波动；

内部人士对我们的控制可能限制您影响关键交易结果的能力，包括控制权变更；

内华达州法律以及我们的公司章程和细则中的某些规定可能阻碍第三方收购我们；

事实上，我们预计在可预见的未来不会就我们的A类普通股（每股面值0.001美元（“A类普通股”））支付任何现金股息；

发行额外的A类普通股、浮动利率A系列永续优先股（“SATA股票”）或SATS股票造成的稀释；

可能对我们提起的任何法律诉讼的结果；

S-v

预期与 Semler Scientific, Inc.（“Semler”或“Semler Scientific”）（“Semler Scientific 合并”）合并交易相关的预期收益未能如期实现或完全无法实现的可能性，包括因比特币储备策略实施中的变化或问题，以及与比特币和其他数字资产、总体经济和市场状况、利率和汇率、货币政策、法律法规及其执行相关的风险；

客户或顾客可能产生的不利反应，或业务关系或雇佣关系发生变化，包括因完成 Semler Scientific 合并而导致的变化；

管理层注意力从日常业务运营和机遇上转移；

可能影响我们未来业绩的其他因素；

我们推出新产品和服务的能力；

我们获得额外资金以开发更多服务和产品的能力；

我们遵守与第三方知识产权许可相关义务的情况；

市场对我们新产品的接受度；

来自现有在线产品或可能出现的新产品的竞争；

我们建立或维持合作、许可或其他安排的能力；

我们及第三方保护知识产权的能力；

我们充分支持未来增长的能力；

我们的目标和战略；

我们未来的业务发展、财务状况和经营业绩；

预期的收入、成本或支出变化；

我们所在行业的增长和竞争趋势；

我们或第三方来源的行业和市场分析及预测所依据数据的准确性和完整性；

我们对服务需求和市场接受度的预期；

我们对与投资者、机构融资合作伙伴及其他合作方关系的预期；

我们经营所在市场总体经济和商业状况的波动；

与我们行业相关的政府政策和法规；

根据本招股说明书补充文件，我们出售 SATS 股票所得款项的用途（如有）；以及

我们向 SEC 提交的文件中所述的其他风险，包括我们 Form 10-K 年度报告“风险因素”标题下以及向 SEC 提交的任何后续文件中的风险。

S-vi

前瞻性陈述涉及未来事件或我们的未来财务业绩，并包含已知和未知的风险、不确定性及其他因素，这些因素可能导致我们的实际业绩、活动水平、表现或成就与这些前瞻性陈述中明示或暗示的内容存在重大差异。这些陈述反映了我们对未来事件的当前看法，并基于某些假设，且受此类风险、不确定性和其他因素影响。包含前瞻性陈述的讨论可见于多个部分，包括本招股说明书补充文件中题为“风险因素”的部分，以及通过引用纳入本文的文件中题为“业务”、“风险因素”和“管理层对财务状况和经营业绩的讨论与分析”的部分，包括我们最近的 Form 10-K 年度报告和 Form 10-Q 季度报告，以及其任何修订。

本招股说明书补充文件所载的前瞻性陈述代表我们截至本招股说明书补充文件日期的判断。我们提醒读者不要过度依赖此类陈述。除法律要求外，即使有新信息或未来发生其他事件，我们也不承担以任何理由公开更新任何前瞻性陈述的义务。此后所有可归因于我们或代表我们行事之人士的书面和口头前瞻性陈述，均明确受上述以及本招股说明书补充文件全文所载警示性陈述的完整限定。

本招股说明书补充文件或任何相关自由撰写招股说明书中所载的所有前瞻性陈述，或通过引用纳入本文或其中的任何文件中所载的所有前瞻性陈述，均受本警示性声明的完整限定。

S-vii

招股说明书摘要

本摘要未包含您在投资本招股说明书补充文件所发行的 SATS 股票前应考虑的全部信息。在作出投资决定之前，您应仔细阅读本招股说明书补充文件及随附的招股说明书，包括“风险因素”部分，以及我们的财务报表（包括其附注）、通过引用纳入本文及其中的其他信息，以及我们可能授权用于本次 SATS 股票发行的任何相关自由撰写招股说明书中的信息。

Strive 是一家结构性金融公司和机构资产管理公司，专注于审慎的资本配置和长期价值创造。出于最大化股东长期价值和长期复利提升购买力的信托责任，我们已战略性地采用比特币作为资本部署的门槛收益率。与传统的、以贬值法定货币计价的基准相比，采用比特币门槛收益率提高了问责标准和战略投资纪律，因为我们的决策将以一种我们认为会随时间升值的资产为衡量基准。

Strive 的运营业务通过审慎的资产负债表管理和比特币持有量增长为股东创造价值。我们的 SATA Stock 体现了这一方法：这是一种公开交易的证券，旨在为投资者提供稳定的现金流和较低的波动性，同时使 Strive 能够获取 SATA Stock 融资成本与比特币潜在长期回报之间的利差。

除了资产负债表策略外，Strive 还致力于推动资本市场创新，使成熟的融资结构现代化。本公司已开发 SATA Stock，这是我们的首个永续优先股工具，纳入了按市价发行（“ATM”）计划，从而形成灵活、持续的资本募集机制。这种方法将历来静态的资本结构转变为动态、适应性强的资金筹集平台。通过这些创新，Strive 力求将传统市场框架与现代资产相结合，使公司立足于机构金融与比特币储备策略的交汇点。

2025 年 9 月 22 日，Strive, Inc. 与 Semler Scientific 签订了某项合并协议与计划（“Semler Scientific 合并协议”）。2026 年 1 月 16 日，根据 Semler Scientific 合并协议，Strive 的全资子公司 Strive Merger Sub, Inc. 与 Semler Scientific 合并，Semler Scientific 作为存续公司继续存在，并成为 Strive 的全资子公司。通过收购 Semler Scientific，Strive 获得了 Semler Scientific 现有的比特币储备，以及其运营业务；该业务开发并销售帮助客户评估和治疗慢性疾病的技术产品与服务。

截至 2026 年 6 月 30 日，Strive 在交易所交易基金中管理的资产超过 28 亿美元（“管理资产”）。该业务提供经常性、基于费用的收入流，且收入随管理资产规模增长。从 2026 财年开始，公司计划将资产管理部门的运营亏损控制在数百万美元个位数范围内，或实现数百万美元个位数的运营利润。

我们的比特币战略\t

我们的比特币战略通常会不时视市场状况以及满足短期营运资金需求所需的现金及现金等价物情况，通过公开市场购买比特币；资金使用可用现金，来源包括运营活动以及股权和固定收益发行等融资举措，以及其他融资策略。

截至 2026 年 10 月 9 日，我们持有约 32,773 枚比特币，总成本为 29 亿美元，公允价值为 27 亿美元，购入平均价格为 89,353 美元（含费用和开支）。此外，我们持有 3.103 亿美元现金及现金等价物，以及公允价值为 5030 万美元的 Strategy Inc. 可变利率 A 系列永久 Stretch 优先股股份（“STRC 股票”）。

S-1

发行

以下摘要介绍 SATS 股票的主要条款。下文所述 SATS 股票的某些条款受重要限制和例外规定约束，详情见“Description of SATS Stock”标题下的说明。本节中：(i)“我们”“我们的”和“我方”指 Strive, Inc. 及其合并子公司；(ii)“SATS 优先股股东”指 SATS 股票的登记持有人。

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发行人	Strive, Inc.，一家内华达州公司。
发行证券	15.00% A 系列永久 SATS 优先股，以下简称“SATS 股票”。
发行数量	7,000,000 股 SATS 股票。
公开发行价格	每股 SATS 股票 90.00 美元。
结算	2026 年 10 月 20 日（“结算日”），即 SATS 股票初始交易日后的第二个营业日（此结算周期称为“T+2”）。根据《交易法》规则 15c6-1，二级市场交易通常须在一个营业日内结算，除非交易各方明确另有约定。因此，由于 SATS 股票最初将按 T+2 结算，若购买者希望在结算日前一个营业日之前交易 SATS 股票，必须在交易时指定其他结算周期，以避免结算失败。此类购买者应咨询其顾问。
规定金额	每股 SATS 股票 100 美元
清算优先额	初始为每股 SATS 股票 100 美元。清算优先额将按本招股说明书补充文件所述方式进行调整。但清算优先额不会调整至低于每股 100 美元。
常规股息支付日	每个营业日（定义见“SATS 股票说明”），自 2026 年 11 月 9 日起，但须由我们的董事会或其正式授权的任何委员会按下文所述宣布。
常规登记日	就任何常规股息支付日而言，为该常规股息支付日所在日期前一营业日。
常规股息	无论是否宣布股息或是否依法有可用于支付的资金，SATS 股票均将按其规定金额每年 15.00% 的利率累积累积股息（以下简称“常规股息”）。在遵守本招股说明书补充文件所述其他规定的前提下，常规股息将在我们的董事会或其正式授权的任何委员会宣布时（如宣布），从依法可用于支付的资金中支付；每个常规股息期间的股息将在每个常规股息支付日支付，支付给截至紧接适用常规股息支付日前一个常规登记日营业时间结束时登记在册的 SATS 优先股股东。 \n \n 我们目前预计将于 2026 年 11 月 9 日宣布首次派息。若全额宣布派息，SATS Stock 的首次预定定期股息将于 2026 年 11 月 9 日支付，其中将包括自交割日及之后累计且未支付的所有股息；假设本次发行于 2026 年 10 月 20 日交割，每股股息约为 $0.8710。 \n \n 参见“SATS Stock 说明—定期股息”。 \n \n 我们预计，SATS Stock 的任何现金股息将主要通过额外融资活动筹资，包括但不限于通过市场发行证券。参见“风险因素—与本次发行及 SATS Stock 相关的风险—我们可能没有足够资金以现金支付 SATS Stock 股息，也可能选择不宣布或支付 SATS Stock 股息。此外，

S-2

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	监管和合同限制可能妨碍我们宣布或支付股息。”
股息储备\t	本次发行交割时，我们拟增加现有股息储备，金额相当于按本次发行日期计算的首 18 个月股息支付额（“股息储备”）；我们将向由我们出资的账户存入每股 SATS Stock 等值 $22.50 的资金，资金由现有现金和我们持有的证券组合构成（证券按本次发行交割时的价值计算）。在遵守内华达州法律及任何其他适用要求的前提下，本次发行交割后，我们可从股息储备或我们维护的任何其他账户向届时已发行在外的 SATS Stock 持有人派发股息。 \n \n 我们拟将股息储备所得款项投资于各种资本保全工具，包括短期投资级计息证券和货币市场基金。股息储备产生的任何投资收益将汇给我们，用于营运资金或一般公司用途，包括收购更多比特币。
无优先认购权和转换权\t	SATS Stock 不可转换为或交换为任何其他证券或财产，且不享有任何优先认购权或类似权利。
可选择赎回\t	如果届时发行在外的所有 SATS Stock 股份总数少于本次发行及任何未来发行合计最初发行的 SATS Stock 股份总数的 25%，我们有权自行决定随时以现金赎回全部（而非部分）SATS Stock。任何待赎回 SATS Stock 的赎回价格为现金金额，等于我们发送相关赎回通知日期前一个营业日的 SATS Stock 清算优先权，加上截至赎回日（含当日）累计且未支付的定期股息（如有）。 \n \n 参见“SATS Stock 说明—由我们选择赎回—可选择赎回”。
税务事件发生时赎回	除上述赎回权外，如发生“税务事件”（定义见本招股说明书补充文件），我们有权自行选择随时以现金赎回全部（不得仅赎回部分）SATS Stock。我们将依据本条款进行的赎回称为“税务赎回”。根据税务赎回赎回的每股 SATS Stock 的赎回价格为现金金额，相当于该股份截至我们发送相关赎回通知日期前一个营业日的清算优先权，加上截至（并包括）赎回日已累计但未支付的常规股息（如有）。 \n \n 参见“Description of SATS Stock—Redemption at Our Option—Tax Redemption.”
SATS 优先股股东在发生根本性变更后选择回购\t	如发生“根本性变更”（定义见本招股说明书补充文件），除本招股说明书补充文件另有说明外，SATS 优先股股东有权（我们称之为“根本性变更回购权”）要求我们以现金回购其部分或全部 SATS Stock，现金回购价格等于拟回购 SATS Stock 的规定金额，加上截至（并包括）根本性变更回购日已累计但未支付的常规股息（如有）。 \n \n 参见“Description of SATS Stock—Fundamental Change Permits SATS preferred stockholders to Require Us to Repurchase SATS Stock.”

S-3

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锁定期\t	在以下日期中较早者之前：(i) SATS Stock 首次在 The Nasdaq Global Market 上市交易之日；或 (ii) 交易日后 15 天内，我们不得发售、发行或出售任何额外的 SATS Stock，但某些例外情况除外，包括本次发行中发行 SATS Stock。
投票权\t	除本招股说明书补充文件所述或公司章程规定或《内华达州修订法规》要求的情况外，SATS Stock 不享有投票权。 \n \n 在遵守本招股说明书补充文件所述例外和限制的前提下，对于某些交易或事件，须获得 SATS 优先股股东以及任何具有与该事件相关的类似投票权或同意权的同等投票权股票的持有人投赞成票或同意，且其合计持有的 SATS Stock 和该等同等投票权股票的未偿投票权至少占多数；此类交易或事件包括：(i) 对公司章程或确立 SATS Stock 条款的指定证书作出的某些修订；(ii) 涉及我们的某些合并、组合及兼并；以及 (iii) 涉及 SATS Stock 的某些具有约束力或法定的股份交换或重新分类。 \n \n 参见“Description of SATS Stock—Voting Rights.”
排名\t	SATS Stock 的优先顺序如下： \n \n · 在股息支付方面，优先于 (i) “股息次级股票”（定义见本招股说明书补充文件，其中包括我们的 A 类普通股和 B 类普通股）；以及 (ii) 在公司清算、解散或结束营业时的资产分配方面，优先于“清算次级股票”（定义见本招股说明书补充文件，其中包括我们的 A 类普通股和 B 类普通股）； \n \n · 在 (i) 股息支付方面，与“股息同级股票”（定义见本招股说明书补充文件）；以及 (ii) 在公司清算、解散或结束营业时的资产分配方面，与“清算同级股票”（定义见本招股说明书补充文件）享有同等地位； \n \n · 次于 (i) “股息优先股票”和“清算优先股票”（定义见本招股说明书补充文件，其中包括我们的 SATA 股票），以及 (ii) 任何未来债务；并且 \n \n · 在结构上次于所有现有及未来债务和其他负债（包括贸易应付款项），以及（在我们并非其持有人的范围内）子公司的股本。 \n \n SATS 股票的条款不会限制我们发行股息优先股票、股息同级股票、清算优先股票或清算同级股票。 \n \n 截至 2026 年 10 月 9 日，我们没有未偿还的合并债务。此外，截至 2026 年 10 月 9 日，SATA 股票已发行在外 14,030,176 股，且没有已发行在外的股息同级股票或清算同级股票。我们的 SATA 股票及未来债务的级别均优先于 SATS 股票。
SATS 股票的过户代理和付款代理\t	VStock Transfer, LLC。
上市及按市价发行\t	目前不存在 SATS 股票的公开市场。我们已申请将 SATS 股票以“SATS”为代码在纳斯达克全球市场上市。如果获准上市，我们预计 SATS 股票首次发行之日起 30 天内开始交易。我们还打算在 SATS 股票于纳斯达克全球市场上市后，在合理可行的情况下尽快启动 SATS 股票的按市价发行

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\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	计划；但是，该发行计划的条款尚未确定，且无法保证我们何时或以何种条款启动 SATS 股票的按市价发行。
所得款项用途\t	我们打算将本次发行的净所得款项用于一般公司用途，包括但不限于收购比特币及比特币相关产品、用作营运资金、购买创收资产以发展业务、其他资本支出，和/或回购 A 类普通股或 SATA 股票。我们也可能使用该等所得款项收购与现有业务互补的企业、资产或技术。管理层将保留广泛酌情权，决定如何分配本招股说明书补充文件所发行 SATS 股票的出售所得净款项。参见本招股说明书补充文件第 S-14 页起的“所得款项用途”。 \n \n Bitcoin 是一种波动性极高的资产，在本招股说明书补充文件日期前的12个月内，其在我们的主要市场上的交易价格曾低于约 $58,000/枚，也曾高于约 $115,000/枚。Bitcoin 不支付利息或其他回报，因此，我们能否从持有的 Bitcoin 中获得现金，取决于出售这些 Bitcoin 或开发其他可产生收益的机会。Bitcoin 交易价格未来的波动，可能导致我们将用本次发行净收益购买的 Bitcoin 转换为价值远低于本次发行净收益的现金；对于我们是否以及何时能从拟议的 Bitcoin 收购中获得现金收益，概不保证。
定向股份计划	At our request, the underwriters have reserved up to 350,000 shares\n of SATS Stock, or 5% of the SATS Stock offered by this prospectus supplement, for sale at the public offering price through a directed\n share program to certain of our employees, officers and directors based in the United States and their friends and family members,\n and certain other individuals identified by management. The number of shares of SATS Stock available for sale to the general public\n will be reduced to the extent that such persons purchase such reserved shares. Any reserved shares not so purchased will be offered\n by the underwriters to the general public on the same basis as the other shares offered by this prospectus. Fidelity Brokerage Services\n LLC and Fidelity Capital Markets, a division of National Financial Services LLC, a selling group member in this offering, will administer\n our directed share program. See “Underwriting—Directed Share Program.”
Risk Factors\t	See the section titled “Risk Factors” beginning on page\n S-7 of this prospectus supplement and in the documents incorporated herein by reference for a discussion of certain factors you should\n carefully consider before deciding to invest in shares of our SATS Stock.
Material U.S. Federal Income Tax Considerations\t	For a description of material U.S. federal income tax consequences\n of purchasing, owning, and disposing of the SATS Stock, see “Material U.S. Federal Income Tax Considerations.”
Book-Entry Form\t	We will initially issue the SATS Stock in the form of one or more global\n certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (which we refer to as “DTC”),\n which we will deposit with the transfer agent as custodian for DTC. Beneficial interests in global certificates will be shown on,\n and transfers of SATS Stock represented by global certificates will be effected only through, the records maintained by DTC. Except\n in limited circumstances, we will not issue physical certificates representing any SATS Stock. See “Description of SATS Stock—Book\n Entry, Settlement and Clearance.”
Shares Outstanding After This Offering\t	Immediately after the consummation of this offering, 7,000,000 shares\n of SATS Stock, 14,030,176 shares of SATA Stock, 101,169,907 shares of Class A Common Stock and 9,217,297 shares of Class B Common\n Stock will be outstanding. For purposes of this

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\n \n \n \n

calculation, we have used 101,169,907 shares of Class A\n Common Stock that were issued and outstanding, 9,217,297 shares of Class B Common Stock and 14,030,176 shares of SATA Stock that\n were issued and outstanding as of October 9, 2026. The shares of Class A Common Stock as of October 9, 2026 do not include 9,217,297\n shares of Class B Common Stock that are issued and outstanding and 15,255,900 shares underlying unexercised warrants to purchase\n shares of Class A Common Stock, in each case issued and outstanding as of October 9, 2026, nor does such figure include restricted\n stock awards or shares issuable in connection with our equity award plans.

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RISK\nFACTORS

An\ninvestment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider\ncarefully the risks described below and discussed under the sections captioned “Risk Factors” contained in our most recent\nAnnual Report on Form 10-K and Quarterly Reports on Form 10-Q, as filed with the SEC, as well as any amendment, supplement or updates\nto our risk factors reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus supplement\nand the accompanying prospectus, in their entirety, together with other information in this prospectus supplement and the accompanying\nprospectus and the information and documents incorporated by reference herein and therein, and in any related free writing prospectus\nthat we have authorized for use in connection with this offering. If any of these risks actually occurs, our business, financial condition,\nresults of operations or cash flow could be seriously harmed. This could cause the trading price of the SATS Stock to decline,\nresulting in a loss of all or part of your investment. Some statements included in this prospectus supplement and the accompanying prospectus\nand in the documents incorporated by reference herein and therein constitute forward-looking statements. See “Special Note On Forward-Looking\nStatements” and “Where You Can Find More Information” and “Incorporation By Reference.”

Unless\nthe context otherwise requires, all references in this section to “we,” “us,” “our,” or “Strive”\nrefer to Strive, Inc. together with its consolidated subsidiaries.

Risks Related to this Offering\nand Our SATS Stock

Although\nthe SATS Stock will be senior to our Class A Common Stock and Class B Common Stock, it will be junior to our SATA Stock, any future senior\npreferred equity and any future indebtedness, structurally junior to any liabilities of our subsidiaries and subject to the rights and\npreferences of any other class or series of preferred stock then outstanding.

If\nwe liquidate, dissolve or wind up, whether voluntarily or involuntarily, then our assets will be available to distribute to our equity\nholders, including holders of SATS Stock, only if all of our then-outstanding indebtedness is first paid in full. The remaining assets,\nif any, would then be allocated among the holders of our equity securities in accordance with their respective liquidation rights. Since\nour SATA Stock is liquidation senior stock, we would be required to pay the amounts due on such liquidation senior stock in full before\nmaking any payments on the SATS Stock. If we issue any additional liquidation senior stock in the future, then we would also be required\nto pay the amounts due upon such additional liquidation senior stock in full before making any payments on the SATS Stock. If any assets\nremain after any liquidation senior stock is paid in full, those assets will be distributed pro rata among holders of the SATS Stock\nand any other liquidation parity stock then outstanding. There may be insufficient remaining assets available to pay the liquidation\npreference and any accumulated and unpaid accrued dividends on the SATS Stock. As of October 9, 2026, we had no consolidated indebtedness\noutstanding. As of October 9, 2026, no dividend parity stock or liquidation parity stock was outstanding. Our SATA Stock and any future\nindebtedness would rank senior to the SATS Stock. As of October 9, 2026, there were 14,030,176 shares of SATA Stock issued and outstanding.

In\naddition, our subsidiaries will have no obligation to pay any amounts on the SATS Stock. If any of our subsidiaries liquidates, dissolves\nor winds up, whether voluntarily or involuntarily, then we, as a direct or indirect common equity owner of that subsidiary, will be subject\nto the prior claims of that subsidiary’s creditors, including trade creditors and preferred equity holders. We may never receive\nany amounts from that subsidiary, and, accordingly, the assets of that subsidiary may never be available to make payments on the SATS\nStock.

We\nmay not have sufficient funds to pay dividends in cash on the SATS Stock, or we may choose not to declare or pay dividends on the SATS\nStock. In addition, regulatory and contractual restrictions may prevent us from declaring or paying dividends.

At\nthe closing of this offering, we intend to increase our existing dividend reserve in an amount equal to the first 18 months of dividend\npayments calculated as of the date of this offering (the “Dividend Reserve”) by depositing an equivalent of $22.50\nper share of SATS Stock into an account funded by us with a combination of existing cash on hand and securities held by us (based on\nthe value of such securities at the closing of this offering). Subject to compliance with Nevada law and any other applicable requirements,\nwe may make dividend distributions from the Dividend Reserve or from any other account maintained by us to the holders of the then-outstanding\nSATS Stock following the closing of this offering (the “Closing”). Following the 18-month period after the Closing, we expect\nto fund any dividends paid in cash on the SATS Stock primarily through additional capital raising activities, including, but not limited\nto, at-the-market offerings of our securities.

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Our\nability to declare and pay cash dividends on the SATS Stock will depend on many factors, including the following:

our\n financial condition, including the amount of cash we have on hand;

the\n amount of cash, if any, generated by our operations and financing activities (including our\n ability to raise additional capital from the equity capital markets on favorable terms or\n at all);

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

the\n degree to which we decide to reinvest any cash generated by our operations or financing activities\n to fund our future operations;

the\n ability of our subsidiaries to distribute funds to us;

regulatory\n restrictions on our ability to pay dividends, including under the Nevada Revised Statutes;

our\n ability to sell equity securities under existing or new at-the-market offering programs;\n and

contractual\n restrictions on our ability to pay dividends.

In\naddition, our board of directors or any duly authorized committee thereof may choose not to declare or pay accrued dividends, or to declare\nand pay less than the full amount of dividends, on the SATS Stock for any reason, even if we have sufficient funds to declare and pay\naccrued dividends on the SATS Stock in full. In addition, if we fail to declare and pay accrued dividends on the SATS Stock in full,\nthen the value of the SATS Stock will likely decline.

Provisions\ncontained in the instruments governing our future indebtedness may restrict or prohibit us from paying cash dividends on the SATS Stock.\nIf the terms of our indebtedness restrict or prohibit us from paying dividends, then we may seek to refinance that indebtedness or seek\na waiver that would permit the payment of dividends. However, we may be unable or may choose not to refinance the indebtedness or obtain\na waiver.

Under\nthe Nevada Revised Statutes, we may declare dividends on the SATS Stock if, after giving each dividend effect, we are able to pay our\ndebts as they become due in the usual course of business and our total assets would be more than the sum of our total liabilities plus\nthe amount that would be needed, if we were to be dissolved immediately after the time of the dividend, to satisfy the preferential rights\nupon such dissolution of holders of shares of any class or series of our capital stock having preferential rights superior to those receiving\nthe dividend.

If\nwe fail to declare and pay full dividends on our SATA Stock, we will be prohibited from paying dividends on the SATS Stock. Moreover,\nif we fail to declare and pay full dividends on the SATS Stock, then we will be prohibited from paying dividends on our Class A Common\nStock and any other junior securities, subject to limited exceptions. Further, no dividends may be declared or paid on any class or series\nof dividend parity stock unless regular dividends are simultaneously declared on the SATS Stock on a pro rata basis (as described further\nunder the caption “Description of SATS Stock—Regular Dividends—Priority of Dividends; Limitation on Junior Payments;\nNo Participation Rights— Limitation on Dividends on Parity Stock”).

We\nhave not engaged an escrow or independent third-party agent to manage the distribution of dividends, nor entered into an escrow agreement\nor other similar arrangement.

We have not engaged,\nand do not intend to engage, an escrow or independent third-party agent to manage the distribution of dividends, nor entered into, and\ndo not intend to enter into, an escrow agreement or other similar arrangement. While we intend to manage the distribution of dividends\nin good faith, there will not be independent custodianship of the funds allocated for distribution to the holders of SATS Stock as dividends,\nwhich may result in the mismanagement or misallocation of such funds. In addition, the absence of an escrow or independent third-party\nagent imposes additional operational and administrative burdens on senior management, and holders of SATS Stock may experience delayed\nor incorrect distributions of their dividends.

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The\nSATS Stock has only limited voting rights.

The SATS Stock\nconfers no voting rights except with respect to certain amendments to the terms of the SATS Stock, and certain other limited circumstances\ndescribed in this prospectus supplement and except as required by the Nevada Revised Statutes. Holding SATS Stock will not confer the\nright to vote together with holders of our Class A Common Stock on matters on which our holders of Class A Common Stock are entitled\nto vote. For example, holders of SATS Stock, as such, do not have the right to vote in the general election of our directors and do not\nhave any additional voting rights upon non-payment of regular dividends such as the right to elect any directors to our board of directors.\nAccordingly, the voting provisions of the SATS Stock may not afford you with meaningful protections for your investment.

We\nmay issue preferred stock in the future that ranks equally with or senior to the SATS Stock with respect to dividends and liquidation\nrights, which may adversely affect the rights of SATS preferred stockholders.

Without\nthe consent of any holder of SATS Stock, we may authorize and issue preferred stock (including additional SATS Stock or SATA Stock) that\nranks equally with or senior to the SATS Stock with respect to the payment of dividends or the distribution of assets upon our liquidation,\ndissolution or winding up. If we issue any such preferred stock in the future, the rights of holders of the SATS Stock will be diluted\nand the value of the SATS Stock may decline. For example, if we issue any dividend senior stock in the future (including additional SATA\nStock), such dividend senior stock could contain (or, in the case of our SATA Stock, contain) provisions that prohibit us from paying\ndividends on the SATS Stock or purchasing, redeeming or acquiring the SATS Stock until and unless we first pay accumulated dividends\nin full on such dividend senior stock.

There\nis currently no trading market for the SATS Stock. If an active trading market does not develop for the SATS Stock, then holders of the\nSATS Stock may be unable to sell their SATS Stock at desired times or prices, or at all.

The\nSATS Stock is a new class of securities for which no market currently exists. We have applied to list the SATS Stock on The Nasdaq Global\nMarket under the symbol “SATS.” If the listing is approved, we expect trading to commence within 30 days after the date the\nSATS Stock is first issued. However, our listing application may not be approved. If our listing application is not approved, then the\nSATS Stock will not be listed on The Nasdaq Global Market. Investors should assume that they may not be able to liquidate their investment\nfor some time, if ever, or be able to pledge their SATS Stock as collateral. Moreover, even if the listing is approved, a liquid trading\nmarket for the SATS Stock may not develop or be maintained, and the listing may be subsequently withdrawn. Accordingly, you may not be\nable to sell your SATS Stock at the times you wish to or at favorable prices, if at all.

The\nliquidity of the trading market, if any, and future trading prices of the SATS Stock will depend on many factors, including, among other\nthings, prevailing interest rates, our dividend yield, financial condition, results of operations, business, prospects and credit quality\nrelative to our competitors, the market for similar securities and the overall securities market. Many of these factors are beyond our\ncontrol.

Market\nvolatility could significantly harm the market for the SATS Stock, regardless of our financial condition, results of operations, business,\nprospects or credit quality.

In\naddition, we currently anticipate that a portion of the SATS Stock sold in connection with this offering will, at our request, be offered\nto non-institutional investors through Fidelity Brokerage Services LLC, via their online brokerage platform. Fidelity Brokerage Services\nLLC and Fidelity Capital Markets, a division of National Financial Services LLC will act as a selling group member for this offering.\nSuch platform is not associated with us and there may be risks associated with the use of such platform that we cannot foresee, including\nrisks related to the technology and operation of such platform, and the publicity and the use of social media by users of such platform\nthat we cannot control.

The\ncondition of the financial markets, prevailing interest rates and other factors could significantly affect the value of the SATS\nStock.

The\ncondition of the financial markets and changes in prevailing interest rates can have an adverse effect on the value of the SATS Stock.\nFor example, prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, and we would expect an\nincrease in prevailing interest rates to depress the value of the SATS Stock. An increase in short- or long-term interest rates, including\nas a result of a rise in actual or expected inflation, could cause the value of the SATS Stock to fall significantly.

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Future\nsales, or the perception of future sales, of our debt instruments, SATS Stock, or other classes or series of liquidation senior stock,\nliquidation parity stock, dividend senior stock or dividend parity stock could depress the price of the SATS Stock.

We\nmay issue and sell notes, shares of SATS Stock, shares of SATA Stock or other classes or series of liquidation senior stock, liquidation\nparity stock, dividend senior stock or dividend parity stock in subsequent offerings to raise capital, or may issue such securities for\nother purposes, including in connection with the acquisition of additional bitcoin. We cannot predict the size and terms of future issuances\nof such securities or the effect, if any, that future issuances and sales of such securities will have on the market price of the SATS\nStock.

Transactions\ninvolving newly issued debt, SATS Stock, SATA Stock or other series of liquidation senior stock, liquidation parity stock, dividend senior\nstock or dividend parity stock could result in a decrease in the market price of our SATS Stock.

Holders\nof SATS Stock may be treated as receiving deemed distributions, and consequently may be subject to tax with respect to the SATS Stock\nunder certain circumstances, even though no corresponding distribution of cash has been made.

Under\nSection 305 of the Internal Revenue Code of 1986, as amended (the “Code”), holders of SATS Stock may be treated\nas receiving a deemed distribution on the SATS Stock under certain circumstances, including (i) an increase in the liquidation preference\nof the SATS Stock or (ii) if the SATS Stock is issued at a discount. The liquidation preference of the SATS Stock will be subject\nto adjustment in the manner described in this prospectus supplement, which adjustment may result in an increase in the liquidation preference.\nIn addition, if our board of directors does not declare a dividend on the SATS Stock in respect of any dividend period before the related\ndividend payment date, the deferred dividend may be treated as an increase in the liquidation preference of the SATS Stock. In either\ncase, any increase in the liquidation preference could give rise to a deemed dividend to holders of SATS Stock. Although the matter is\nnot entirely clear, we believe any such adjustment of liquidation preference in the manner described in this prospectus supplement, deferred\ndividend or discount should not be treated as giving rise to a deemed distribution on the SATS Stock. However, there is no assurance\nthat the Internal Revenue Service (“IRS”) or an applicable withholding agent will not take a contrary position.

Any\ndeemed distribution will generally be taxable to the same extent as a cash distribution. In addition, for any SATS preferred stockholder\nthat is a “non-U.S. holder” (as defined in “Material U.S. Federal Income Tax Considerations”), any\ndeemed distribution could be subject to U.S. federal withholding tax at a 30% rate, or such lower rate as may be specified by an applicable\ntreaty. Because deemed distributions received by a holder of SATS Stock would not give rise to any cash from which any applicable withholding\ntax could be satisfied, if we (or an applicable withholding agent) pay withholding (including backup withholding) on behalf of a holder\nof SATS Stock, we (or an applicable withholding agent) may set off any such payment against, or withhold such taxes from, payments of\ncash to such holder of SATS Stock or sales proceeds received by, or other funds or assets of, such holder of SATS Stock, or require alternative\narrangements with respect to such withholding taxes.

The\napplication of the rules under Section 305 of the Code to the SATS Stock is uncertain, and holders of SATS Stock should consult\ntheir tax advisors about the impact of these rules in their particular situations.

Holders\nof SATS Stock may not be entitled to the dividends-received deduction or preferential tax rates applicable to qualified dividend income.

Distributions\npaid to corporate U.S. holders may be eligible for the dividends-received deduction and distributions paid to non-corporate U.S.\nholders may be subject to tax at the preferential tax rates applicable to “qualified dividend income” if we have current\nor accumulated earnings and profits, as determined for U.S. federal income tax purposes and certain holding period and other requirements\nare met. We may not have sufficient current or accumulated earnings and profits during any fiscal year for the distributions on the SATS\nStock to qualify as dividends for U.S. federal income tax purposes. If any distributions on the SATS Stock with respect to any fiscal\nyear are not eligible for the dividends-received deduction or for the preferential tax rates applicable to “qualified dividend\nincome” because of insufficient current or accumulated earnings and profits, the market value of the SATS Stock may decline.

The\ntax rules applicable to “fast-pay stock” could result in adverse consequences to holders of SATS Stock.

Under\nTreasury Regulations promulgated under Section 7701(l) of the Code (the “Fast-Pay Stock Regulations”), if\nstock of a corporation is structured such that dividends paid with respect to the stock are economically (in whole or in part) a return\nof the stockholder’s investment (rather than a return on the stockholder’s investment), then the stock is characterized as “fast-pay stock”\nand is subject to adverse tax reporting requirements and potentially penalties, as described below. In addition, under the Fast-Pay Stock\nRegulations, unless clearly demonstrated otherwise, stock is presumed to be fast-pay stock if it is structured to have a dividend\nthat is reasonably expected to decline (as opposed to a dividend rate that is reasonably expected to fluctuate or remain constant) (for\nsuch

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purpose,\nthe dividend rate may be viewed as reasonably expected to decline if we are reasonably expected to stop paying regular dividends on the\nSATS Stock) or is issued for an amount that exceeds (by more than a de minimis amount, as determined under applicable Treasury Regulations)\nthe amount at which the stockholder can be compelled to dispose of the stock. It is not clear what amount would constitute “de\nminimis” in the case of stock with a perpetual term.

The\ndetermination of whether stock is fast-pay stock is based on all the facts and circumstances. To determine whether it is fast-pay stock,\nstock is examined when issued, and, for stock that is not fast-pay stock when issued, when there is a significant modification\nin the terms of the stock or the related agreements or a significant change in the relevant facts and circumstances. The relevant tax\nregulations do not indicate the types of significant changes in facts and circumstances that are intended to give rise to such a determination.

We\ndo not believe that the SATS Stock offered hereunder is fast-pay stock.

We\nmay issue additional shares of SATS Stock (or resell any shares that we or any of our subsidiaries have purchased or otherwise acquired)\n(such additional or resold shares, the “Additional Shares”). We do not intend to issue any Additional Shares that\nwould be treated as fast-pay stock. Moreover, we intend to obtain advice of counsel in connection with future offerings of\nAdditional Shares for the purpose of analyzing the consequences of issuing such Additional Shares in light of any legal developments\nregarding the definition of fast-pay stock. As the liquidation preference of the SATS Stock will be subject to adjustment in\nthe manner described in this prospectus supplement, it is generally not expected that the Additional Shares would be issued at such a\nlevel of premium above their liquidation preference at the time of sale of the Additional Shares so as to implicate the fast-pay stock\nrules. Nonetheless, there may be increased risk that the IRS could assert that such Additional Shares constitute fast-pay stock.

Transactions\ninvolving fast-pay stock arrangements are treated as “listed transactions” for U.S. federal income tax purposes.\nIssuers and holders of any shares of fast-pay stock would be required to report their participation in the transaction on IRS\nForm 8886 on an annual basis with their U.S. federal income tax returns and would also be required to mail a copy of that form to the\nIRS Office of Tax Shelter Analysis. Failure to comply with those disclosure requirements could result in the assessment by the IRS of\ninterest, additions to tax and onerous penalties. In addition, an accuracy-related penalty applies under the Code to any reportable transaction\nunderstatement attributable to a listed transaction if a significant purpose of the transaction is the avoidance or evasion of U.S. federal\nincome tax. Furthermore, certain material advisors would also be required to file a disclosure statement with the IRS. If we determine\nthat we are required to file an IRS Form 8886 (including a protective filing) in connection with the potential issuance of fast-pay stock\nwith respect to the SATS Stock offered hereunder or Additional Shares, we intend to provide public notice to the holders of the SATS\nStock offered hereunder or Additional Shares, as applicable, which notice may be by a press release, by publication on our investor relations\nwebsite, or by filing a current report on Form 8-K with the Securities and Exchange Commission.

Notwithstanding\nour intent not to issue Additional Shares that would be fast-pay stock, the rules regarding the definition of fast-pay stock\nare unclear in certain respects and, therefore, the IRS could disagree with our determination and treat such Additional Shares as fast-pay stock.\nIn addition, even though we believe that the SATS Stock offered hereby is not fast-pay stock, treatment of the Additional Shares\nas fast-pay stock could result in adverse consequences to holders of SATS Stock offered hereby because such Additional Shares\nmay be indistinguishable from the SATS Stock offered hereunder. See “Risk Factors —A future issuance of Additional Shares\ncould have an adverse tax profile, which could subject holders of SATS Stock offered hereby to adverse consequences” below.

Accordingly,\nholders of SATS Stock are strongly urged to consult their tax advisors regarding the Fast-Pay Stock Regulations and their potential\nconsequences to an investment in the SATS Stock.

A\nfuture issuance of Additional Shares could have an adverse tax profile, which could subject holders of SATS Stock offered hereby to adverse\nconsequences.

If\nwe issue Additional Shares that have a different, and potentially adverse, tax profile or treatment for U.S. federal income tax purposes\nfrom the SATS Stock offered hereunder, since such Additional Shares would trade under the same CUSIP or other identifying number as that\nof the SATS Stock offered hereunder, the SATS Stock issued hereunder may be treated by subsequent purchasers, withholding agents and\npotentially the IRS as having the same profile or treatment as such Additional Shares if the SATS Stock offered hereunder is not otherwise\ndistinguishable from the Additional Shares.

For\nexample, notwithstanding our intent not to issue any Additional Shares that are fast-pay stock, the IRS could assert that such\nAdditional Shares constitute fast-pay stock. See “Risk Factors—The tax rules applicable to “fast-pay stock”\ncould result in adverse consequences to holders of SATS Stock.” above.

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Furthermore,\nif any Additional Shares are issued at a price that exceeds their liquidation preference, such Additional Shares would constitute “disqualified\npreferred stock” within the meaning of Section 1059(f)(2) of the Code and any corporate U.S. holder generally will be required\nto reduce its tax basis (but not below zero) in the SATS Stock by the amount of any dividends-received deduction it receives. The liquidation\npreference of the SATS Stock will be subject to adjustment in the manner described in this prospectus supplement, which adjustment may\nbe taken into account for purposes of disqualified preferred stock determination. If Additional Shares issued are considered disqualified\npreferred stock, the SATS Stock offered hereunder could also be subject to same treatment as a practical matter due to fungible trading.

If\nany Additional Shares are sold at a discount (or at a discount that exceeds the discount that applies to the SATS Stock offered hereunder\nat issuance), such Additional Shares may be subject to rules that require the accrual of such discount (or such greater discount) currently\nover the deemed term of the Additional Shares as deemed distributions under U.S. tax rules similar to those governing original issue\ndiscount for debt instruments. In that event, the IRS or a withholding agent may treat any such discount as resulting in deemed taxable\ndistributions with respect to the SATS Stock offered hereunder as well as such Additional Shares.

Because\nthe IRS or other parties (such as withholding agents) may not be able to distinguish between the SATS Stock offered hereunder and the\nAdditional Shares, a holder of SATS Stock might be subject to adverse tax consequences or might be required to demonstrate to the IRS\n(or such other parties) that the holder purchased the SATS Stock as opposed to such Additional Shares. Moreover, any adverse tax consequences\nas described above in connection with the future issuance of Additional Shares may adversely affect the market value of the SATS Stock\noffered hereunder. See “Material U.S. Federal Income Tax Considerations” for further discussion.

Provisions\nof the SATS Stock could delay or prevent an otherwise beneficial takeover of us.

Certain\nprovisions in the SATS Stock could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes\na fundamental change, then, except as described in this prospectus supplement, SATS preferred stockholders will have the right to require\nus to repurchase their SATS Stock for cash. See “Description of SATS Stock—Fundamental Change Permits SATS preferred stockholders\nto Require Us to Repurchase SATS Stock.” These fundamental change provisions could increase the cost of acquiring us or otherwise\ndiscourage a third party from acquiring us or removing incumbent management, including in a transaction that SATS preferred stockholders\nmay view as favorable.

Your\ninvestment in the SATS Stock may be harmed if we redeem the SATS Stock.

We\nwill have the right to redeem the SATS Stock in certain circumstances. See “Description of SATS Stock—Redemption at Our Option.”\nIf we redeem your SATS Stock, then you may be unable to reinvest any proceeds from the redemption in comparable investments at favorable\ndividend or interest rates.

We\nare not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds,\nor to obligations applicable to investment advisers.

Mutual\nfunds, exchange-traded funds and their directors and management are subject to extensive regulation as “investment companies”\nand “investment advisers” under U.S. federal and state law; this regulation is intended for the benefit and protection of\ninvestors. We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things,\nthat the execution of or changes to our bitcoin strategy, our use of leverage, the manner in which our bitcoin is custodied, our ability\nto engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive\nlegal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. Our board of directors\nhas broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our bitcoin holdings\nor other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding\nbitcoin. See “Use of Proceeds.”

We\nhave broad discretion in the use of the net proceeds from this offering and may not use them effectively.

We\nintend to use the net proceeds from this offering for general corporate purposes, including, among other things, the acquisition of bitcoin\nand bitcoin-related products and for working capital, the purchase of income generating assets to grow our business, other capital expenditures,\nrepurchases of shares of our Class A Common Stock, and/or repayment of debt. We may also use such proceeds to fund acquisitions of businesses,\nassets or technologies that complement our current business. As a result, our management will have broad discretion in the application\nof the net proceeds from this offering and you will not have the opportunity as part of your investment decision to assess whether the\nnet proceeds are being used in a manner of which you approve. Because of the number and variability of factors that will determine our\nuse of the net proceeds from this offering, their ultimate use may vary substantially. Our management

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may\nnot apply our net proceeds in ways that ultimately increase the value of your investment. The failure by our management to apply these\nfunds effectively could harm our business. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder\nvalue, we may fail to achieve expected financial results, which could cause the trading price of the SATS Stock to decline.

We\nmay use the net proceeds from this offering to purchase additional bitcoin, the price of which has been, and will likely continue to\nbe, highly volatile.

We\nmay use the net proceeds from this offering to purchase additional bitcoin. Bitcoin is a highly volatile asset that has traded below\n$58,000 per bitcoin and above $115,000 per bitcoin in our principal market in the 12 months preceding the date of this prospectus supplement.\nIn addition, bitcoin does not pay interest or other returns and so the ability to generate a return on investment from the net proceeds\nfrom this offering will depend on whether there is appreciation in the value of bitcoin following our purchases of bitcoin with the net\nproceeds from this offering. Future fluctuations in bitcoin trading prices may result in our converting bitcoin purchased with the net\nproceeds from this offering into cash with a value substantially below the net proceeds from this offering.

The\naccounting method for the SATS Stock may result in lower reported net earnings attributable to common stockholders.

The\naccounting method for reflecting the provisions of the SATS Stock in our financial statements may adversely affect our reported earnings.\nWe expect that applicable accounting standards will require us to separately account for certain redemption features associated with\nthe SATS Stock as embedded derivatives. Under this treatment, any embedded derivatives will be measured at their fair value and accounted\nfor separately as liabilities that are marked-to-market at the end of each reporting period. For each financial statement period\nafter the issuance of the SATS Stock, a gain or loss will be reported in our statement of operations to the extent the valuation of any\nof the embedded derivatives changes from the previous period. This accounting treatment may subject our reported net income (loss) to\nsignificant non-cash volatility.

Furthermore,\nwe have not reached a final determination regarding the accounting treatment for the SATS Stock, and the description above is preliminary.\nIn addition, accounting standards may change in the future. Accordingly, we may account for the SATS Stock in a manner that is significantly\ndifferent than described above.

Because\nthe SATS Stock will initially be held in book-entry form, holders of the SATS Stock must rely on DTC’s procedures to exercise their\nrights and remedies.

We\nwill initially issue the SATS Stock in the form of one or more “global certificates” registered in the name of Cede &\nCo., as nominee of DTC. Beneficial interests in global certificates will be shown on, and transfers of global certificates will be effected\nonly through, the records maintained by DTC. Except in limited circumstances, we will not issue physical certificates representing the\nSATS Stock. See “Description of SATS Stock—Book Entry, Settlement and Clearance.” Accordingly, if you own a beneficial\ninterest in a global certificate, then you will not be considered an owner or holder of the SATS Stock. Instead, DTC or its nominee will\nbe the sole holder of the SATS Stock. Payments of cash dividends and other cash amounts on global certificates will be made to the paying\nagent, who will remit the payments to DTC. We expect that DTC will then credit those payments to the DTC participant accounts that hold\nbook-entry interests in the global certificates and that those participants will credit the payments to indirect DTC participants. Unlike\npersons who have physical certificates registered in their names, owners of beneficial interests in global certificates will not have\nthe direct right to act on our solicitations for consents or requests for waivers or other actions from holders of the SATS Stock. Instead,\nthose beneficial owners will be permitted to act only to the extent that they have received appropriate proxies to do so from DTC or,\nif applicable, a DTC participant. The applicable procedures for the granting of these proxies may not be sufficient to enable owners\nof beneficial interests in global certificates to vote on any requested actions on a timely basis.

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

Holding SATS Stock\ndoes not confer any rights with respect to our Class A Common Stock (including the voting rights of, and rights to receive any dividends\nor other distributions on, our Class A Common Stock). However, holders of our SATS Stock are subject to all changes affecting our Class\nA Common Stock to the extent the value of our SATS Stock depends on the market price of our Class A Common Stock. For example, if we\npropose an amendment to our charter documents that requires the approval of holders of our Class A Common Stock but not the approval\nof the SATS preferred stockholders, then holders of any SATS Stock will not, as such, be entitled to vote on the amendment, although\nthose holders will be subject to any changes implemented by that amendment in the powers, preferences or special rights of our Class\nA Common Stock.

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USE\nOF PROCEEDS

We\nestimate that the net proceeds to us from this offering will be approximately $608,150,000, after deducting the underwriting discounts\nand commissions and our estimated offering expenses.

At\nthe closing of this offering, we intend to increase our existing Dividend Reserve by depositing an equivalent of $22.50 per share of\nSATS Stock into the Dividend Reserve funded by us with a combination of existing cash on hand and securities held by us (based on the\nvalue of such securities at the closing of this offering). Subject to compliance with Nevada law and any other applicable requirements,\nwe may make dividend distributions from the Dividend Reserve or from any other account maintained by us to the holders of the then-outstanding\nSATS Stock following the closing of this offering. We intend to invest the proceeds of the Dividend Reserve in various capital preservation\ninstruments, including short-term investment grade, interest-bearing securities, and money-market funds. Any investment income earned\nfrom the Dividend Reserve will be remitted to us to use for working capital or general corporate purposes, including the acquisition\nof additional bitcoin.

We\nintend to use the remaining net proceeds from this offering for general corporate purposes, including, among other things, the acquisition\nof bitcoin and bitcoin-related products and for working capital, the purchase of income generating assets to grow our business, other\ncapital expenditures, and/or repurchases of shares of our Class A Common Stock or SATA Stock. We may also use such proceeds to fund acquisitions\nof businesses, assets or technologies that complement our current business.

Bitcoin\nis a highly volatile asset that has traded below approximately $58,000 per bitcoin and above approximately $115,000 per bitcoin in our\nprincipal market in the 12 months preceding the date of this prospectus supplement. Bitcoin does not pay interest or other returns and\nso our ability to generate cash from our bitcoin holdings depends on sales or the development of other yield-generating opportunities.\nFuture fluctuations in bitcoin trading prices may result in our converting bitcoin purchased with the net proceeds from this offering\ninto cash with a value substantially below the net proceeds from this offering, and there can be no assurance as to whether or when we\nwill realize any cash proceeds from our contemplated acquisition of bitcoin.

We\nhave not determined the specific amount of the net proceeds to be used for such purposes. As a result, our management will retain broad\ndiscretion over the allocation of the net proceeds from the sale of the shares of our SATS Stock offered by this prospectus supplement\nand you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used in a manner\nof which you approve.

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DESCRIPTION\nOF SATS STOCK

The\nfollowing is a summary of certain provisions of our 15.00% Series A Perpetual SATS Preferred Stock (the “SATS Stock”). It\nis only a summary and is not complete. The terms of our SATS Stock will be set forth in a certificate of designation (the “certificate\nof designation”) and our amended and restated articles of incorporation (the “articles of incorporation”).\nWe qualify this summary by referring you to the certificate of designation and our articles of incorporation, because they, and not this\nsummary, define your rights as a holder of the SATS Stock. We will provide you, upon written request, with a copy of the certificate\nof designation, which includes the form of the certificate that will represent the SATS Stock, and our articles of incorporation, as\nprovided under the caption “Where You Can Find Additional Information; Incorporation by Reference.”

Certain\nterms used in this summary are defined below under the caption “—Definitions.” Certain other terms used in this summary\nare defined in the certificate of designation.

References\nto “we,” “us” and “our” in this section refer to Strive, Inc. only and not to any of its subsidiaries.

This\n“Description of SATS Stock” section supplements and, to the extent inconsistent therewith, supersedes the information in\nthe accompanying prospectus under the caption “Description of Capital Stock.”

General

Our\narticles of incorporation authorize us to issue up to 21,000,000,000 shares of preferred stock, $0.001 par value per share, in one or\nmore series, and authorize our board of directors to designate the preferences, rights and other terms of each series. We will issue\n7,000,000 shares of SATS Stock in this offering.

Without\nthe consent of any holder, we may, by resolution of our board of directors and the filing of an amendment to the certificate of designation,\nincrease the total number of authorized shares of SATS Stock, except that in no event will such increase be by an amount that exceeds\nthe total number of authorized and undesignated shares of our preferred stock. In addition, without the consent of any holder of SATS\nStock, we may issue additional SATS Stock with the same terms as the SATS Stock we are offering (except for certain differences, such\nas the date as of which regular dividends begin to accrue on, the first regular dividend payment date for, and transfer restrictions\napplicable to, such additional SATS Stock). Furthermore, without the consent of any holder, we may resell any SATS Stock that we or any\nof our “subsidiaries” (as defined below under the caption “—Definitions”) has purchased or otherwise\nacquired. However, such additional or resold SATS Stock must be identified by a separate CUSIP number or by no CUSIP number if they are\nnot fungible, for purposes of federal securities laws or, if applicable, the “depositary procedures” (as defined below\nunder the caption “—Definitions”), with other SATS Stock that is then outstanding. In addition, without the consent\nof any holder, we may create and issue, or increase the authorized or issued number of, any other class or series of stock (including,\nfor the avoidance of doubt, “dividend senior stock,” “dividend parity stock,” “liquidation\nsenior stock” or “liquidation parity stock” (as those terms are defined below under the caption “—Definitions”)),\nincluding our SATA Stock.

Subject\nto applicable law, we or our subsidiaries may directly or indirectly repurchase SATS Stock in the open market or otherwise, whether through\nprivate or public tender or exchange offers, cash-settled swaps or other cash-settled derivatives.

Transfer\nAgent, Registrar and Paying Agent

VStock\nTransfer, LLC will act as the initial transfer agent, registrar and paying agent for the SATS Stock. However, without prior notice to\nthe SATS preferred stockholders, we may change the transfer agent, registrar and paying agent and we or any of our subsidiaries may choose\nto act in that capacity as well (except that the transfer agent, registrar and paying agent with respect to any global certificate must\nat all times be a person that is eligible to act in that capacity under the depositary procedures).

Registered\nHolders

Absent\nmanifest error, a person in whose name any share of SATS Stock is registered on the registrar’s books will be considered to be\nthe holder of that share for all purposes, and only registered holders (which, in the case of SATS Stock held through DTC, will initially\nbe DTC’s nominee, Cede & Co.) will have rights under our articles of incorporation and certificate of designation as holders\nof the SATS Stock. In this section, we refer to the registered holders of the SATS Stock as “holders” of the SATS\nStock or “SATS preferred stockholders.”

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The\nSATS Stock will be initially issued in global form, represented by one or more “global certificates” registered in\nthe name of Cede & Co., as nominee of DTC, and DTC will act as the initial depositary for the SATS Stock. In limited circumstances,\nglobal certificates will be exchanged for “physical certificates” registered in the name of the applicable SATS preferred\nstockholders. See “Description of SATS Stock—Book Entry, Settlement and Clearance” for a definition of these terms\nand a description of certain DTC procedures that will be applicable to SATS Stock represented by global certificates.

Transfers\nand Exchanges

A\nSATS preferred stockholder may transfer or exchange its SATS Stock at the office of the registrar in accordance with the certificate\nof designation. We, the transfer agent and the registrar may require the SATS preferred stockholder to, among other things, deliver appropriate\nendorsements or transfer instruments as we or they may reasonably require. In addition, subject to the terms of the certificate of designation,\nwe, the transfer agent and the registrar may refuse to register the transfer or exchange of any share of SATS Stock that is subject to\nredemption or required repurchase.

Listing\nand At-the-Market Offering

We\nhave applied to list the SATS Stock on The Nasdaq Global Market under the symbol “SATS.” If the listing of the SATS Stock\nis approved, we expect trading to commence within 30 days after the “initial issue date” (as defined below under the\ncaption “—Definitions”). However, our listing application may not be approved. Moreover, even if the listing is approved,\na liquid trading market for the SATS Stock may not develop or be maintained, and the listing may be subsequently withdrawn. Accordingly,\nyou may not be able to sell your SATS Stock at the times you wish to or at favorable prices, if at all.

We also intend\nto commence an at-the-market offering of SATS Stock as soon as reasonably practicable following the listing of SATS Stock on The Nasdaq\nGlobal Market; however, the terms of such an offering have not been established and there can be no assurance as to when or on what terms\nwe would commence an at-the-market offering of SATS Stock.

Our\nClass A Common Stock and SATA Stock are listed on The Nasdaq Global Market under the symbols “ASST” and “SATA”,\nrespectively.

Payments\non the SATS Stock

We\nwill pay (or cause our paying agent to pay) all declared cash regular dividends or other cash amounts due on any SATS Stock represented\nby a global certificate by wire transfer of immediately available funds. We will pay (or cause our paying agent to pay) all declared\ncash regular dividends or other cash amounts due on any SATS Stock represented by a physical certificate as follows:

if\n the aggregate “stated amount” (as defined below under the caption “—Definitions”)\n of the SATS Stock represented by such physical certificate is at least $5.0 million\n (or such lower amount as we may choose in our sole and absolute discretion) and the holder\n of such SATS Stock entitled to such cash regular dividend or amount has delivered to the\n paying agent, no later than the time set forth below, a written request to receive payment\n by wire transfer to an account of such holder within the United States, by wire transfer\n of immediately available funds to such account; and

in\n all other cases, by check mailed to the address of such holder set forth in the register\n for the SATS Stock.

To\nbe timely, a written request referred to in the first bullet point above must be delivered no later than the “close of business”\n(as defined below under the caption “—Definitions”) on the following date: (i) with respect to the payment of\nany declared cash regular dividend due on a regular dividend payment date for the SATS Stock, the immediately preceding regular record\ndate; and (ii) with respect to any other payment, the date that is 15 calendar days immediately before the date such payment is\ndue.

If\nthe due date for a payment on any SATS Stock is not a “business day” (as defined below under the caption “—Definitions”),\nthen such payment may be made on the immediately following business day with the same force and effect as if such payment were made on\nthat due date, and no interest, dividend or other amount will accrue or accumulate on such payment as a result of the related delay.\nSolely for purposes of the immediately preceding sentence, a day on which the applicable place of payment is authorized or required by\nlaw or executive order to close or be closed will be deemed not to be a “business day.”

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Ranking

The\nSATS Stock will rank as follows:

senior\n to (i) “dividend junior stock” (as defined below under the caption “—Definitions,”\n and which includes our Class A Common Stock and our Class B Common Stock) with respect to\n the payment of dividends; and (ii) “liquidation junior stock” (as defined\n below under the caption “—Definitions,” and which includes our Class A\n Common Stock and Class B Common Stock) with respect to the distribution of assets upon our\n liquidation, dissolution or winding up;

equally\n with (i) dividend parity stock with respect to the payment of dividends; and (ii) liquidation\n parity stock with respect to the distribution of assets upon our liquidation, dissolution\n or winding up;

junior\n to (i) dividend senior stock and liquidation senior stock and which includes our SATA Stock;\n and (ii) our future indebtedness; and

structurally\n junior to all existing and future indebtedness and other liabilities, including trade payables,\n and (to the extent we are not a holder thereof) capital stock of our subsidiaries.

The\nterms of the SATS Stock will not restrict us from issuing dividend senior stock, dividend parity stock, liquidation senior stock or liquidation\nparity stock.

As\nof October 9, 2026, we had no consolidated indebtedness outstanding. Additionally, as of October 9, 2026, there were 14,030,176 shares\nof SATA Stock outstanding and there were no shares of dividend parity stock or liquidation parity stock outstanding. Our indebtedness\nand SATA Stock would rank senior to the SATS Stock.

Regular\nDividends

Generally

Shares of the\nSATS Stock will accumulate cumulative dividends (which we refer to as “regular dividends”) at a rate per annum\nequal to 15.00% (such rate per annum, the “regular dividend rate”) on the “stated amount” (as defined\nbelow under the caption “—Definitions”) thereof, regardless of whether or not declared or funds are legally\navailable for their payment. Subject to the other provisions described below, regular dividends will be payable when, as, and if\ndeclared by our “board of directors” (as defined below under the caption “—Definitions”) or any duly\nauthorized committee thereof, out of funds legally available for their payment, in arrears for each regular dividend period on each\n“regular dividend payment date” (as defined below under the caption “—Definitions”) to the SATS\npreferred stockholders of record as of the close of business on the “regular record date” (as defined below under the\ncaption “—Definitions”) immediately preceding the applicable regular dividend payment date; provided that\nany such payments shall be calculated for each calendar month and subdivided and paid on each regular dividend payment date in\nequally divided installments based on the number of regular dividend payment dates in each such calendar month (as determined by the\nCompany at least one business day prior to such calendar month (or, in the case of the calendar month in which the initial issue\ndate occurs, the business day prior to the initial issue date). If the number of business days in a month is less than the number of\nbusiness days as previously determined by us as a result of a scheduled business day no longer being a business day during such\nmonth, then we may elect to pay any regular dividend installment previously scheduled for such day that was scheduled to be a\nbusiness day but was not a business day on any subsequent business day by means of an increased payment amount or additional payment\nwithout penalty in respect of the delay. No dividend, interest or other amount will accumulate or accrue on any unpaid regular\ndividends, regardless of whether regular dividends are declared for any future regular dividend period. We currently anticipate we\nwill declare the first dividend payment on November 9, 2026. If declared, such payment will include all accrued and unpaid dividends\nfrom and after the closing date.

Subject\nto limited exceptions for the first regular dividend payment on any SATS Stock issued in an “at-the-market” or\nsimilar offering after the completion of this offering, regular dividends on the SATS Stock will accumulate from, and including, the\ncalendar day after the last date to which regular dividends have been paid (or, if no regular dividends have been paid, from, and including,\nthe calendar day after the initial issue date) to, and including, the next regular dividend payment date.

Declared\nregular dividends on the SATS Stock will be payable solely in cash in the manner, and subject to the provisions, described below under\nthe caption “—Method of Payment.”

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Each\npayment of declared regular dividends on the SATS Stock will be applied to the earliest regular dividend period for which regular dividends\nhave not yet been paid.

Accrued\nregular dividends will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The\ncertificate of designation will not require us to declare regular dividends on the SATS Stock, even if funds are legally available for\ntheir payment. Accordingly, we may choose not to declare regular dividends on the SATS Stock. See “Risk Factors—Risks Related\nto the SATS Stock and This Offering—We may not have sufficient funds to pay dividends in cash on the SATS Stock, or we may choose\nnot to declare or pay dividends on the SATS Stock. In addition, regulatory and contractual restrictions may prevent us from declaring\nor paying dividends.”

Method\nof Payment

Each\ndeclared regular dividend on the SATS Stock will be paid in cash.

Treatment\nof Dividends Upon Repurchase Upon Fundamental Change or Redemption

If\nthe “fundamental change repurchase date” (as defined below under the caption “—Fundamental Change Permits\nSATS preferred stockholders to Require Us to Repurchase SATS Stock”), or redemption date of any share of SATS Stock to be repurchased\nor redeemed is after a regular record date for a declared regular dividend on the SATS Stock and on or before the corresponding regular\ndividend payment date, then the holder of such share at the close of business on such regular record date will be entitled, notwithstanding\nsuch repurchase or redemption, as applicable, to receive, on or, at our election, before such regular dividend payment date, such declared\nregular dividend on such share.

Except\nas described in the preceding paragraph, regular dividends on any share of SATS Stock will cease to accumulate after the fundamental\nchange repurchase date or redemption date, as applicable, for such share.

Limitations\non Our Ability to Pay Dividends

We\nmay not have sufficient cash to pay regular dividends on the SATS Stock in cash. In addition, applicable law (including the Nevada Revised\nStatutes) regulatory authorities, and the agreements governing our indebtedness and our dividend senior stock, including our SATA Stock,\nmay restrict our ability to pay dividends on the SATS Stock. Similarly, statutory, contractual or other restrictions may limit our subsidiaries’\nability to pay dividends or make distributions, loans or advances to us to enable us to pay regular dividends on the SATS Stock. See\n“Risk Factors—Risks Related to this Offering and Our SATS Stock—We may not have sufficient funds to pay dividends in\ncash on the SATS Stock, or we may choose not to declare or pay dividends on the SATS Stock. In addition, regulatory and contractual restrictions\nmay prevent us from declaring or paying dividends.”

Priority\nof Dividends; Limitation on Junior Payments; No Participation Rights

Except\nas described below under “—Limitation on Dividends on Parity Stock” and “—Limitation on Certain Payments,”\nthe certificate of designation will not prohibit or restrict us or our board of directors from declaring or paying any dividend or distribution\n(whether in cash, securities or other property, or any combination of the foregoing) on any class or series of our stock, and, unless\nsuch dividend or distribution is declared on the SATS Stock, the SATS Stock will not be entitled to participate in such dividend or distribution.

For\npurposes of the descriptions below under the captions “—Limitation on Dividends on Parity Stock” and “—Limitation\non Certain Payments,” a regular dividend on the SATS Stock will be deemed to have been paid if such regular dividend is declared\nand consideration in kind and amount that is sufficient, in accordance with the certificate of designation, to pay such regular dividend\nis set aside for the benefit of the SATS preferred stockholders entitled thereto.

Limitation\non Dividends on Parity Stock

If\nless than all accumulated and unpaid regular dividends on the outstanding SATS Stock in respect of each preceding regular dividend payment\ndate has been declared and paid, then, until and unless all accumulated and unpaid regular dividends on the outstanding SATS Stock in\nrespect of each preceding regular dividend payment date have been paid, no dividends may be declared or paid on any class or series of\ndividend parity stock unless regular dividends are simultaneously declared on the SATS Stock on a pro rata basis, such that (i) the\nratio of (x) the dollar amount of regular dividends so declared per share of SATS Stock to (y) the dollar amount of the total\naccumulated and unpaid regular dividends per share of SATS Stock immediately before the payment of such regular dividend is no less than\n(ii) the ratio of (x) the dollar amount of dividends so declared or paid per share of such class or series of dividend parity\nstock to

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(y) the\ndollar amount of the total accumulated and unpaid dividends per share of such class or series of dividend parity stock immediately before\nthe payment of such dividend (which dollar amount in this clause (y) will, if dividends on such class or series of dividend parity\nstock are not cumulative, be the full amount of dividends per share thereof in respect of the most recent dividend period thereof).

Limitation\non Certain Payments

If\nany SATS Stock is outstanding, then, from and after the initial issue date, no dividends or distributions (whether in cash, securities\nor other property, or any combination of the foregoing) will be declared or paid on any of our “junior stock” (as\ndefined below under the caption “—Definitions”), and neither we nor any of our subsidiaries will purchase, redeem or\notherwise acquire for value (whether in cash, securities or other property, or any combination of the foregoing) any of our junior stock\nor dividend parity stock, in each case unless all accumulated regular dividends, if any, on the SATS Stock have been declared and paid\nin full. However, the restrictions described in the preceding sentence will not apply to the following:

dividends\n and distributions on junior stock that are payable solely in shares of junior stock, together\n with cash in lieu of any fractional share;

the\n purchase of any junior stock or dividend parity stock solely with the proceeds of a substantially\n simultaneous sale of other junior stock;

purchases,\n redemptions or other acquisitions of junior stock in connection with the administration of\n any benefit or other incentive plan of ours (including any employment contract) in the ordinary\n course of business, including (x) the forfeiture of unvested shares of restricted stock,\n or any withholdings (including withholdings effected by a repurchase or similar transaction),\n or other surrender, of shares that would otherwise be deliverable upon exercise, delivery\n or vesting of equity awards under any such plan or contract, in each case whether for payment\n of applicable taxes or the exercise price, or otherwise; (y) cash paid in connection\n therewith in lieu of issuing any fractional share; and (z) purchases of junior stock\n pursuant to a publicly announced repurchase plan to offset the dilution resulting from issuances\n pursuant to any such plan or contract; provided, however, that repurchases\n pursuant to this clause (z) will be permitted pursuant to the exception described in\n this bullet point only to the extent that the number of shares of junior stock so repurchased\n does not exceed the related “number of incremental diluted shares” (as\n defined below under the caption “—Definitions”);

purchases,\n or other payments in lieu of the issuance, of any fractional share of junior stock in connection\n with the conversion, exercise or exchange of such junior stock or of any securities convertible\n into, or exercisable or exchangeable for, junior stock;

purchases,\n or other payments in lieu of the issuance, of any fractional share of dividend parity stock\n in connection with the conversion, exercise or exchange of such dividend parity stock or\n of any securities convertible into, or exercisable or exchangeable for, dividend parity stock;

(x)\n dividends and distributions of junior stock, or rights to acquire junior stock, pursuant\n to a stockholder rights plan; and (y) the redemption or repurchase of such rights pursuant\n to such stockholder rights plan;

purchases\n of junior stock or dividend parity stock pursuant to a binding contract (including a stock\n repurchase plan) to make such purchases, if such contract was in effect on the immediately\n preceding regular dividend payment date and such purchases, if effected immediately before\n such regular dividend payment date, would not have been prohibited by the provision described\n in the first sentence under this “—Limitation on Certain Payments” section;

the\n settlement of any convertible note hedge transactions, capped call transactions or similar\n transactions entered into in connection with the issuance, by us or any of our subsidiaries,\n of any debt securities that are convertible into, or exchangeable for, our common stock (or\n into or for any combination of cash and our common stock based on the value of our common\n stock), provided such transactions are on customary terms and were entered\n into either (x) before the initial issue date or (y) in compliance with the provision\n described in the first sentence under this “—Limitation on Certain Payments”\n section;

the\n acquisition, by us or any of our subsidiaries, of record ownership of any junior stock or\n dividend parity stock solely on behalf of persons (other than us or any of our subsidiaries)\n that are the beneficial owners thereof, including as trustee or custodian (or as a result\n of our acquisition of another person that was, immediately before such acquisition, the record\n or beneficial owner of such junior stock or dividend parity stock, as applicable, provided such\n record or beneficial ownership was not obtained in anticipation of such acquisition);

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the\n exchange, conversion or reclassification of dividend parity stock solely for or into junior\n stock or other dividend parity stock, together with the payment, in connection therewith,\n of cash in lieu of any fractional share; and

the\n exchange, conversion or reclassification of junior stock solely for or into other junior\n stock, together with the payment, in connection therewith, of cash in lieu of any fractional\n share.

For\nthe avoidance of doubt, the provisions described in this “—Limitation on Certain Payments” section will not prohibit\nor restrict the payment or other acquisition for value of any debt securities that are convertible into, or exchangeable for, any capital\nstock.

Our\nSATA Stock contains, and any dividend senior stock that we may issue in the future could contain, provisions similar to the one described\nin this “—Limitation on Certain Payments” section. In the case of our SATA Stock, we are prohibited, and, in the case\nof any dividend senior stock that we may issue in the future, we may be prohibited, from paying dividends on the SATS Stock or purchasing,\nredeeming or acquiring the SATS Stock until and unless we first pay accumulated dividends in full on our SATA Stock and such dividend\nsenior stock.

Tax\nConsiderations

A\nholder or beneficial owner of the SATS Stock may, in some circumstances, be deemed to have received a distribution that is subject to\nU.S. federal income tax with respect to any increase in the liquidation preference or any discount at issuance. Applicable withholding\ntaxes (including backup withholding) may be withheld from dividends. In addition, if any withholding taxes (including backup withholding)\nare paid on behalf of a SATS preferred stockholder, then those withholding taxes may be set off against payments of cash in respect of\nthe SATS Stock or sales proceeds received by, or other funds or assets of, that SATS preferred stockholder. We or any other withholding\nagent may also require alternative arrangements to collect any withholding tax to ensure that we or such withholding agent is not out-of-pocket for\nany potential withholding tax liability.

Rights\nUpon Our Liquidation, Dissolution or Winding Up

If\nwe liquidate, dissolve or wind up, whether voluntarily or involuntarily, then, subject to the rights of any of our creditors, each share\nof SATS Stock will entitle the holder thereof to receive payment for the following amount out of our assets or funds legally available\nfor distribution to our stockholders, before any such assets or funds are distributed to, or set aside for the benefit of, any liquidation\njunior stock:

the\n “liquidation preference” (as defined below under the caption “—Definitions”)\n per share of SATS Stock as of the business day immediately before the date of such payment;\n plus

all\n accumulated and unpaid regular dividends, if any, that will have accrued on such share to,\n and including, the date of such payment.

Upon\npayment of such amount in full on the outstanding SATS Stock, holders of the SATS Stock will have no rights to our remaining assets or\nfunds, if any. If such assets or funds are insufficient to fully pay such amount on all outstanding shares of SATS Stock and the corresponding\namounts payable in respect of all outstanding shares of liquidation parity stock, if any, then, subject to the rights of any of our creditors\nor holders of any outstanding liquidation senior stock, such assets or funds will be distributed ratably on the outstanding shares of\nSATS Stock and liquidation parity stock in proportion to the full respective distributions to which such shares would otherwise be entitled.

For\npurposes of the provisions described above in this “—Rights Upon Our Liquidation, Dissolution or Winding Up” section,\nour consolidation or combination with, or merger with or into, or the sale, lease or other transfer of all or substantially all of our\nassets (other than a sale, lease or other transfer in connection with our liquidation, dissolution or winding up) to, another person\nwill not, in itself, constitute our liquidation, dissolution or winding up, even if, in connection therewith, the SATS Stock is converted\ninto, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of\nthe foregoing.

The\ncertificate of designation for our SATS Stock will not contain any provision requiring funds to be set aside to protect the liquidation\npreference of the SATS Stock, even though it is substantially in excess of the par value thereof. As such, we may have no assets or funds\navailable for payment on the SATS Stock upon our liquidation, dissolution or winding up. See “Risk Factors—Risks Related\nto this Offering and Our SATS Stock—Although the SATS Stock will be senior to our Class A Common Stock and Class B Common Stock,\nit will be junior to our SATA Stock, our existing and future indebtedness, structurally junior to the liabilities of our subsidiaries\nand subject to the rights and preferences of any other class or series of preferred stock then outstanding.”

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Voting\nRights

The\nSATS Stock will have no voting rights except as described below or as provided in our articles of incorporation or required by the Nevada\nRevised Statutes.

Voting\nand Consent Rights with Respect to Specified Matters

Subject\nto the other provisions described below, while any SATS Stock is outstanding, each of the following events will require, and cannot be\neffected without, the affirmative vote or consent of SATS preferred stockholders, and holders of each class or series of voting parity\nstock, if any, with similar voting or consent rights with respect to such event, representing at least a majority of the combined outstanding\nvoting power of the SATS Stock and such voting parity stock, if any:

(1)

any amendment,\n modification or repeal of any provision of our articles of incorporation or the certificate\n of designation that materially adversely affects the special rights, preferences or voting\n powers of the SATS Stock (other than an amendment, modification or repeal permitted by the\n provisions described below under the caption “—Certain Amendments Permitted Without\n Consent”); and

(2)

our consolidation\n or combination with, or merger with or into, another person, or any binding or statutory\n share exchange or reclassification involving the SATS Stock, in each case unless:

(a)

the SATS\n Stock either (i) remains outstanding after such consolidation, combination, merger,\n share exchange or reclassification; or (ii) is converted or reclassified into, or is\n exchanged for, or represents solely the right to receive, preference securities of the continuing,\n resulting or surviving person of such consolidation, combination, merger, share exchange\n or reclassification, or the parent thereof;

(b)

the SATS\n Stock that remains outstanding or such preference securities, as applicable, have rights,\n preferences and voting powers that, taken as a whole, are not materially less favorable (as\n determined by our board of directors in good faith) to the holders thereof than the rights,\n preferences and voting powers, taken as a whole, of the SATS Stock immediately before the\n consummation of such consolidation, combination, merger, share exchange or reclassification;\n and

(c)

the issuer\n of the SATS Stock that remains outstanding or such preference securities, as applicable,\n is a corporation duly organized and existing under the laws of the United States of America,\n any State thereof or the District of Columbia that, if not us, will succeed to us under the\n certificate of designation and the SATS Stock.

However,\na consolidation, combination, merger, share exchange or reclassification that satisfies the requirements of clauses (a), (b) and (c) of\nparagraph (2) above will not require any vote or consent pursuant to paragraph (1) above. In addition, each of the following\nwill be deemed not to materially adversely affect the rights, preferences or voting powers of the SATS Stock (or cause any of the rights,\npreferences or voting powers of any such preference securities to be materially less favorable as described above) and will not require\nany vote or consent pursuant to any of the preceding clauses (1) or (2):

any\n increase in the number of the authorized but unissued shares of our undesignated preferred\n stock;

any\n increase in the number of authorized or issued shares of SATS Stock; and

the\n creation and issuance, or increase in the authorized or issued number, of any class or series\n of stock (including, for the avoidance of doubt, dividend parity stock or liquidation parity\n stock, dividend senior stock or liquidation senior stock).

If\nany event described in paragraphs (1) or (2) above would materially adversely affect the rights, preferences or voting powers of one\nor more, but not all, classes or series of voting parity stock (which term, solely for these purposes, includes the SATS Stock), then\nthose classes or series whose rights, preferences or voting powers would not be materially adversely affected will be deemed not to have\nvoting or consent rights with respect to such event. Furthermore, an amendment, modification or repeal described in paragraph (1) above\nthat materially adversely affects the special rights, preferences or voting powers of the SATS Stock cannot be effected without the affirmative\nvote or consent of SATS preferred stockholders, voting separately as a class, of at least a majority of the SATS Stock then outstanding.

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Certain\nAmendments Permitted Without Consent

Notwithstanding\nanything to the contrary described in paragraph (1) above under the caption “—Voting and Consent Rights with Respect\nto Specified Matters,” we may amend, modify or repeal any of the terms of the SATS Stock without the vote or consent of any SATS\npreferred stockholder to:

cure\n any ambiguity or correct any omission, defect or inconsistency in the certificate of designation\n or the certificates representing the SATS Stock, including the filing of a certificate of\n amendment to certificate of designation or a certificate of correction pursuant to Nevada\n Revised Statutes 78.1955 or 78.0295, respectively, in connection therewith;

conform\n the provisions of the certificate of designation or the certificates representing the SATS\n Stock to this “Description of SATS Stock” section, as supplemented by the related\n pricing term sheet;

provide\n for or confirm the issuance of additional SATS Stock pursuant to the certificate of designation;

provide\n for any transfer restrictions that apply to any shares of SATS Stock (other than the shares\n of SATS Stock issued in this offering and any shares of SATS Stock issued in exchange therefor\n or in substitution thereof) that, at the time of their original issuance, constitute “restricted\n securities” within the meaning of Rule 144 under the Securities Act or that are originally\n issued in reliance upon Regulation S under the Securities Act; or

make\n any other change to our articles of incorporation, the certificate of designation or the\n certificates representing the SATS Stock that does not, individually or in the aggregate\n with all other such changes, adversely affect the rights of any SATS preferred stockholder\n (other than SATS preferred stockholders that have consented to such change), as such, in\n any material respect (as determined by our board of directors in good faith).

Procedures\nfor Voting and Consents

If\nany vote or consent of the SATS preferred stockholders will be held or solicited, including at a regular annual meeting or a special\nmeeting of stockholders, then our board of directors will adopt customary rules and procedures at its discretion to govern such vote\nor consent, subject to the other provisions described in this section. Such rules and procedures may include fixing a record date to\ndetermine the SATS preferred stockholders (and, if applicable, holders of voting parity stock) that are entitled to vote or provide consent,\nas applicable, rules governing the solicitation and use of proxies or written consents.

Each\nshare of SATS Stock will be entitled to one vote on each matter on which the holders of the SATS Stock are entitled to vote separately\nas a class and not together with the holders of any other class or series of stock. The respective voting powers of the SATS Stock and\nall classes or series of voting parity stock entitled to vote on any matter together as a single class will be determined (including\nfor purposes of determining whether a plurality, majority or other applicable portion of votes has been obtained) in proportion to their\nrespective liquidation amounts. Solely for these purposes, the liquidation amount of the SATS Stock or any such class or series of voting\nparity stock will be the maximum amount payable in respect of the SATS Stock or such class or series, as applicable, assuming we are\nliquidated on the record date for the applicable vote or consent (or, if there is no record date, on the date of such vote or consent).

A\nconsent or affirmative vote of the SATS preferred stockholders pursuant to the provisions described above under the caption “—Voting\nand Consent Rights with Respect to Specified Matters” may be given or obtained either in writing without a meeting or in person\nor by proxy at a regular annual meeting or a special meeting of stockholders.

Redemption\nat Our Option

The\nSATS Stock will not be redeemable at our option except pursuant to an optional redemption or a tax redemption, as described below.

Optional\nRedemption

Subject\nto the terms of the certificate of designation, we will have the right, at our election, to redeem all, and not less than all, of the\noutstanding SATS Stock, at any time for cash if the total number of shares of SATS Stock then outstanding is less than 25% of the total\nnumber of shares of the SATS Stock originally issued in this offering and in any future offering taken together. We refer to a redemption\npursuant to the provision described above as an “optional redemption.”

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Tax\nRedemption

Subject\nto the terms of the certificate of designation, we will have the right, at our election, to redeem all, and not less than all, of the\nSATS Stock, at any time, for cash if a “tax event” (as defined below under the caption “—Definitions”)\noccurs. We refer to a redemption pursuant to this provision described in this paragraph as a “tax redemption.”

Redemption\nDate

The\nredemption date will be a business day of our choosing that is no more than 60, nor less than 15, calendar days, after the date we send\nthe related redemption notice, as described below.

Redemption\nPrice

The\nredemption price for a share of SATS Stock called for either optional redemption or tax redemption will be an amount equal to (i) the\nliquidation preference of such share as of the business day before the date we send the related redemption notice, as described below,\nplus (ii) accumulated and unpaid regular dividends, if any, on such share that will have accrued to, and including, the redemption date.\nHowever, if the redemption date is after a regular record date for a declared regular dividend on the SATS Stock and on or before the\ncorresponding regular dividend payment date, then (a) the holder of such share at the close of business on such regular record date will\nbe entitled, notwithstanding such redemption, to receive, on or, at our election, before such regular dividend payment date, such declared\nregular dividend on such share; and (b) the amount referred to in clause (ii) of the preceding sentence will instead be deemed to be\nzero.

Redemption\nNotice

We\nwill send to the SATS preferred stockholders notice of the redemption containing certain information set forth in the certificate of\ndesignation, including the redemption price and the redemption date.

Fundamental\nChange Permits SATS Preferred Stockholders to Require Us to Repurchase SATS Stock

Generally

If\na fundamental change occurs, then, each SATS preferred stockholder will have the right (the “fundamental change repurchase right”)\nto require us to repurchase some or all of its shares of SATS Stock for cash on a date (the “fundamental change repurchase date”)\nof our choosing, which must be a business day that is no more than 35, nor less than 20, business days after the date we send the related\nfundamental change notice, as described below. We refer to a repurchase of any SATS Stock pursuant to the provisions described in this\nsection as a “repurchase upon fundamental change.” Notwithstanding anything to the contrary, in no event will any\nSATS preferred stockholder be entitled to require us to repurchase a number of shares of SATS Stock that is not a whole number.

The\nrepurchase price (the “fundamental change repurchase price”) for a share of SATS Stock tendered for repurchase will\nbe an amount equal to (i) the stated amount of such share, plus (ii) accumulated and unpaid regular dividends, if any, on such\nshare that will have accrued to, and including, the fundamental change repurchase date. However, if the fundamental change repurchase\ndate is after a regular record date for a declared regular dividend on the SATS Stock and on or before the corresponding regular dividend\npayment date, then (a) the holder of such share at the close of business on such regular record date will be entitled, notwithstanding\nsuch repurchase, to receive, on or, at our election, before such regular dividend payment date, such declared regular dividend on such\nshare; and (b) the amount referred to in clause (ii) of the preceding sentence will instead be deemed to be zero.

Notice\nof Fundamental Change

On\nor before the 20th calendar day after the effective date of a fundamental change, we will send to each SATS preferred stockholder notice\nof such fundamental change containing certain information set forth in the certificate of designation, including the fundamental change\nrepurchase date, the fundamental change repurchase price and the procedures SATS preferred stockholders must follow to tender their SATS\nStock for repurchase.

Procedures\nto Exercise the Fundamental Change Repurchase Right

To\nexercise its fundamental change repurchase right with respect to any SATS Stock, the holder thereof must deliver a notice (a “fundamental\nchange repurchase notice”) to the paying agent before the close of business on the business day immediately before the related\nfundamental change repurchase date (or such later time as may be required by law).

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The\nfundamental change repurchase notice must contain certain information set forth in the certificate of designation, including the certificate\nnumber of any physical certificate representing any SATS Stock to be repurchased, or must otherwise comply with the depositary procedures\nin the case of a global certificate.

A\nSATS preferred stockholder that has delivered a fundamental change repurchase notice with respect to any SATS Stock may withdraw that\nnotice by delivering a withdrawal notice to the paying agent at any time before the close of business on the business day immediately\nbefore the fundamental change repurchase date. The withdrawal notice must contain certain information set forth in the certificate of\ndesignation, including the certificate number of any physical certificate representing any SATS Stock with respect to which the withdrawal\nnotice is being delivered, or must otherwise comply with the depositary procedures in the case of a global certificate.

SATS\nStock to be repurchased must be delivered to the paying agent (in the case of SATS Stock represented by any physical certificate) or\nthe depositary procedures must be complied with (in the case of SATS Stock represented by any global certificate) for the holder of such\nSATS Stock to be entitled to receive the fundamental change repurchase price.

Compliance\nwith Securities Laws

We\nwill comply, in all material respects, with all federal and state securities laws in connection with a repurchase following a fundamental\nchange (including complying with Rules 13e-4 and 14e-1 under the Exchange Act and filing any required Schedule TO,\nto the extent applicable) so as to permit effecting such repurchase in the manner described above. However, to the extent that our obligations\nto offer to repurchase and to repurchase SATS Stock pursuant to the provisions described above conflict with any law or regulation that\nis applicable to us, our compliance with such law or regulation will not be considered to be a breach of those obligations.

Funds\nLegally Available for Payment of the Fundamental Change Repurchase Price; Covenant Not to Take Certain Actions

Notwithstanding\nanything to the contrary, (i) we will not be obligated to pay the fundamental change repurchase price of any shares of SATS Stock\nto the extent, and only to the extent, we do not have sufficient funds legally available to pay the same; and (ii) if we do not\nhave sufficient funds legally available to pay the fundamental change repurchase price of all shares of SATS Stock that are otherwise\nto be repurchased pursuant to a repurchase upon fundamental change, then (a) we will pay the maximum amount of such fundamental\nchange repurchase price that can be paid out of funds legally available for payment, which payment will be made pro rata to each SATS\npreferred stockholder based on the total number of shares of SATS Stock of such SATS preferred stockholder that were otherwise to be\nrepurchased pursuant to such repurchase upon fundamental change; and (b) we will cause all such shares as to which the fundamental\nchange repurchase price was not paid to be returned to the holder(s) thereof, and such shares will be deemed to remain outstanding. We\nwill not voluntarily take any action, or voluntarily engage in any transaction, that would result in a fundamental change unless we have\nsufficient funds legally available to fully pay the maximum aggregate fundamental change repurchase price that would be payable in respect\nof such fundamental change on all shares of SATS Stock then outstanding.

Repurchase\nby Third Party

Notwithstanding\nanything to the contrary, we will be deemed to satisfy our obligations to repurchase SATS Stock pursuant to a repurchase upon fundamental\nchange if (i) one or more third parties conduct the repurchase offer and repurchase tendered SATS Stock in a manner that would have\nsatisfied our obligations to do the same if conducted directly by us; and (ii) an owner of a beneficial interest in any SATS Stock\nrepurchased by such third party or parties will not receive a lesser amount (as a result of withholding or other similar taxes) than\nsuch owner would have received had we repurchased such SATS Stock.

No\nPreemptive Rights

Without\nlimiting the rights of SATS preferred stockholders described above, the SATS Stock will not have any preemptive rights to subscribe for\nor purchase any of our securities.

Calculations

Responsibility;\nSchedule of Calculations

Except\nas otherwise provided in the certificate of designation, we will be responsible for making all calculations called for under the certificate\nof designation or the SATS Stock, including determinations of the last reported sale prices, liquidation preference, fundamental change\nrepurchase price, redemption price and accrued regular dividends on the SATS Stock. We will make all calculations in good faith, and,\nabsent manifest error, our calculations will be final and binding on all SATS preferred stockholders. We will provide a schedule of these\ncalculations to any SATS preferred stockholder or any beneficial owner of any SATS Stock upon written request.

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Calculations\nAggregated for Each SATS Preferred Stockholder

The\ncomposition of the consideration due upon the payment of the fundamental change repurchase price or redemption price for, and the payment\non a regular dividend payment date of regular dividends on, the SATS Stock of any SATS preferred stockholder will (in the case of a global\ncertificate, to the extent permitted by, and practicable under, the depositary procedures) be computed based on the total number of shares\nof SATS Stock of such SATS preferred stockholder to be repurchased (in the case of payment of the fundamental change repurchase price)\nor redeemed (in the case of payment of the redemption price) or held by such SATS preferred stockholder as of the close of business on\nthe related regular record date (in the case of payment of such regular dividends), as applicable. Any cash amounts due to such SATS\npreferred stockholder in respect thereof will, after giving effect to the preceding sentence, be rounded to the nearest cent.

Notices

We\nwill send all notices or communications to SATS preferred stockholders pursuant to the certificate of designation in writing by electronic\nmail, first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery,\nto the SATS preferred stockholders’ respective addresses shown on the register for the SATS Stock. However, in the case of SATS\nStock represented by one or more global certificates, we are permitted to provide notices or communications to SATS preferred stockholders\npursuant to the depositary procedures, and notices and communications that we provide in this manner will be deemed to have been properly\nsent to such SATS preferred stockholders in writing.

Definitions

“Affiliate”\nhas the meaning set forth in Rule 144 under the Securities Act as in effect on the initial issue date.

“Board\nof directors” means our board of directors or a committee of such board duly authorized to act on behalf of such board.

“Business\nday” means any day other than any day on which the Federal Reserve Bank of New York is authorized or required by law or executive\norder to close or be closed, any day that is not a trading day, or any day that the Depositary is closed for business or providing limited\nsettlement services.

“Capital\nstock” of any person means any and all shares of, interests in, rights to purchase, warrants or options for, participations\nin, or other equivalents of, in each case however designated, the equity of such person, but excluding any debt securities convertible\ninto such equity.

“Class\nA common stock” means our class A common stock, $0.001 par value per share.

“Class\nB common stock” means our class B common stock, $0.001 par value per share.

“Close\nof business” means 5:00 p.m., New York City time.

“Depositary”\nmeans The Depository Trust Company or its successor, or any successor depositary for the applicable shares of SATS Stock.

“Depositary\nprocedures” means, with respect to any transfer, exchange or other transaction involving a global certificate representing\nany SATS Stock, or any beneficial interest in such certificate, the rules and procedures of the depositary applicable to such transfer,\nexchange or transaction.

“Dividend\njunior stock” means any class or series of our stock whose terms do not expressly provide that such class or series will rank\nsenior to, or equally with, the SATS Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate\ncumulatively). Dividend junior stock includes our Class A Common Stock and our Class B Common Stock. For the avoidance of doubt, dividend\njunior stock will not include any securities of our subsidiaries.

“Dividend\nparity stock” means any class or series of our stock (other than the SATS Stock) whose terms expressly provide that such class\nor series will rank equally with the SATS Stock with respect to the payment of dividends (without regard to whether or not dividends\naccumulate cumulatively). For the avoidance of doubt, dividend parity stock will not include any securities of our subsidiaries.

“Dividend\nsenior stock” means any class or series of our stock whose terms expressly provide that such class or series will rank senior\nto the SATS Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate cumulatively).

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Dividend\nsenior stock includes our SATA Stock. For the avoidance of doubt, dividend senior stock will not include any securities of our subsidiaries.

“Exchange\nAct” means the U.S. Securities Exchange Act of 1934, as amended.

“Fundamental\nchange” means any of the following events:

(i)

either\n (a) a “person” or “group” (within the meaning of Section 13(d)(3)\n of the Exchange Act) (other than (w) us; (x) our “wholly owned subsidiaries”\n (as defined below); (y) any employee benefit plans of ours or our wholly owned subsidiaries;\n or (z) any “permitted party” (as defined below)), files any report with the SEC\n indicating that such person or group has become the direct or indirect “beneficial\n owner” (as defined below) of shares of our common equity representing more than 50%\n of the voting power of all of our common equity; or (b) a “person” or “group”\n (within the meaning of Section 13(d)(3) of the Exchange Act) (other than (w) us; (x) our\n “wholly owned subsidiaries” (as defined below); or (y) any employee benefit plans\n of ours or our wholly owned subsidiaries), files any report with the SEC indicating that\n such person or group has become the direct or indirect “beneficial owner” (as\n defined below) of shares of our class A common stock representing more than 50% of the voting\n power of all of our class A common stock, provided that, solely for purposes of this clause\n (b), none of the following will constitute beneficial ownership of our class A common stock:\n (x) beneficial ownership of our class B common stock; and (y) beneficial ownership by any\n permitted party of any of our class A common stock issued upon conversion of our class B\n common stock; or

(ii)

the consummation\n of: (1) any sale, lease or other transfer, in one transaction or a series of transactions,\n of all or substantially all of the assets of us and our subsidiaries, taken as a whole, to\n any person, other than solely to one or more of our wholly owned subsidiaries; or (2) any\n transaction or series of related transactions in connection with which (whether by means\n of merger, consolidation, share exchange, combination, reclassification, recapitalization,\n acquisition, liquidation or otherwise) all of our class A common stock is exchanged for,\n converted into, acquired for, or constitutes solely the right to receive, other securities,\n cash or other property; provided, however, that any merger, consolidation, share exchange\n or combination of us pursuant to which the persons that directly or indirectly “beneficially\n owned” (as defined below) all classes of our common equity immediately before such\n transaction directly or indirectly “beneficially own,” immediately after such\n transaction, more than 50% of all classes of common equity of the surviving, continuing or\n acquiring company or other transferee, as applicable, or the parent thereof, in substantially\n the same proportions vis-à-vis each other as immediately before such transaction will\n be deemed not to be a fundamental change pursuant to this clause (ii).

For\nthe purposes of this definition, (x) any transaction or event described in both clause (i) and in clause (ii)(1) or (2) above (without\nregard to the proviso in clause (ii)) will be deemed to occur solely pursuant to clause (ii) above (subject to such proviso), and (y)\nwhether a person is a “beneficial owner,” whether shares are “beneficially owned,” and percentage beneficial\nownership, will be determined in accordance with Rule 13d-3 under the Exchange Act.

“Initial\nissue date” means the first date any SATS Stock offered by this prospectus supplement is issued.

“Junior\nstock” means any dividend junior stock or liquidation junior stock.

“Last\nreported sale price” per share of SATS Stock for any trading day means the closing sale price per share (or, if no closing\nsale price is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average\nof the average last bid prices and the average last ask prices per share) of SATS Stock on such trading day as reported in composite\ntransactions for the principal U.S. national or regional securities exchange on which the SATS Stock is then listed. If the SATS Stock\nis not listed on a U.S. national or regional securities exchange on such trading day, then the last reported sale price will be the last\nquoted bid price per share of SATS Stock on such trading day in the over-the-counter market as reported by OTC Markets Group Inc. or\na similar organization. If the SATS Stock is not so quoted on such trading day, then the last reported sale price will be the mid-point\nof the last bid price and the last ask price per share of SATS Stock on such trading day from a nationally recognized independent investment\nbanking firm we select, which may be any of the underwriters (or, if no such last bid price or last ask price is available, the fair\nvalue of one share of SATS Stock on such trading day determined by a nationally recognized independent investment banking firm we select,\nwhich may be any of the underwriters).

“Liquidation\njunior stock” means any class or series of our stock whose terms do not expressly provide that such class or series will rank\nsenior to, or equally with, the SATS Stock with respect to the distribution of assets upon our liquidation, dissolution or winding up.\nLiquidation junior stock includes our Class A Common Stock and our Class B Common Stock. For the avoidance of doubt, liquidation junior\nstock will not include any securities of our subsidiaries.

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“Liquidation\nparity stock” means any class or series of our stock (other than the SATS Stock) whose terms expressly provide that such class\nor series will rank equally with the SATS Stock with respect to the distribution of assets upon our liquidation, dissolution or winding\nup. For the avoidance of doubt, liquidation parity stock will not include any securities of our subsidiaries.

“Liquidation\npreference” initially means $100 per share of SATS Stock; provided, however, that, effective immediately after the close of\nbusiness on each business day after the initial issue date (and, if applicable, during the course of a business day on which any sale\ntransaction to be settled by the issuance of SATS Stock is executed, from the exact time of the first such sale transaction during such\nbusiness day until the close of business of such business day), the liquidation preference per share of SATS Stock will be adjusted to\nbe the greatest of (i) the stated amount per share of SATS Stock; (ii) in the case of any business day with respect to which we have,\non such business day or any business day during the ten (10) trading day period preceding such business day, executed any sale transaction\nto be settled by the issuance of SATS Stock, an amount equal to the last reported sale price per share of SATS Stock on the trading day\nimmediately before such business day; and (iii) the arithmetic average of the last reported sale prices per share of SATS Stock for each\ntrading day of the ten (10) consecutive trading days immediately preceding such business day, provided, however, that, if applicable,\nthe reference in this clause (iii) to ten (10) will be replaced by such lesser number of trading days as have elapsed during the period\nfrom, and including, the initial issue date to, but excluding, such business day. Notwithstanding anything to the contrary in the preceding\nsentence, at all times before the first date on which we execute any sale transaction to be settled by the issuance of SATS Stock (other\nthan the SATS Stock initially issued on the initial issue date), the liquidation preference per share of SATS Stock will be $100. Whenever\nin this prospectus supplement we refer to the liquidation preference of the SATS Stock as of a particular date without setting forth\na particular time on such date, such reference will be deemed to be to the liquidation preference immediately after the close of business\non such date. For purposes of this definition, references to our execution of any sale transaction to be settled by the issuance of SATS\nStock includes any resale of any shares of SATS Stock that we or any of our subsidiaries have purchased or otherwise acquired.

“Liquidation\nsenior stock” means any class or series of our stock whose terms expressly provide that such class or series will rank senior\nto the SATS Stock with respect to the distribution of assets upon our liquidation, dissolution or winding up. Liquidation senior stock\nincludes our SATA Stock. For the avoidance of doubt, liquidation senior stock will not include any securities of our subsidiaries.

“Market\ndisruption event” means, with respect to the SATS Stock, on any date, the occurrence or existence, during the one-half hour\nperiod ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other\nmarket on which the SATS Stock is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason\nof movements in price exceeding limits permitted by the relevant exchange or otherwise) in the SATS Stock or in any options contracts\nor futures contracts relating to the SATS Stock.

“Number\nof incremental diluted shares” means the increase in the number of diluted shares of the applicable class or series of junior\nstock (determined in accordance with generally accepted accounting principles in the United States, as the same is in effect on the initial\nissue date, and assuming net income is positive) that would result from the grant, vesting or exercise of equity-based compensation to\ndirectors, employees, contractors and agents (subject to proportionate adjustment for stock dividends, stock splits or stock combinations\nwith respect to such class or series of junior stock).

“Permitted\nparty” means any “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that\nconsists of, or includes, Vivek Ramaswamy, The Ramaswamy 2021 Trust, Matthew Cole, LT&C LLC, Liberty Pier Foundation, Benjamin Bartley\nPham, 2025-10 Investments LLC and Brian Logan Beirne.

“Person”\nmeans any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated\norganization or government or other agency or political subdivision thereof. Any division or series of a limited liability company, limited\npartnership or trust will constitute a separate “person.”

“SATS\npreferred stockholder,” or “holder” of any SATS Stock, means any person in whose name any share of SATS\nStock is registered on the registrar’s books.

“Regular\ndividend payment date” means, with respect to any share of SATS Stock, each business day beginning on November 9, 2026.

“Regular\ndividend period” means each period from, and including, the calendar day after a regular dividend payment date (or, in the\ncase of the first regular dividend period, from, and including, the calendar day after the initial issue date) to, and including, the\nnext regular dividend payment date.

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“Regular\ndividends” has the meaning set forth above under the caption “—Regular Dividends—Generally.”

“Regular\nrecord date” means, with respect to any regular dividend payment date, the business day immediately preceding the business\nday on which such regular dividend payment date occurs.

“Stated\namount” means $100 per share of SATS Stock.

“Subsidiary”\nmeans, with respect to any person, (i) any corporation, association or other business entity (other than a partnership or limited liability\ncompany) of which more than 50% of the total voting power of the capital stock entitled (without regard to the occurrence of any contingency,\nbut after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in\nthe election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or\ncontrolled, directly or indirectly, by such person or one or more of the other subsidiaries of such person; and (ii) any partnership\nor limited liability company where (x) more than 50% of the capital accounts, distribution rights, equity and voting interests, or of\nthe general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled,\ndirectly or indirectly, by such person or one or more of the other subsidiaries of such person, whether in the form of membership, general,\nspecial or limited partnership or limited liability company interests or otherwise, and (y) such person or any one or more of the other\nsubsidiaries of such person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.

A\n“tax event” will be deemed to occur if we have received an opinion of counsel experienced in such matters to the effect\nthat, as a result of:

\n \n \n \n \n \n

•

any amendment to, clarification of, or change,\n including any announced prospective change, in the laws or treaties of the United States or any of its political subdivisions or\n taxing authorities, or any regulations under those laws or treaties;

\n \n \n \n \n \n

•

an administrative action, which means any judicial\n decision or any official administrative pronouncement, ruling, regulatory procedure, notice or announcement, including any notice\n or announcement of intent to issue or adopt any administrative pronouncement, ruling, regulatory procedure or regulation;

\n \n \n \n \n \n

•

any\namendment to, clarification of, or change in the official position or the interpretation of any administrative action or judicial decision\nor any interpretation or pronouncement that provides for a position with respect to an administrative action or judicial decision that\ndiffers from the previously generally accepted position, in each case by any legislative body, court, governmental authority or regulatory\nbody, regardless of the time or manner in which that amendment, clarification or change is introduced or made known; or

\n \n \n \n \n \n

•

a threatened challenge asserted in writing in\n connection with a tax audit of us or any of our subsidiaries, or a publicly known threatened challenge asserted in writing against\n any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the SATS Stock;

which amendment,\nclarification or change is effective or the administrative action is taken or judicial decision, interpretation or pronouncement is issued\nor threatened challenge is asserted or becomes publicly known after the date of this prospectus supplement, there is more than an insubstantial\nrisk that any of the outstanding SATS Stock is treated as “fast-pay stock” within the meaning of Treasury Regulation Section\n1.7701(l)-3(b)(2) (or becomes subject to substantially similar successor provision).

“Trading\nday” means, with respect to the SATS Stock, any day on which (i) trading in the SATS Stock generally occurs on the principal\nU.S. national or regional securities exchange on which the SATS Stock is then listed or, if the SATS Stock, as applicable, is not then\nlisted on a U.S. national or regional securities exchange, on the principal other market on which the SATS Stock is then traded; and\n(ii) there is no Market Disruption Event. If the SATS Stock is not so listed or traded, then “Trading day” with respect to\nthe SATS means a business day.

“Voting\nparity stock” means, with respect to any matter as to which SATS preferred stockholders are entitled to vote pursuant to the\nprovisions described above under the caption “—Voting and Consent Rights with Respect to Specified Matters,” each class\nor series of outstanding dividend parity stock or liquidation parity stock, if any, upon which similar voting rights are conferred and\nare exercisable with respect to such matter. For the avoidance of doubt, voting parity stock will not include any securities of our subsidiaries.

“Wholly\nowned subsidiary” of a person means any subsidiary of such person all of the outstanding capital stock or other ownership interests\nof which (other than directors’ qualifying shares) are owned by such person or one or more wholly owned subsidiaries of such person.

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Book Entry,\nSettlement and Clearance

Global Certificates\n

The\nSATS Stock will be initially issued in the form of one or more certificates (the “global certificates”) registered\nin the name of Cede & Co., as nominee of DTC, and will be deposited with the transfer agent as custodian for DTC.

Only\npersons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants may\nown beneficial interests in a global certificate. We expect that, under procedures established by DTC:

\n \n \n \n \n \n

•

upon deposit of a global certificate with DTC’s\n custodian, DTC will credit the shares of SATS Stock represented by such global certificate to the accounts of the DTC participants\n designated by the underwriters; and

\n \n \n \n \n \n

•

ownership of beneficial interests in a global\n certificate will be shown on, and transfers of such interests will be effected only through, records maintained by DTC (with respect\n to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the\n global certificate).

Book-Entry\nProcedures for Global Certificates

All\ninterests in a global certificate will be subject to the operations and procedures of DTC. Accordingly, you must allow for sufficient\ntime in order to comply with those operations and procedures if you wish to exercise any of your rights with respect to the SATS Stock.\nThe operations and procedures of DTC are controlled by DTC and may be changed at any time. None of us, the transfer agent or any of the\nunderwriters will be responsible for those operations or procedures.

DTC has advised\nus that it is:

\n \n \n \n \n \n

•

a limited purpose trust company organized under\n the laws of the State of New York;

\n \n \n \n \n \n

•

a “banking organization” within the\n meaning of the New York State Banking Law;

\n \n \n \n \n \n

•

a member of the Federal Reserve System;

\n \n \n \n \n \n

•

a “clearing corporation” within the\n meaning of the Uniform Commercial Code; and

\n \n \n \n \n \n

•

a “clearing agency” registered under\n Section 17A of the Exchange Act.

DTC\nwas created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between\nits participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities\nbrokers and dealers (including the underwriters), banks and trust companies, clearing corporations and other organizations. Indirect\naccess to DTC’s book-entry system is also available to other “indirect participants,” such as banks, brokers, dealers\nand trust companies, who directly or indirectly clear through or maintain a custodial relationship with a DTC participant. Purchasers\nof SATS Stock who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants\nor indirect participants in DTC.

So\nlong as DTC or its nominee is the registered owner of a global certificate, DTC or that nominee will be considered the sole owner or\nholder of the SATS Stock represented by that global certificate for all purposes under the certificate of designation. Except as provided\nbelow, owners of beneficial interests in a global certificate:

\n \n \n \n \n \n

•

will not be entitled to have SATS Stock represented\n by the global certificate registered in their names;

\n \n \n \n \n \n

•

will not receive or be entitled to receive physical,\n certificated SATS Stock registered in their respective names (“physical certificates”); and

\n \n \n \n \n \n

•

will not be considered the owners or holders of\n the SATS Stock under the certificate of designation for any purpose.

As\na result, each investor who owns a beneficial interest in a global certificate must rely on the procedures of DTC (and, if the investor\nis not a participant or an indirect participant in DTC, on the procedures of the DTC participant through whom the investor owns its interest)\nto exercise any rights of a SATS preferred stockholder under the certificate of designation.

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Payments\non any global certificates will be made to DTC’s nominee as the registered holder of the global certificate. None of us, the transfer\nagent or the paying agent will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a\nglobal certificate, for any aspect of the records relating to, or payments made on account of, those interests by DTC or for maintaining,\nsupervising or reviewing any records of DTC relating to those interests. Payments by participants and indirect participants in DTC to\nthe owners of beneficial interests in a global certificate will be governed by standing instructions and customary industry practice\nand will be the responsibility of those participants or indirect participants and DTC.

Transfers\nbetween participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds.

Physical\nCertificates

A\nglobal certificate will be exchanged, pursuant to customary procedures, for one or more physical certificates only if:

•

DTC\n notifies us or the transfer agent that it is unwilling or unable to continue as depositary\n for such global certificate or DTC ceases to be a “clearing agency” registered\n under Section 17A of the Exchange Act and, in each case, we fail to appoint a successor depositary\n within 90 days of such notice or cessation; or

•

we,\n in our sole discretion, permit the exchange of any beneficial interest in such global certificate\n for one or more physical certificates at the request of the owner of such beneficial interest

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MATERIAL\nU.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion\nis a summary of material U.S. federal income tax considerations relevant to the purchase, ownership and disposition of the shares of\n15.00% Series A Perpetual SATS Preferred Stock (the “SATS Stock”) issued pursuant to this offering (such shares offered hereunder\nreferred to as “Preferred Stock” for purposes of this discussion), but does not purport to be a complete analysis\nof all potential U.S. federal income tax considerations. This discussion deals only with shares of the Preferred Stock held as capital\nassets, within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”), by holders\nwho purchase such shares of Preferred Stock in this offering.

This discussion\ndoes not cover all aspects of U.S. federal income taxation that may be relevant to the purchase, ownership or disposition of the Preferred\nStock by prospective investors in light of their particular circumstances. In particular, this discussion does not address all of the\ntax considerations that may be relevant to persons in special tax situations, including, without limitation, tax-exempt organizations,\ninsurance companies, banks or other financial institutions, dealers in securities or currencies, entities or arrangements treated as\npartnerships for U.S. federal income tax purposes or other flow-through entities (and investors therein), subchapter S corporations,\nretirement plans, individual retirement accounts or other tax-deferred accounts, real estate investment trusts, regulated investment\ncompanies, persons liable for any alternative minimum tax, “controlled foreign corporations,” “passive foreign investment\ncompanies,” persons subject to special tax accounting rules as a result of any item of gross income with respect to the Preferred\nStock being taken into account in an applicable financial statement, certain former citizens or former long-term residents of the United\nStates, traders in securities that elect to use a mark-to-market method of tax accounting for their securities holdings, persons that\nwill hold the Preferred Stock as a position in a hedging transaction, “straddle,” constructive sale, “conversion transaction”\nor other risk-reduction transaction, persons that acquire any Preferred Stock through the directed share program, U.S. holders (as defined\nherein) whose functional currency is not the U.S. dollar, “qualified foreign pension funds” as described in Section 897(l)(2)\nof the Code and entities all of the interests of which are held by qualified foreign pension funds, or who are otherwise subject to special\ntreatment under the Code.

Furthermore, this\nsummary is based upon the provisions of the Code, the Treasury Regulations promulgated thereunder and administrative and judicial interpretations\nthereof, all as of the date hereof. Such authorities may be repealed, revoked, modified or subject to differing interpretations, possibly\non a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. This discussion\ndoes not address any other U.S. federal tax considerations (such as estate and gift taxes) or any state, local or non-U.S. tax considerations,\nor the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. holders.

For purposes of\nthis discussion, a “U.S. holder” means a beneficial owner of the Preferred Stock that for U.S. federal income tax\npurposes is

an\n individual who is a citizen or resident of the United States;

a\n corporation or other entity treated as a corporation for U.S. federal income tax purposes\n that is created or organized in or under the laws of the United States, any State thereof\n or the District of Columbia;

an\n estate the income of which is subject to U.S. federal income taxation regardless of its source;\n or

a\n trust if (a) a court within the United States is able to exercise primary control over its\n administration and one or more United States persons (as defined in the Code) have the authority\n to control all substantial decisions of such trust or (b) the trust has validly elected to\n be treated as a United States person.

For the purposes\nof this discussion, a “non-U.S. holder” means a beneficial owner of the Preferred Stock that is neither a U.S. holder\nnor a partnership (including any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes).

If an entity or\narrangement classified as a partnership for U.S. federal income tax purposes holds the Preferred Stock, the tax treatment of a partner\nin such partnership generally will depend upon the status of the partner and the activities of the partnership. A partnership holding\nthe Preferred Stock, and partners therein, are urged to consult their tax advisors regarding the tax considerations of acquiring, holding\nand disposing of the Preferred Stock.

We have not sought\nand will not seek any rulings from the Internal Revenue Service (the “IRS”) with respect to the matters discussed\nbelow. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership,\nand disposition of the Preferred Stock or that any such position will not be sustained.

This discussion\nof material U.S. federal income tax considerations is not intended, and should not be construed, to be tax or legal advice to any particular\ninvestor in or holder of the Preferred Stock. Prospective investors are advised to consult their tax advisors

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concerning the application of the U.S.\nfederal income tax laws to their particular situations as well as any tax considerations arising under the laws of any state, local or\nnon-U.S. taxing jurisdiction or any applicable tax treaties, and the possible effect of changes in applicable tax law.

U.S. Holders

Distributions

Distributions made\nto U.S. holders with respect to the Preferred Stock will be taxable as dividend income when paid to the extent of our current or accumulated\nearnings and profits as determined for U.S. federal income tax purposes. To the extent that the amount of a distribution with respect\nto the Preferred Stock exceeds our current and accumulated earnings and profits, the distribution will be treated first as a tax-free\nreturn of capital to the extent of the holder’s adjusted tax basis in the Preferred Stock, and thereafter as capital gain which\nwill be long-term capital gain if the holder’s holding period for the stock exceeds one year at the time of the distribution. Distributions\non the Preferred Stock constituting dividend income paid to a U.S. holder that is an individual generally will be subject to taxation\nat preferential rates as qualified dividend income, provided applicable holding period requirements are met and certain other conditions\nare satisfied. Distributions on the Preferred Stock constituting dividend income paid to a U.S. holder that is a corporation generally\nwill qualify for the dividends-received deduction, subject to various limitations and the satisfaction of the applicable holding period\nrequirements. There is no assurance that we will have sufficient current or accumulated earnings and profits to ensure that any of our\ndistributions are treated as dividends such that qualified dividend income or dividends-received deduction treatment may be available.

Dividends that\nexceed certain thresholds in relation to a corporate U.S. holder’s tax basis in the Preferred Stock could be characterized as “extraordinary\ndividends” under the Code. If a corporate U.S. holder that has held the Preferred Stock for two years or less before the dividend\nannouncement date receives an extraordinary dividend, the holder generally will be required to reduce its tax basis (but not below zero)\nin the Preferred Stock with respect to which the dividend was made by the non-taxed portion of the dividend. If the amount of the reduction\nexceeds the U.S. holder’s tax basis in the Preferred Stock, the excess is treated as gain from the sale or exchange of the Preferred\nStock. A non-corporate U.S. holder that receives an extraordinary dividend could, under certain circumstances, be required to treat any\nlosses on the sale of our Preferred Stock as long-term capital losses to the extent of the extraordinary dividends such U.S. holder receives\nthat qualify for taxation at the preferential rates discussed above.

Deemed Distributions\non the Preferred Stock

The liquidation\npreference of the Preferred Stock will be subject to adjustment in the manner described in this prospectus supplement, which adjustment\nmay result in an increase in the liquidation preference. Under Section 305 of the Code, U.S. holders may be treated as receiving a deemed\ndividend on the Preferred Stock upon such an increase in the liquidation preference, although the matter is not clear. In addition, if\nour board of directors does not declare a distribution on the Preferred Stock in respect of any dividend period before the related dividend\npayment date, the deferred dividend may be treated as an increase in the liquidation preference of the Preferred Stock. Furthermore,\nif the Preferred Stock is issued at a discount to its liquidation preference, it may be subject to rules that require the accrual of\nsuch discount currently over the deemed term of the Preferred Stock as deemed distributions under U.S. tax rules similar to those governing\noriginal issue discount for debt instruments. Although the matter is not entirely clear, we believe any such adjustment of liquidation\npreference in the manner described in this prospectus supplement, such deferred dividend or such a discount should not be treated as\ngiving rise to a deemed distribution on the Preferred Stock, but in light of this uncertainty, the IRS or an applicable withholding agent\ncould take a contrary position.

If the IRS or an\napplicable withholding agent takes the position that a U.S. holder has received a deemed dividend under Section 305 of the Code, a U.S.\nholder may be required to include such deemed dividend in income currently with respect to the Preferred Stock even though the holder\nhas not received a cash payment. Further, because deemed distributions received by a U.S. holder would not give rise to any cash from\nwhich any applicable withholding could be satisfied, if we (or an applicable withholding agent) pay backup withholding on behalf of a\nU.S. holder (because the U.S. holder failed to establish an exemption from backup withholding), we may, at our option, set off any such\npayment against, or an applicable withholding agent may withhold such taxes from, payments of cash payable to the U.S. holder or sales\nproceeds received by, or other funds or assets of, the U.S. holder, or require alternative arrangements with respect to such withholding\ntaxes.

Sale or Redemption\nof Preferred Stock

A U.S. holder generally\nwill recognize capital gain or loss on a sale, exchange, redemption (including a repurchase) (other than a redemption that is treated\nas a distribution, as discussed below) or other disposition of the Preferred Stock equal to the difference between the amount realized\nupon the disposition and the holder’s adjusted tax basis in the stock so disposed. The capital gain or loss

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generally will be long-term capital\ngain or loss if the holder’s holding period for the stock exceeds one year at the time of disposition. Long-term capital gains\nof non-corporate taxpayers generally are taxed at a lower maximum marginal tax rate than the maximum marginal tax rate applicable to\nordinary income. The deductibility of capital losses is subject to limitations.

A redemption (including\na repurchase) of the Preferred Stock will be treated as a sale or exchange described in the preceding paragraph if the redemption, based\non the facts and circumstances, is treated for U.S. federal income tax purposes as (i) a “complete termination” of a U.S.\nholder’s equity interest in us, (ii) a “substantially disproportionate” redemption of our stock with respect to such\nholder, or (iii) being “not essentially equivalent to a dividend” with respect to such holder, each within the meaning of\nSection 302 of the Code. In determining whether any of these tests has been met, a U.S. holder must take into account not only the Preferred\nStock and other equity interests in us actually owned by the holder but also other equity interests in us that the holder constructively\nowns under U.S. federal income tax rules, as well as any rights the holder may have to vote for the election of board members. A U.S.\nholder that owns (actually or constructively) only an insubstantial percentage of our total equity interests and that exercises no control\nor management over our affairs may be entitled to sale or exchange treatment on a redemption of the Preferred Stock if such holder experiences\nany reduction in its equity interest (taking into account any constructively owned equity interests) as a result of the redemption.

If a U.S. holder\nmeets none of the alternative tests described above, the redemption will be treated as a distribution subject to the rules described\nunder “U.S. Holders—Distributions.” If a redemption of the Preferred Stock is treated as a distribution that is taxable\nas a dividend, U.S. holders are urged to consult their tax advisors regarding the allocation of tax basis in the redeemed and remaining\nshares of Preferred Stock.

Because the determination\nas to whether any of the alternative tests described above is satisfied with respect to any particular U.S. holder of the Preferred Stock\nwill depend upon the facts and circumstances as of the time the determination is made, U.S. holders are urged to consult their tax advisors\nregarding the tax treatment of a redemption.

Non-U.S. Holders

Distributions

Generally, subject\nto the discussions below under “Information Reporting and Backup Withholding” and “FATCA,” distributions treated\nas dividends, as described above under “U.S. Holders—Distributions,” paid to a non-U.S. holder with respect to the\nPreferred Stock that are not effectively connected with the holder’s conduct of a trade or business within the United States will\nbe subject to a 30% U.S. withholding tax, or such lower rate as may be specified by an applicable income tax treaty provided the non-U.S.\nholder furnishes to the withholding agent a properly executed IRS Form W-8BEN or Form W-8BEN-E (or suitable substitute form) certifying\nthat such holder is eligible for treaty benefits. Withholding may also be required in respect of dividends paid to a non-U.S. holder\nif certain reporting information is not provided, as described below under “—FATCA.” If you are subject to withholding\nat a rate in excess of a reduced rate for which you are eligible under a tax treaty or otherwise, you may be able to obtain a refund\nof or credit for any amounts withheld in excess of the applicable rate by timely filing a refund claim with the IRS. Non-U.S. holders\nare encouraged to consult with their tax advisors regarding the possible implications of these withholding requirements on their investment\nin the Preferred Stock.

Subject to the\ndiscussions below under “Information Reporting and Backup Withholding” and “FATCA,” dividends paid to a non-U.S.\nholder that are effectively connected with the holder’s conduct of a trade or business in the United States and, if an applicable\nincome tax treaty so requires, are attributable to a permanent establishment the holder maintains in the United States, are taxed on\na net-income basis at the regular rates and in the manner applicable to U.S. persons. Non-U.S. holders generally will be required to\nprovide to the applicable withholding agent a properly executed IRS Form W-8ECI (or a suitable substitute form) in order to claim an\nexemption from, or reduction in, U.S. federal withholding tax. In addition, a “branch profits tax” may be imposed at a 30%\nrate (or a reduced rate under an applicable income tax treaty) on a foreign corporation’s effectively connected earnings and profits\nfor the taxable year, as adjusted for certain items.

Sale or Redemption\nof Preferred Stock

Subject to the\ndiscussion below under “Information Reporting and Backup Withholding,” non-U.S. holders generally will not be subject to\nU.S. federal income or withholding tax with respect to gain, if any, recognized on a sale, exchange or other taxable disposition of the\nPreferred Stock, other than a redemption that is treated as a distribution as discussed below, unless:

the\ngain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States, and, if certain\ntax treaties apply, is attributable to a permanent establishment or fixed base within the United States;

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the\nnon-U.S. holder is a nonresident alien individual that is present in the United States for 183 or more days in the taxable year of the\ndisposition and certain other conditions are satisfied; or

the\nPreferred Stock constitutes a U.S. real property interest (“USRPI”) by reason of our status as a United States real\nproperty holding corporation (“USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the\nfive-year period preceding the disposition of the Preferred Stock or the period that the non-U.S. holder held the Preferred Stock.

A non-U.S. holder\ndescribed in the first bullet point above generally will be subject to U.S. federal income tax on the net gain derived from the sale\nin the same manner as a U.S. holder. A non-U.S. holder that is a foreign corporation will be subject to tax on such gain at regular U.S.\nfederal income tax rates and, in addition, may be subject to a branch profits tax at a 30% rate or a lower rate if so specified by an\napplicable income tax treaty.

A non-U.S. holder\ndescribed in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified\nby an applicable income tax treaty) on the gain recognized, which may be offset by certain U.S. source capital losses of the non-U.S.\nholder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed\nU.S. federal income tax returns with respect to such losses.

With respect to\nthe third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC.

A payment made\nto a non-U.S. holder in redemption of the Preferred Stock may be treated as a dividend, rather than as a payment in exchange for the\nstock, in the circumstances discussed above under “U.S. Holders—Sale or Redemption of Preferred Stock,” in which event\nthe payment would be subject to tax as discussed above under “Non-U.S. Holders—Distributions.”

Non-U.S. holders\nshould consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Deemed Distributions\non the Preferred Stock

As described above\nunder “U.S. Holders—Deemed Distributions on the Preferred Stock,” upon an adjustment to the liquidation preference\nof the Preferred Stock, if our board of directors does not declare a distribution on the Preferred Stock in respect of any dividend period\nbefore the related dividend payment date or if the Preferred Stock were issued at a discount, the holder may be treated as receiving\na deemed distribution. If we (or an applicable withholding agent) pay withholding on behalf of a non-U.S. holder (because such non-U.S.\nholder failed to establish an exemption from dividend withholding), we (or an applicable withholding agent) may, at our option, set off\nsuch payments against, or withhold such taxes from, payments of cash payable to the non-U.S. holder or sales proceeds received by, or\nother funds or assets of, the non-U.S. holder, or require alternative arrangements in respect of such withholding taxes.

Issuance of\nAdditional Shares

If in the future\nwe issue additional shares of SATS Stock or resell any shares of SATS Stock that we or any of our subsidiaries have purchased or otherwise\nacquired (such shares, “Additional Shares”) and such Additional Shares trade under the same CUSIP or other identifying\nnumber as that of the Preferred Stock, the Preferred Stock may not be distinguishable by persons such as subsequent purchasers and withholding\nagents from the Additional Shares. If such Additional Shares have a different, and potentially adverse, tax profile or treatment for\nU.S. federal income tax purposes from the Preferred Stock, such profile or treatment could adversely impact the Preferred Stock because\nof the inability to distinguish between the Preferred Stock and the Additional Shares. For example, adverse tax treatment of the Additional\nShares could negatively impact the market value of the Preferred Stock. In addition, the IRS could treat a holder of the Preferred Stock\nas subject to the adverse consequences applicable to the Additional Shares unless the holder is able to demonstrate that it acquired\nthe Preferred Stock in this offering and did not hold the Additional Shares. SATS preferred stockholders are urged to consult their tax\nadvisors regarding these tax considerations.

Please also review\nthe discussion below under “Fast-Pay Stock Regulations” for a discussion about the potential application of those rules to\nAdditional Shares.

Extraordinary\nDividends

If Additional Shares\nare treated as being issued at a price that exceeds their liquidation preference, such Additional Shares would constitute “disqualified\npreferred stock” for purposes of the extraordinary dividend rules. The liquidation preference of the SATS Stock will be subject\nto adjustment in the manner described in this prospectus supplement. It is not entirely clear how such an adjustable liquidation preference\nwould be treated for purposes of applying the disqualified preferred stock and the extraordinary

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dividend rules. However, it is possible\nthat such adjustment may be taken into account for purposes of disqualified preferred stock determination. Even if the Preferred Stock\nis not issued at such a price, due to fungible trading of Additional Shares with Preferred Stock, the Preferred Stock may be considered\ndisqualified preferred stock, unless owners of the Preferred Stock can clearly demonstrate that they purchased the Preferred Stock offered\nhereby as opposed to such Additional Shares. If the Preferred Stock held by a corporate U.S. holder were considered disqualified preferred\nstock (because such shares are indistinguishable from the Additional Shares), for any dividend received, the holder generally will be\nrequired to reduce its tax basis (but not below zero) in the Preferred Stock with respect to which the dividend is received by the non-taxed\nportion of the dividend. Please also review the discussion above under “U.S. Holders—Distributions” for a discussion\nof extraordinary dividends.

Sales at\na Discount

As discussed above\nunder “U.S. Holders—Deemed Distributions on the Preferred Stock,” if the Additional Shares are sold at a discount (or\nat a discount that exceeds the discount that applies to the Preferred Stock at issuance), such Additional Shares may be subject to rules\nthat require the accrual of such discount (or such greater discount) currently over the deemed term of the Additional Shares as deemed\ndistributions under U.S. tax rules similar to those governing original issue discount for debt instruments. Due to fungible trading of\nAdditional Shares with Preferred Stock, the IRS or a withholding agent may treat any such discount as resulting in deemed distributions\nwith respect to the Preferred Stock as well as such Additional Shares. Because any such deemed distributions received by a holder would\nnot give rise to any cash from which any applicable withholding could be satisfied, we (or an applicable withholding agent) may, at our\noption, set off such payments against, or withhold such taxes from, payments of cash payable to the holder or sales proceeds received\nby, or other funds or assets of, the holder, or require alternative arrangements in respect of such withholding taxes.

Fast-Pay Stock\nRegulations

Under Treasury\nRegulations promulgated under Section 7701(l) of the Code (the “Fast-Pay Stock Regulations”), if stock of a corporation\nis structured such that dividends paid with respect to the stock are economically (in whole or in part) a return of the stockholder’s\ninvestment (rather than a return on the stockholder’s investment), then the stock is characterized as “fast-pay stock”\nand is subject to adverse tax reporting requirements and potentially penalties, as described below. In addition, under the Fast-Pay Stock\nRegulations, unless clearly demonstrated otherwise, stock is presumed to be fast-pay stock if it is structured to have a dividend that\nis reasonably expected to decline (as opposed to a dividend rate that is reasonably expected to fluctuate or remain constant) (for such\npurpose, the dividend rate may be viewed as reasonably expected to decline if we are reasonably expected to stop paying regular dividends\non the SATS Stock) or is issued for an amount that exceeds (by more than a de minimis amount, as determined under applicable Treasury\nRegulations) the amount at which the stockholder can be compelled to dispose of the stock. It is not clear what amount would constitute\n“de minimis” in the case of stock with a perpetual term.

The determination\nof whether stock is fast-pay stock is based on all the facts and circumstances. To determine if it is fast-pay stock, stock is examined\nwhen issued, and, for stock that is not fast-pay stock when issued, when there is a significant modification in the terms of the stock\nor the related agreements or a significant change in the relevant facts and circumstances. The relevant tax regulations do not indicate\nthe types of significant changes in facts and circumstances that are intended to give rise to such a determination.

We do not believe\nthat the Preferred Stock is fast-pay stock.

We also do not\nintend to issue any Additional Shares that would be treated as fast-pay stock. Moreover, we intend to obtain advice of counsel in connection\nwith future offerings of Additional Shares for the purpose of analyzing the consequences of issuing such Additional Shares in light of\nany legal developments regarding the definition of fast-pay stock. As the liquidation preference of the SATS Stock will be subject to\nadjustment in the manner described in this prospectus supplement, it is generally not expected that the Additional Shares would be issued\nat such a level of premium above their liquidation preference at the time of sale of the Additional Shares so as to implicate the fast-pay\nstock rules. Nonetheless, there may be increased risk that the IRS could assert that such Additional Shares constitute fast-pay stock.

Transactions involving\nfast-pay stock arrangements are treated as “listed transactions” for U.S. federal income tax purposes. Issuers and holders\nof any shares of fast-pay stock would be required to report their participation in the transaction on IRS Form 8886 on an annual basis\nwith their U.S. federal income tax returns and would also be required to mail a copy of that form to the IRS Office of Tax Shelter Analysis.\nFailure to comply with those disclosure requirements could result in the assessment by the IRS of interest, additions to tax and onerous\npenalties. In addition, an accuracy-related penalty applies under the Code to any reportable transaction understatement attributable\nto a listed transaction if a significant purpose of the transaction is the avoidance or evasion of U.S. federal

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income tax. Furthermore, certain material\nadvisors would also be required to file a disclosure statement with the IRS. If we determine that we are required to file an IRS Form\n8886 (including a protective filing) in connection with the potential issuance of fast-pay stock with respect to the Preferred Stock\nor Additional Shares, we intend to provide public notice to the holders of the Preferred Stock or Additional Shares, as applicable, which\nnotice may be by a press release, by publication on our investor relations website, or by filing a current report on Form 8-K with the\nSecurities and Exchange Commission.

Notwithstanding\nour intent not to issue Additional Shares that would be fast-pay stock, the rules regarding the definition of fast-pay stock are unclear\nin certain respects and, therefore, the IRS could disagree with our determination and treat such Additional Shares as fast-pay stock.\nIn addition, as discussed above under “—Issuance of Additional Shares,” even though we believe that the Preferred Stock\noffered hereby is not treated as fast-pay stock, the treatment of any Additional Shares as fast-pay stock could affect the Preferred\nStock if all such shares are indistinguishable because they have the same CUSIP or other identifying number. For example, if the IRS\ntreated such Additional Shares as fast-pay stock, a holder of the Preferred Stock might be required to demonstrate to the IRS that the\nholder purchased the Preferred Stock as opposed to such Additional Shares.

Furthermore, treatment\nof such Additional Shares as fast-pay stock could adversely affect the trading price of the Preferred Stock. Accordingly, holders are\nstrongly urged to consult their tax advisors regarding the Fast-Pay Stock Regulations and their potential consequences to an investment\nin the Preferred Stock.

Information\nReporting and Backup Withholding

In general, information\nreporting will apply with respect to the payment of distributions (including deemed distributions) on the Preferred Stock and the payment\nof proceeds on the sale or other taxable disposition of the Preferred Stock, unless a U.S. holder is an exempt recipient such as a corporation.\nBackup withholding may apply to such payments unless the U.S. holder provides proof of an applicable exemption or a correct taxpayer\nidentification number, and otherwise complies with applicable requirements of the backup withholding rules.

We must report\nannually to the IRS and to each non-U.S. holder the amount of distributions (including, for this purpose, deemed distributions) paid\nto such holder and any tax withheld with respect to any dividends, regardless of whether withholding was required. Copies of the information\nreturns reporting distributions and withholding may also be made available to the tax authorities in the country in which the non-U.S.\nholder resides under the provisions of an applicable income tax treaty. Non-U.S. holders may be subject to backup withholding unless\nthe non-U.S. holder certifies on IRS Form W-8BEN or IRS Form W-8BEN-E (or a suitable substitute form) that it is not a U.S. person (and\nthe withholding agent does not have actual knowledge or reason to know that such holder is a U.S. person) or such holder otherwise establishes\nan exemption from backup withholding.

Backup withholding\nis not an additional tax. Any amount withheld under the backup withholding rules from a payment to a U.S. holder or non-U.S. holder is\nallowable as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that\nthe required information is timely furnished to the IRS.

FATCA

The Foreign Account\nTax Compliance Act (“FATCA”) and related IRS guidance concerning FATCA impose a 30% U.S. withholding tax on dividends\n(including, for this purpose, deemed dividends) in respect of Preferred Stock made to a non-U.S. entity that fails to take required steps\nto provide information regarding its “United States accounts” or its direct or indirect “substantial United States\nowners,” as applicable, or to make a required certification that it has no such accounts or owners. Although withholding under\nFATCA would have applied to payments of gross proceeds from the taxable disposition of the Preferred Stock, proposed Treasury Regulations\neliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations\nuntil final Treasury Regulations are issued. We will not pay any additional amounts to holders of the Preferred Stock in respect of any\namounts withheld.

Prospective investors\nshould consult their tax advisors about how information reporting and the possible imposition of withholding tax under FATCA may apply\nto their investment in the Preferred Stock.

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UNDERWRITING

Barclays Capital\nInc. and Cantor Fitzgerald & Co. are acting as the representatives of the underwriters and book-running managers of this offering.\nUnder the terms of an underwriting agreement, each of the underwriters named below has severally agreed to purchase from us the respective\nnumber of shares of SATS Stock shown opposite its name below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


Underwriters	Number of Shares
Barclays Capital Inc.		3,535,000
Cantor Fitzgerald & Co.		2,870,000
Clear Street LLC		245,000
B. Riley Securities, Inc.		87,500
H.C. Wainwright & Co., LLC		87,500
Maxim Group LLC		87,500
StoneX Financial Inc.		87,500
Total		7,000,000

The underwriting\nagreement provides that the underwriters’ obligation to purchase the SATS Stock depends on the satisfaction of the certain conditions\ncontained in the underwriting agreement including:

the\n obligation to purchase all of the SATS Stock offered hereby, if any of the shares are purchased;

the\n representations and warranties made by us to the underwriters are true;

there\n is no material change in our business or the financial markets; and

we\n deliver customary closing documents to the underwriters.

Commissions and\nExpenses

The following table\nshows the underwriting discounts to be paid to the underwriters by us in connection with this offering. These underwriting discounts\nare the difference between the public offering price and the amount the underwriters pay to us to purchase the SATS Stock.

\n \n \n \n \n \n \n \n \n

		Per Share		Total
SATS Stock		$	3.00			$	21,000,000

The representatives\nhave advised us that the underwriters propose to offer the SATS Stock directly to the public at the offering price on the cover of this\nprospectus supplement and to selected dealers, which may include the underwriters, at such offering price less a selling concession not\nin excess of $2.00 per share. If all the shares are not sold at the initial offering price following the initial offering, the representatives\nmay change the offering price and other selling terms.

Our net\noffering expenses are estimated to be approximately $0.85 million, excluding underwriting discounts. We have agreed to reimburse\nthe underwriters certain expenses incurred in connection with this offering, including, among others, expenses of their counsel and\ntheir expenses incurred in connection with, among others, the review and clearance by the Financial Industry Regulatory Authority,\nInc., in an amount of up to $35,000.

We agree that,\nwithout the prior written consent of Barclays Capital Inc. on behalf of the Underwriters, we will not, and will not publicly disclose\nan intention to, during the period commencing on the date hereof and ending on the earlier of (1) the first date on which the Preferred\nStock is listed for trading on the Nasdaq Global Market and (2) 15 days from the date of the Prospectus, (a) offer for sale, sell, pledge,\nor otherwise dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the\ndisposition by any person at any time in the future of any additional shares of SATS Stock, (b) enter into any swap or other derivatives\ntransaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of SATS\nStock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of SATS Stock, common stock or\nother securities, in cash or otherwise, or (c) file, confidentially submit or cause to be confidentially submitted

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or filed a registration\nstatement, including any amendments thereto, with respect to the registration of any shares of the SATS Stock, or (d) publicly disclose\nthe intention to do any of the foregoing.

The foregoing sentence\nshall not apply to the sale of the securities under the underwriting agreement.

Barclays Capital\nInc., in its sole discretion, may waive the restrictions described above in whole or in part at any time. When determining whether or\nnot to waive such restrictions, Barclays Capital Inc. will consider, among other factors, the Company’s reasons for requesting\nthe release, the number of shares of SATS Stock and other securities for which the release is being requested and market conditions at\nthe time.

Offering Price\nDetermination

Prior to this offering,\nthere has been no public market for the SATS Stock. The initial offering price was negotiated between the representatives and us. In\ndetermining the initial offering price of the SATS Stock, the representatives considered numerous factors, including prevailing market\ninterest rates, the recent market prices of, and the demand for, our other securities, the recent history and prospects for the Bitcoin\necosystem and digital assets industry more broadly, and our financial information.

Indemnification\n

We have agreed\nto indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments\nthat the underwriters may be required to make for these liabilities.

Stabilization,\nShort Positions and Penalty Bids

The representatives\nmay engage in stabilizing transactions, short sales and purchases to cover positions created by short sales, and penalty bids or purchases\nfor the purpose of pegging, fixing or maintaining the price of the SATS Stock, in accordance with Regulation M under the Exchange Act:

Stabilizing\n transactions permit bids to purchase the underlying security so long as the stabilizing bids\n do not exceed a specified maximum.

A\n short position involves a sale by the underwriters of shares in excess of the number of shares\n the underwriters are obligated to purchase in the offering, which creates the syndicate short\n position. The underwriters may close out any short position by purchasing shares of SATS\n Stock in the open market.

Syndicate\n covering transactions involve purchases of the SATS Stock in the open market after the distribution\n has been completed in order to cover syndicate short positions.

Penalty\n bids permit the representatives to reclaim a selling concession from a syndicate member when\n the SATS Stock originally sold by the syndicate member is purchased in a stabilizing or syndicate\n covering transaction to cover syndicate short positions.

These stabilizing\ntransactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of the\nSATS Stock or preventing or retarding a decline in the market price of the SATS Stock. As a result, the price of the SATS Stock may be\nhigher than the price that might otherwise exist in the open market. These transactions may be effected on The Nasdaq Global Market or\notherwise and, if commenced, may be discontinued at any time.

Neither we nor\nany of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described\nabove may have on the price of the SATS Stock. In addition, neither we nor any of the underwriters make any representation that the representatives\nwill engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Electronic Distribution\n

A prospectus in\nelectronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters\nand/or selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view offering\nterms online and, depending upon the particular underwriter or selling group member, prospective investors may be allowed to place orders\nonline. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any\nsuch allocation for online distributions will be made by the representatives on the same basis as other allocations.

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Other than the\nprospectus in electronic format, the information on any underwriter’s or selling group member’s web site and any information\ncontained in any other web site maintained by an underwriter or selling group member is not part of the prospectus or the registration\nstatement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter or selling group member\nin its capacity as underwriter or selling group member and should not be construed as having been authorized or approved to us, any underwriter\nor any selling group member.

Listing on The\nNasdaq Global Market

We have applied\nto list the SATS Stock on The Nasdaq Global Market under the symbol “SATS.” If the listing is approved, we expect trading\nto commence within 30 days after the date the SATS Stock is first issued.

Directed Share\nProgram

At our request,\nthe underwriters have reserved up to 350,000 shares of SATS Stock, or 5% of the SATS Stock offered by this prospectus supplement, for\nsale at the public offering price through a directed share program to certain of our employees, officers and directors based in the United\nStates and their friends and family members, and certain other individuals identified by management. The number of shares of SATS Stock\navailable for sale to the general public will be reduced to the extent that such persons purchase such reserved shares. Any reserved\nshares not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this\nprospectus. Fidelity Brokerage Services LLC and Fidelity Capital Markets, a division of National Financial Services LLC, a selling group\nmember in this offering, will administer our directed share program.

We will agree to\nindemnify Fidelity Brokerage Services LLC and Fidelity Capital Markets, a division of National Financial Services LLC, as the program\nadministrator, against certain liabilities and expenses in connection with the sale of the shares of SATS Stock reserved for the directed\nshare program.

Sales to Non-Institutional\nInvestors

We anticipate that\na portion of the SATS Stock sold in connection with this offering will, at our request, be offered to non-institutional investors through\nFidelity Brokerage Services LLC, via their online brokerage platform. Such platform is not associated with us and there may be risks\nassociated with the use of such platform that we cannot foresee, including risks related to the technology and operation of such platform,\nand the publicity and the use of social media by users of such platform that we cannot control. Purchases made through such platform\nwill be subject to the terms, conditions, and requirements set by Fidelity Brokerage Services LLC. The SATS Stock offered in this offering\nthrough such platform will initially be offered at the public offering price listed on the cover page of this prospectus supplement.\nInformation contained on, or that can be accessed through, such brokerage platform does not constitute part of this prospectus.

Settlement

We expect to deliver\nthe SATS Stock in book-entry form through the facilities of The Depository Trust Company on or about October 20, 2026, which will be\nthe second business day after the initial trade date for the SATS Stock (this settlement cycle being referred to as “T+2”).\nUnder Rule 15c6-1 under the Exchange Act, trades in the secondary market generally must settle in one business day, unless the parties\nto the trade expressly agree otherwise. Accordingly, purchasers who wish to trade SATS Stock before the business day before the settlement\ndate must, because the SATS Stock initially will settle T+2 specify an alternate settlement cycle at the time of such trade to prevent\na failed settlement. Those purchasers should consult their advisors.

Other Relationships\n

The underwriters\nand certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading,\ncommercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing\nand brokerage activities. The underwriters and certain of their affiliates have, from time to time, performed, and may in the future\nperform, various commercial and investment banking and financial advisory services for the issuer and its affiliates, for which they\nreceived or may in the future receive customary fees and expenses.

In the ordinary\ncourse of their various business activities, the underwriters and certain of their affiliates may make or hold a broad array of investments\nand actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for\ntheir own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or\ninstruments of the issuer or its affiliates. If the underwriters or their affiliates have a lending relationship with us, the

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underwriters or their\naffiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, the underwriters\nand their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps\nor the creation of short positions in our securities or the securities of our affiliates, including potentially the SATS Stock offered\nhereby. Any such credit default swaps or short positions could adversely affect future trading prices of the SATS Stock offered hereby.\nThe underwriters and certain of their affiliates may also communicate independent investment recommendations, market color or trading\nideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or\nrecommend to clients that they acquire, long and/or short positions in such securities and instruments.

Selling Restrictions\n

General

Other than in the\nUnited States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this\nprospectus supplement in any jurisdiction where action for that purpose is required. The securities offered by this prospectus supplement\nmay not be offered or sold, directly or indirectly, nor may this prospectus supplement or any other offering material or advertisements\nin connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances\nthat will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus\nsupplement comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution\nof this prospectus supplement. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any\nsecurities offered by this prospectus supplement in any jurisdiction in which such an offer or a solicitation is unlawful.

European Economic\nArea

In relation to\neach Member State of the European Economic Area (each a “Relevant State”), no SATS Stock has been offered or will\nbe offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the\nSATS Stock which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant\nState and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers\nof SATS Stock may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

(a)

to any legal entity which is a qualified\n investor as defined under the Prospectus Regulation;

(b)

to fewer than 150 natural or legal\n persons (other than qualified investors as defined under the Prospectus Regulation), subject\n to obtaining the prior consent of each of the underwriters for any such offer; or

(c)

in any other circumstances falling\n within Article 1(4) of the Prospectus Regulation,

provided that\nno such offer of SATS Stock shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus\nRegulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

Each person in\na Relevant State who initially acquires any SATS Stock or to whom any offer is made will be deemed to have represented, acknowledged\nand agreed to and with the Company and the underwriters that it is a qualified investor within the meaning of the Prospectus Regulation.

In the case of\nany SATS Stock being offered to a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each such\nfinancial intermediary will be deemed to have represented, acknowledged and agreed that the SATS Stock acquired by it in the offer have\nnot been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons\nin circumstances which may give rise to an offer to the public other than their offer or resale in a Relevant State to qualified investors,\nin circumstances in which the prior consent of each of the underwriters has been obtained to each such proposed offer or resale.

The Company, the\nunderwriters and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

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For the purposes\nof this provision, the expression an “offer to the public” in relation to any SATS Stock in any Relevant State means the\ncommunication in any form and by any means of sufficient information on the terms of the offer and any SATS Stock to be offered so as\nto enable an investor to decide to purchase or subscribe for any SATS Stock, and the expression “Prospectus Regulation” means\nRegulation (EU) 2017/1129.

The above selling\nrestriction is in addition to any other selling restrictions set out below.

In connection with\nthe offering, the underwriters are not acting for anyone other than the Company and will not be responsible to anyone other than the\nCompany for providing the protections afforded to its clients nor for providing advice in relation to the offering.

United Kingdom\n

An offer to the\npublic of any SATS Stock may not be made in the United Kingdom, except that an offer to the public in the United Kingdom of any SATS\nStock may be made at any time under the following exemptions under the UK Prospectus Regulation:

(a)

to any legal entity which is a “qualified\n investor” as defined under the UK Prospectus Regulation;

(b)

to fewer than 150 natural or legal\n persons (other than “qualified investors” as defined under the UK Prospectus\n Regulation), subject to obtaining the prior consent of each of the underwriters for any such\n offer; or

(c)

in any other circumstances falling\n within section 86 of the Financial Services and Markets Act 2000 (as amended, FSMA), provided\n that no such offer of SATS Stock shall result in a requirement for us or any underwriter\n to publish a prospectus pursuant to section 85 of the FSMA or a supplemental prospectus pursuant\n to Article 23 of the UK Prospectus Regulation and each person who initially acquires any\n SATS Stock or to whom any offer is made will be deemed to have represented, warranted and\n agreed to and with the underwriters and us that it is a qualified investor within the meaning\n of Article 2 of the UK Prospectus Regulation.

In the case of\nany SATS Stock being offered to a financial intermediary as that term is used in Article 1(4) of the UK Prospectus Regulation, each financial\nintermediary will also be deemed to have represented, warranted and agreed that the SATS Stock acquired by it in the offer have not been\nacquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances\nwhich may give rise to an offer of any SATS Stock to the public, other than their offer or resale in the United Kingdom to qualified\ninvestors as so defined or in circumstances in which the prior consent of each of the underwriters has been obtained to each such proposed\noffer or resale.

We, the underwriters\nand their affiliates will rely upon the truth and accuracy of the foregoing representations, warranties and agreements.

For the purposes\nof this provision, the expression an “offer to the public” in relation to any SATS Stock in the United Kingdom means the\ncommunication in any form and by any means of sufficient information on the terms of the offer and any SATS Stock to be offered so as\nto enable an investor to decide to purchase or subscribe for any SATS Stock, and the expression “UK Prospectus Regulation”\nmeans Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

Switzerland\n

The SATS Stock\nmay not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other\nstock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards\nfor issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses\nunder art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.\nNeither this document nor any other offering or marketing material relating to the SATS Stock or the offering may be publicly distributed\nor otherwise made publicly available in Switzerland.

Neither this document\nnor any other offering or marketing material relating to the offering, the Company or the SATS Stock have been or will be filed with\nor approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of SATS Stock will\nnot be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of SATS Stock has not been and will\nnot be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded\nto acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of SATS Stock.

S-41

Dubai International\nFinancial Centre

This prospectus\nsupplement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”).\nThis prospectus supplement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA.\nIt must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents\nin connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set\nforth herein and has no responsibility for the prospectus supplement. The SATS Stock to which this prospectus supplement relates may\nbe illiquid and/or subject to restrictions on their resale. Prospective purchasers of the SATS Stock offered should conduct their own\ndue diligence on the SATS Stock. If you do not understand the contents of this prospectus supplement you should consult an authorized\nfinancial advisor.

Canada

The SATS Stock\nmay be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National\nInstrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined\nin National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the SATS Stock\nmust be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities\nlaws.

Securities legislation\nin certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement\n(including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by\nthe purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser\nshould refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars\nof these rights or consult with a legal advisor.

Pursuant to section\n3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National\nInstrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of\nNI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

The SATS Stock\nhas not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional\ninvestors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance;\nor (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding\nUp and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning\nof that Ordinance. No advertisement, invitation or document relating to the SATS Stock has been or may be issued or has been or may be\nin the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of\nwhich are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong)\nother than with respect to SATS Stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional\ninvestors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Singapore

This prospectus\nsupplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the SATS Stock were not offered\nor sold or caused to be made the subject of an invitation for subscription or purchase and will not be offered or sold or caused to be\nmade the subject of an invitation for subscription or purchase, and this prospectus supplement or any other document or material in connection\nwith the offer or sale, or invitation for subscription or purchase, of the SATS Stock, has not been circulated or distributed, nor will\nit be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor\n(as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the\n“SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant\nto Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in\nSection 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the\nSFA.

S-42

Where the SATS\nStock is subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a)

a corporation (which is not an accredited\n investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments\n and the entire share capital of which is owned by one or more individuals, each of whom is\n an accredited investor; or

(b)

a trust (where the trustee is not\n an accredited investor) whose sole purpose is to hold investments and each beneficiary of\n the trust is an individual who is an accredited investor, securities or securities-based\n derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation\n or the beneficiaries’ rights and interest (howsoever described) in that trust shall\n not be transferred within six months after that corporation or that trust has acquired the\n SATS Stock pursuant to an offer made under Section 275 of the SFA except:

to an institutional investor or to\n a relevant person, or to any person arising from an offer referred to in Section 275(1A)\n or Section 276(4)(i)(B) of the SFA;

where no consideration is or will be\n given for the transfer;

where the transfer is by operation\n of law; or

as specified in Section 276(7) of the\n SFA.

Japan

The SATS Stock\nhas not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and,\naccordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for\nre-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations\nand ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For\nthe purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other\nentity organized under the laws of Japan.

Australia

No placement document,\nprospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments\nCommission, in relation to the offering. This prospectus supplement does not constitute a prospectus, product disclosure statement or\nother disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include\nthe information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia\nof the SATS Stock may only be made to persons (the “Exempt Investors”) who are “sophisticated investors”\n(within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11)\nof the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it\nis lawful to offer the SATS Stock without disclosure to investors under Chapter 6D of the Corporations Act.

The SATS Stock\napplied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment\nunder the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required\npursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document\nwhich complies with Chapter 6D of the Corporations Act. Any person acquiring SATS Stock must observe such Australian on-sale restrictions.

This prospectus\nsupplement contains general information only and does not take account of the investment objectives, financial situation or particular\nneeds of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment\ndecision, investors need to consider whether the information in this prospectus supplement is appropriate to their needs, objectives\nand circumstances, and, if necessary, seek expert advice on those matters.

S-43

LEGAL\nMATTERS

Certain\nlegal matters in connection with the offering and the validity of the securities offered by this prospectus supplement will be passed\nupon by Davis Polk & Wardwell LLP, New York, New York and, with respect to matters of Nevada law, by Brownstein Hyatt Farber Schreck,\nLLP, Las Vegas, Nevada. Certain legal matters in connection with this offering will be passed upon for the underwriters by DLA Piper\nLLP (US), New York, New York.

S-44

EXPERTS

Strive,\nInc. was formerly known as Asset Entities Inc. It changed its name to Strive, Inc. shortly after the closing of its merger with Strive\nEnterprises, Inc. (the “Asset Entities Merger”). As a result of the Asset Entities Merger, Alpha Merger Sub, Inc. merged\nwith and into Strive Enterprises, Inc. with Strive Enterprises, Inc. surviving such merger as the surviving corporation and as a direct,\nwholly owned subsidiary of Asset Entities Inc. However, the management teams of those entities determined that Strive Enterprises, Inc.\nwas the “accounting acquirer” in the transaction for purposes of Financial Accounting Standards Boards’ Accounting\nStandards Codification 805, Business Combinations. Accordingly, the financial statements of Strive Enterprises, Inc. are considered under\napplicable SEC guidance to be the financial statements of the registrant. Certain historical information of Asset Entities Inc. is also\nincorporated by reference in this prospectus supplement as noted below.

The\nconsolidated financial statements of Strive Enterprises, Inc. as of December 31, 2025 and 2024 and for each of the years then ended,\nhave been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated\nby reference herein, and upon the authority of said firm as experts in accounting and auditing.

The\nfinancial statements of Semler Scientific, Inc. as of December 31, 2024 and 2023 and for each of the years then ended incorporated by\nreference in this prospectus supplement and in the Registration Statement have been so incorporated in reliance on the report of BDO\nUSA, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

S-45

PROSPECTUS

$\"\"$

STRIVE,\nINC.

Class A Common Stock
\nPreferred Stock
\nDebt Securities
\nDepositary Shares
\nWarrants
\nUnits

We may offer and sell from\ntime to time Class A common stock, $0.001 par value per share (“Class A Common Stock”), preferred stock, debt securities,\ndepositary shares, warrants or units. Specific terms of these securities will be provided in supplements to this prospectus. You should\nread this prospectus and any supplement carefully before you invest.

You should read this prospectus\nand any applicable prospectus supplement carefully before you purchase any of our securities. THIS PROSPECTUS MAY NOT BE USED TO SELL\nSECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

We may offer and sell the\nsecurities directly to you, through agents we select, or through underwriters or dealers we select. For additional information on the\nmethod of sale, you should refer to the section entitled “Plan of Distribution.” If we use agents, underwriters or\ndealers to sell the securities, we will name them and describe their compensation in a prospectus supplement. The net proceeds we expect\nto receive from such sales will be set forth in the prospectus supplement.

We are an “emerging\ngrowth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company\nreporting requirements for this prospectus and our other filings with the Securities and Exchange Commission. We will provide information\nin any applicable prospectus supplement regarding any listing of securities other than shares of our Class A Common Stock on any securities\nexchange.

Our Class A Common Stock\nis listed on The Nasdaq Global Market tier of The Nasdaq Stock Market LLC (“NASDAQ Global Market”) under the symbol “ASST.”

Investing in these\nsecurities involves significant risks. See the “Risk Factors” section on page 7 of this prospectus. You should carefully\nconsider these risk factors and other risks before investing in any of our securities.

Neither the Securities\nand Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus\nis truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 15,\n2025.

We have not authorized anyone\nto provide any information other than that contained or incorporated by reference in this prospectus or in any free writing prospectus\nprepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the\nreliability of, any other information that others may give you. We are not making an offer of these securities in any state where the\noffer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus or any\nprospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective dates.

Unless the context requires\notherwise, references in this prospectus to “Strive,” the “Company,” the “Registrant,” “we,”\n“us” and “our” refer to Strive, Inc. (which was, until September 12, 2025, known as Asset Entities Inc.) together\nwith its consolidated subsidiaries.

table\nof contents

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		Page
Summary		1
Where You Can Find More Information		2
Incorporation by Reference		3
Special Note On Forward-Looking Statements		4
Risk Factors		7
Use of Proceeds		8
Description of Capital Stock		9
Description of Depositary Shares		16
Description of Debt Securities		17
Description of Warrants		23
Description of Units		24
Forms of Securities		25
Plan of Distribution		27
Legal Matters		30
Experts		30

Summary

Strive, Inc., a Nevada corporation,\nrecently undertook a significant strategic shift towards a mission to maximize long-term value for shareholders through the unapologetic\nembrace of capitalism, meritocracy and innovation. On September 12, 2025 (the “Merger Closing Date”), Strive Enterprises,\nInc. consummated its merger with Asset Entities Inc. (“Asset Entities”), and upon the completion of such merger, the combined\ncompany, Strive, Inc. (after giving effect to a name change by Asset Entities), became the first publicly traded asset management\nBitcoin Treasury Corporation — a company whose primary objectives are to (i) accumulate bitcoin; (ii) increase\nbitcoin-per-share; and (iii) outperform bitcoin over the long run by deploying both beta bitcoin treasury accumulation strategies\nand alpha investment strategies with the goal of beating bitcoin’s investment performance as the hurdle rate. Upon completion of\nthe above-mentioned merger (the “Merger”), Strive, Inc. is listed on the NASDAQ Global Market under the ticker symbol “ASST”\nand consummated its previously announced private offering of Class A common stock, pre-funded warrants and traditional warrants (“PIPE\nFinancing”) and its previously announced exchange of Class A Common Stock for bitcoin pursuant to Section 351 of the Internal Revenue\nCode of 1986, as amended (the “351 Exchange”). Strive also continues to operate a technology company that provides social\nmedia marketing and content delivery services across Discord, TikTok, and other social media platforms.

As of September 12, 2025,\nStrive manages approximately $2 billion in assets under management (“AUM”) across 13 exchange-traded\nfunds, collective investment trusts, and a direct indexing platform. These businesses provide recurring, fee-based revenue streams which\nincrease with AUM, but are no longer our primary growth engine.

Corporate Information

Our principal executive offices\nare located at 200 Crescent Court, Suite 1400, Dallas, Texas 75201, and our telephone number is (855) 427-7360. We maintain a website\nat www.strive.com where general information about us is available. We are not incorporating the contents of the website into this prospectus.

About This Prospectus

This prospectus is part of\na registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf”\nregistration process. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more\nofferings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will\nprovide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may\nalso add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement\ntogether with additional information described under the headings “Where You Can Find More Information” and “Incorporation\nBy Reference.”

Where You Can Find\nMore Information

We have filed with the U.S.\nSecurities and Exchange Commission a registration statement (including amendments and exhibits to the registration statement) on Form\nS-3 under the Securities Act. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov.\nCopies of certain information filed by us with the SEC are also available on our website at http://www.strive.com. Our website is not\na part of this prospectus and is not incorporated by reference in this prospectus.

This prospectus is part of\na registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all of the information in the\nregistration statement. The full registration statement may be obtained from the SEC or us, as provided below. You should review the information\nand exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities we are offering.\nStatements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed\nwith the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document\nto evaluate these statements.

Incorporation by\nReference

We file annual, quarterly\nand current reports, proxy statements and other information with the SEC under the Exchange Act. Our SEC filings are available from the\nSEC’s Internet site at http://www.sec.gov, which contains reports, proxy and information statements, and other information regarding\nissuers, like us, who file reports electronically with the SEC.

The SEC allows us to “incorporate\nby reference” into this prospectus the information we file with them, which means that we can disclose important information to\nyou by referring you to those documents. Any statement contained or incorporated by reference in this prospectus shall be deemed to be\nmodified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any subsequently filed document\nwhich also is incorporated by reference herein, modifies or supersedes such earlier statement. Any statement so modified or superseded\nshall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate by reference the documents\nlisted below (excluding any portions of such documents that have been “furnished” but not “filed” for purposes\nof the Exchange Act):

\n\n

(a)

our Annual Report on Form 10-K for the year ended December\n31, 2024, filed with the SEC on March\n31, 2025 (the “Annual Report”);

\n\n

(b)

our Quarterly Reports on Form 10-Q for the fiscal quarters\nended March 31, 2025, filed with the SEC on May\n15, 2025, and June 30, 2025, filed with the SEC on August\n5, 2025;

\n\n

(c)

our Current Reports\n on Form 8-K filed with the SEC on January\n 22, 2025, March\n 20, 2025, May\n 2, 2025, May\n 7, 2025, May\n 21, 2025, May\n 27, 2025, July\n 3, 2025, August\n 20, 2025, August\n 28, 2025, September\n 9, 2025, September\n 12, 2025 and September 15, 2025; and

\n\n

(d)

the description of our Class B common stock contained in\nour Registration Statement on Form 8-A (File No. 001-41612), filed with the SEC on February\n2, 2023, pursuant to Section 12(b) of the Exchange Act, as the description therein has been updated and superseded by the description\nin the section entitled “Description of Capital Stock” in this prospectus.

All documents we file pursuant\nto Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and before all of the securities\noffered by this prospectus are sold are incorporated by reference in this prospectus from the date of filing of the documents, except\nfor information furnished under Item 2.02 and Item 7.01 of Form 8-K, which is not deemed filed and not incorporated by reference\nherein. Information that we file with the SEC will automatically update and may replace information in this prospectus and information\npreviously filed with the SEC.

You may obtain any of these\nincorporated documents from us without charge, excluding any exhibits to these documents unless the exhibit is specifically incorporated\nby reference in such document, by requesting them from us in writing or by telephone at the following address and telephone number:

Strive, Inc.
\n200 Crescent Court, Suite 1400
\nDallas, TX 75201
\nAttention: Investor Relations
\n(855) 427-7360

Documents may also be available\non our website at http://investors.strive.com. Information contained on our website does not constitute part of this prospectus.

Special Note On\nForward-Looking Statements

This prospectus, including\nthe documents that we incorporate by reference herein, contains, and any applicable prospectus supplement or free writing prospectus including\nthe documents we incorporate by reference therein may contain, forward-looking statements within the meaning of Section 27A of the Securities\nAct and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding\nour future financial condition, business strategy and plans and objectives of management for future operations. Forward-looking statements\ninclude all statements that are not historical facts. In some cases, you can identify forward-looking statements by terminology such as\n“believe,” “will,” “may,” “estimate,” “continue,” “anticipate,”\n“intend,” “should,” “plan,” “might,” “approximately,” “expect,”\n“predict,” “could,” “potentially” or the negative of these terms or other similar expressions. Forward-looking\nstatements appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs, projections,\noutlook, analyses or current expectations concerning, among other things:

●

our ability to implement and maintain a bitcoin treasury strategy, including with respect to the financing,\nacquisition and custody of bitcoin;

●

our ability to identify and successfully execute alpha-generating strategies;

●

our operational infrastructure and non-platform technology;

●

the growth of our existing asset management operations;

●

our ability to identify, complete and integrate acquisitions;

●

our ability to prevent, detect, respond to, or mitigate failures or breaches of privacy and security,\nincluding with respect to our bitcoin and its custodial partners;

●

the ability to recognize the anticipated objectives and any benefits of the Merger, including the anticipated\ntax treatment of the Merger;

●

changes in applicable laws, regulations or permits affecting our operations or the industries in which\nwe operate;

●

the possibility that we may be adversely affected by other economic, business or competitive factors,\nincluding factors affecting the industries in which we operate or upon which we rely and are dependent;

●

the significant transaction costs that we have incurred and will incur in connection with the Merger;

●

the possibility that our reliance on information technology in our operations, and any material failure,\ninadequacy, interruption or security failure of that technology could harm our business, and further, cybersecurity incidents could have\na material adverse effect on our business, results of operations and financial condition;

●

rapid changes in technology, which could affect our ability to compete;

●

risks related to our businesses being subject to other government regulations and changes in current or\nfuture laws, regulations or rules could restrict our respective abilities to operate in the manner currently contemplated;

●

our stock price, which may fluctuate significantly;

●

insider control over us that could limit your ability to influence the outcome of key transactions, including\na change of control;

●

certain provisions of Nevada law and our articles of incorporation and bylaws that may deter third parties\nfrom acquiring us;

●

the fact that we do not anticipate paying any cash dividends in the foreseeable future on our Class A\nCommon Stock;

●

the outcome of any legal proceedings that may be instituted against us;

●

the possibility that the anticipated benefits of the transaction under that certain Agreement and Plan\nof Merger, dated as of May 6, 2025, as amended by that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27,\n2025 (the “Merger Agreement”), including anticipated cost savings and strategic gains, are not realized when expected or at\nall, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates,\nmonetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which\nwe operate;

●

the possibility that the post-merger integration may be more difficult, time-consuming or costly than\nexpected;

●

potential adverse reactions of our customers or changes to business or employee relationships, including\nthose resulting from the completion of the transactions under the Merger Agreement;

●

other factors that may affect our future results;

●

our ability to introduce new products and services;

●

our ability to obtain additional funding to develop additional services and offerings;

●

our compliance with obligations under intellectual property licenses with third parties;

●

market acceptance of our new offerings;

●

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

●

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

●

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

●

our ability to adequately support future growth;

●

our goals and strategies;

●

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

●

expected changes in our revenue, costs or expenditures;

●

growth of and competition trends in our industry;

●

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

●

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

●

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

●

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

●

relevant government policies and regulations relating to our industry; and

●

other risks described in our filings with the SEC, including under the heading “Risk Factors”\nin our Annual Report on Form 10-K, and any subsequent filings with the SEC.

Forward-looking statements\nrelate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that\ncould cause our actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by\nthese forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions\nand subject to such risks, uncertainties and other factors. Discussions containing forward-looking statements may be found, among other\nplaces, in the section entitled “Risk Factors” beginning on page 7 in this prospectus, and the sections entitled\n“Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial\nCondition and Results of Operations” contained in the documents incorporated by reference herein, including our most recent\nAnnual Report on Form 10-K and our Quarterly Reports on Form 10-Q, as well as any amendments thereto.

The forward-looking statements\ncontained in this prospectus represent our judgment as of the date of this prospectus. We caution readers not to place undue reliance\non such statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason,\neven if new information becomes available or other events occur in the future. All subsequent written and oral forward-looking statements\nattributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above\nand throughout this prospectus.

All forward-looking statements\ncontained in this prospectus, any applicable prospectus supplement or free writing prospectus or any document incorporated by reference\nherein or therein are qualified in their entirety by this cautionary statement.

Risk Factors

An investment in our securities\ninvolves a high degree of risk. The prospectus supplement applicable to each offering of our securities will contain a discussion of the\nrisks applicable to an investment in our securities. Prior to making a decision about investing in our securities, you should carefully\nconsider the specific factors discussed under the section in the applicable prospectus supplement titled “Risk Factors,”\ntogether with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated\nby reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed in the sections entitled\n“Risk Factors” contained in our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports\non Form 10-Q filed with the SEC, and in any applicable prospectus supplement and our other filings with the SEC and incorporated by reference\nin this prospectus or any applicable prospectus supplement, together with all of the other information contained in this prospectus or\nany applicable prospectus supplement. The risks and uncertainties we have described are not the only ones we face. Additional risks and\nuncertainties not presently known to us or that we currently deem immaterial may also affect our operations. Some statements included\nin this prospectus, in the documents incorporated by reference herein and in any prospectus supplement constitute forward-looking statements.\nSee “Special Note About Forward-Looking Statements” and “Where You Can Find More Information.”

Use of Proceeds

Unless otherwise indicated\nin a prospectus supplement, the net proceeds from the sale of the securities will be used for general corporate purposes, including working\ncapital, acquisitions, retirement of debt and other business opportunities.

Description of\nCapital Stock

The following descriptions\nof our capital stock and provisions of our amended and restated articles of incorporation (“A&R Articles of Incorporation”)\nand amended and restated bylaws (the “A&R Bylaws”) are summaries of their material terms and provisions and are qualified\nin their entirety by reference to such complete documents, copies of which are publicly available through our filings with the SEC. See\n“Where You Can Find Additional Information” and “Incorporation By Reference.” When we offer to sell\nthese securities, we will summarize in a prospectus supplement the particular terms of such securities that we believe will be the most\nimportant to your decision to invest in such securities. As the terms of such securities may differ from the summary in this prospectus,\nthe summary in this prospectus is subject to and qualified by reference to the summary in such prospectus supplement, and you should rely\non the summary in such prospectus supplement instead of the summary in this prospectus if the summary in such prospectus supplement is\ndifferent from the summary in this prospectus.

Overview

Under the A&R Articles\nof Incorporation, our authorized capital stock consists of 486,000,000,000 shares, all with a par value of $0.001 per share, of which:

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444,000,000,000 shares are designated Class A common stock (the “Class A Common Stock”);

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21,000,000,000 shares are designated Class B common stock (the “Class B Common Stock,” collectively\nwith the Class A Common Stock, the “Common Stock”); and

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21,000,000,000 shares are designated preferred stock (the “Preferred Stock”).

As of September 12, 2025,\nthere were 364,825,582 shares of Class A Common Stock outstanding, 270,514,708 shares of Class B Common Stock outstanding and no shares\nof Preferred Stock outstanding.

Class A Common Stock and Class B Common Stock

Voting rights. The\nholders of Class A Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders, and the\nholders of Class B Common Stock are entitled to ten votes per share on all matters to be voted upon by the stockholders.

Dividend rights. Subject\nto preferences that may be applicable to any outstanding Preferred Stock, the holders of Common Stock are entitled to receive\nratably such dividends and other distributions, if any, as may be declared from time to time by the board of directors out of funds\nlegally available therefor.

Rights upon\nliquidation. In the event of liquidation, dissolution or winding up of Strive, the holders of Common Stock are entitled to share\nratably in all assets remaining after payment of liabilities, subject to prior distribution rights of Preferred Stock, if any, then\noutstanding.

Conversion rights. Shares\nof Class B Common Stock will automatically convert into shares of Class A Common Stock upon the transfer thereof (other\nthan for certain permitted transfers). Holders of Class B Common Stock may also elect to convert their Class B Common\nStock into Class A Common Stock upon notice to Strive. Vivek Ramaswamy, who is the largest holder of voting power of Strive,\nmay elect to cause Strive to convert all Class B Common Stock into Class A Common Stock.

Shareholders Agreement.\nWe have entered into a shareholders agreement (the “Shareholders Agreement”) with certain of our significant shareholders\n(the “Shareholder Parties”). Pursuant to the Shareholders Agreement, the Shareholder Parties have certain rights so long as\nthey beneficially own at least 50% of the then outstanding shares of our Common Stock.

Other rights. The\nholders of Common Stock have no preemptive or other subscription rights. There are no redemption or sinking fund provisions\napplicable to the common stock.

Preferred Stock

Under the A&R Articles\nof Incorporation, our board of directors has authority, without further vote or action by the stockholders, to issue up to 21,000,000,000\nshares of Preferred Stock in one or more series and to establish the number of shares to be included in each such series, and to fix the\ndesignations, powers, preferences and relative, participating, optional or other rights, and the qualification, limitations or restrictions\nthereof, with respect to each such series of Preferred Stock and the number of shares constituting each such series. The issuance of Preferred\nStock could adversely affect the rights of holders of common stock or impede the completion of a merger, tender offer or other takeover\nattempt.

Registration Rights

Registration Rights Agreement

On the Merger Closing Date, we entered into that certain registration rights agreement, dated as of September 12, 2025 (the “Registration\nRights Agreement”), with certain significant stockholders (the “Holders”), each of which is entitled to certain demand\nand piggyback registration rights. As of September 12, 2025, the Holders hold a majority of the voting power of Common Stock outstanding,\nexcluding the potential dilutive effect of the exercise of warrants. The registration rights described below will expire on the date on\nwhich the securities subject to the Registration Rights Agreement (i) are sold pursuant to an effective registration statement, (ii) are\nsold pursuant to Rule 144 under the Securities Act, or (iii) are eligible to be resold without regard to the volume or public information\nrequirements of Rule 144. The registration rights are subject to certain delay, suspension and cutback provisions.

The Registration Rights Agreement\nincludes customary indemnification and contribution provisions. All fees, costs and expenses related to registrations generally will be\nborne by us, other than underwriting discounts and commissions attributable to the sale of registrable securities.

Shelf Registration Statement. We\nare required to file a shelf registration statement on Form S-3 that covers the Holders’ registrable securities within\n30 days after the Merger Closing Date. To the extent we are a well-known seasoned issuer, the Holders making a demand registration\nmay also request that we file an automatic shelf registration statement on Form S-3 that covers the registrable securities requested\nto be registered.

Demand Registration Rights\nfor Shelf Takedowns. The Registration Rights Agreement grants the Holders certain rights to demand takedowns\nfrom a shelf registration statement. Any underwritten takedown demand would be required to include at least 5.0% of the Common Stock as\nof the Merger Closing Date or have an anticipated aggregate offering price of at least $50.0 million. Depending on certain conditions,\nwe may defer a demand registration for up to 90 days in any twelve-month period.

Piggyback Registration\nRights. In the event that we propose to register any of our securities under the Securities Act, either for\nour account or for the account of our other security holders, the Holders will be entitled to certain piggyback registration rights allowing\neach to include its shares in the registration, subject to certain marketing and other limitations. As a result, whenever we propose to\nfile a registration statement under the Securities Act, the holders of these shares are entitled to notice of the registration.

Underwriter Lock-ups. Notwithstanding\nthe registration rights described above, if there is an underwritten demand offering of Common Stock, directors and executive officers\nand the stockholders that are parties to the Registration Rights Agreement agree to deliver lock-up agreements to the underwriters\nof such offering to restrict transfers of their Common Stock. The restrictions will apply for up to 90 days in connection with an\nunderwritten offering demanded pursuant to the Registration Rights Agreement.

Expenses; Indemnification;\nCooperation. The Registration Rights Agreement provides that we must pay all registration expenses (other than\nthe underwriting discounts and commissions) in connection with effecting any demand registration or shelf registration. The Registration\nRights Agreement contains customary indemnification and contribution provisions. We will also be required to cooperate with the Holders\nin connection with certain pledges of their shares or grants of security interests in respect thereof, including in connection with margin\nloans.

Subscription Agreements

On May 26, 2025, we entered\ninto subscription agreements (each a “Subscription Agreement” and together the “Subscription Agreements”) with\ncertain accredited investors (the “Subscribers”), pursuant to which the Subscribers purchased, and we issued and sold on the\nclosing date of the Merger (i) an aggregate of 345,487,794 shares of our Class A Common Stock (after giving effect to the transactions\ncontemplated by the Merger Agreement, including the redesignation of our Class B common stock, $0.0001 par value per share, to Class A\nCommon Stock, pursuant to the A&R Articles of Incorporation adopted and approved in accordance with the Merger Agreement), at a price\nof $1.35 per share (the “Placement Shares”), (ii) pre-funded warrants to purchase 209,771,462 shares of Class A Common Stock,\nat a price of $1.3499 per share (the “Pre-Funded Warrants”) to certain of the subscribers in lieu of Placement Shares, and\n(iii) 555,259,256 warrants to purchase shares of Class A Common Stock (the “Traditional Warrants”).

Pursuant to the terms of\nthe Subscription Agreement, we have agreed to register for resale the Placement Shares and the shares of our common stock issuable upon\nexercise of the Pre-Funded Warrants and the Traditional Warrants (the “Warrant Shares” and, together with the Placement Shares,\nthe “PIPE Registrable Securities”), including an obligation to file a registration statement covering the resale by the Subscribers\nof their PIPE Registrable Securities no later than 30 days following the closing of the transactions contemplated by the Merger Agreement.\nWe have agreed to use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable\n(and in no event later than the earlier of (i) the 45th day after the closing of the PIPE Financing or (ii) the 120th day after the closing\nof the PIPE Financing, if the SEC staff determines to review the registration statement) and to keep such registration statement effective\nuntil the date that all PIPE Registrable Securities covered by such registration statement have been sold or can be sold without restriction\npursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereof) promulgated under\nthe Securities Act. We have agreed to be responsible for all fees and expenses incurred in connection with the registration of the PIPE\nRegistrable Securities.

Exchange Agreements

On August 22, 2025, we entered\ninto exchange agreements (each an “Exchange Agreement” and together the “Exchange Agreements”) with certain accredited\ninvestors (the “Investors”), pursuant to which we agreed to issue and exchange an aggregate of 2,681,893 shares (the “Exchange\nShares”) of our Class A Common Stock for the aggregate amount of 69 bitcoin.

Pursuant to the terms of\nthe Exchange Agreements, we agreed to register for resale the Exchange Shares (the “Exchange Shares Registrable Securities”),\nincluding an obligation to file a registration statement covering the resale by the Investors of their Exchange Shares Registrable Securities\nno later than 30 days following the closing of the transactions contemplated by the Merger Agreement. We have agreed to use commercially\nreasonable efforts to cause such registration statement to be declared effective as soon as practicable (and in no event later than the\nearlier of (i) the 45th day after the closing of the 351 Exchange or (ii) the 120th day after the closing of the 351 Exchange, if the\nSEC staff determines to review the registration statement) and to keep such registration statement effective until the date that all Exchange\nShares Registrable Securities covered by such registration statement have been sold or can be sold without restriction pursuant to Rule\n144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereof) promulgated under the Securities Act.\nWe have agreed to be responsible for all fees and expenses incurred in connection with the registration of the Exchange Shares Registrable\nSecurities.

Investor Rights Agreement

Vivek Ramaswamy, together\nwith an affiliated trust managed by a third-party trustee and investment advisor, Matthew Cole, 2025-10 Investments LLC (controlled by\nBenjamin Pham) and Anson Frericks (the “Controlling Shareholders”) are party to that certain First Amended and Restated Investor\nRights Agreement, dated as of July 15, 2024, by and among Strive Enterprises, Inc. and the other parties thereto (the “IRA”)\n(as amended by that certain First Amendment to the First Amended and Restated Investors’ Rights Agreement, dated as of September\n12, 2025 (such amendment to the IRA, the “IRA Amendment”), pursuant to which such Controlling Shareholders have agreed, subject\nto certain exceptions, not to transfer or take certain other actions with respect to Common Stock or any securities convertible into or\nexercisable or exchangeable (directly or indirectly) for Common Stock, in each case, issued in connection with the Merger, until thirty\n(30) calendar days following the effectiveness of the shelf registration statement on Form S-3 or Form S-1 (or a prospectus supplement\npursuant to an existing registration statement on such forms) registering the resale of the shares issuable in the PIPE Financing that\nare eligible for registration following the closing of the Merger.

Anti-Takeover Effects of Nevada Law and\nOur Articles of Incorporation and Bylaws

Some provisions of Nevada\nlaw, the A&R Articles of Incorporation, and the A&R Bylaws contain provisions that could make the following transactions more\ndifficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal\nof our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter\ntransactions that stockholders may otherwise consider to be in their best interests or in our best interests, including transactions that\nprovide for payment of a premium over the market price for our shares.

These provisions, summarized\nbelow, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage\npersons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the increased\nprotection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure\nus outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of\ntheir terms.

Election and Removal of Directors

Subject to the rights of\nany Preferred Stock series entitled to elect directors separately, the board shall consist of a minimum of five (5) and a maximum\nof eleven (11) directors. Unless otherwise specified in the A&R Articles of Incorporation, the directors shall be divided into\nthree (3) classes — Class I, Class II, and Class III — with each class comprising\napproximately one-third (1/3) of the total number of directors.

Stockholders seeking to nominate\nindividuals for election to the board of directors or to propose other business at a stockholder meeting must provide advance written\nnotice and comply with specific procedural and content requirements. To bring such matters before an annual meeting, the stockholder must\nbe a record holder at the time notice is given, be entitled to vote at the meeting, and deliver notice to the secretary at the company’s\nprincipal executive offices no earlier than the 120^th day and no later than the close of business on the 90^th day\nprior to the first anniversary of the previous year’s annual meeting. If the meeting date is advanced by more than 60 days\nor delayed by more than 30 days from the prior year’s anniversary date, notice must be delivered no earlier than the 120^th day\nbefore the meeting and no later than the later of the 90^th day before the meeting or the 10^th day after\npublic announcement of the meeting date. A public announcement of an adjournment or postponement does not restart or extend the notice\nperiod.

Directors are elected at\nthe annual meeting of stockholders on a staggered three-class basis, except in cases of vacancies. Each director elected serves until\na successor is duly elected and qualified. Directors may be removed from office only for cause and only by the affirmative vote of at\nleast two-thirds (2/3) of the voting power of the shares entitled to vote generally in the election of directors, voting together\nas a single class.

Limitations on Written Consents

Any action that is required\nor permitted to be taken at a meeting of the board of directors or any of its committees may be taken without a meeting if all members\n(excluding any who abstain in writing in accordance with Nevada Revised Statutes (“NRS”) 78.315(2)) provide written consent\nor consent by electronic transmission. These consents must be filed with the official minutes of the board or committee proceedings, in\neither paper or electronic form, consistent with how the minutes are maintained. For so long as the Common Stock held by the stockholders\nthat are party to the Shareholders Agreement (as defined in the A&R Articles of Incorporation) represents at least twenty-five percent\n(25%) of the Company’s total voting power, any action required or permitted to be taken at an annual or special meeting of stockholders\nmay be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action\nso taken, shall be signed by the holders of our outstanding capital stock having not less than the minimum number of votes that would\nbe necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. However,\nonce the Common Stock held by the stockholders that are party to the Shareholders Agreement ceases to represent at least twenty-five percent\n(25%) of our total voting power (the date on which this occurs, the “Sunset Date”), any action required or permitted to be\ntaken at any annual or special meeting of stockholders may only be taken upon a vote of stockholders at an annual or special meeting of\nstockholders duly noticed and called in accordance with the A&R Bylaws and the NRS and may not be taken by written consent of stockholders\nwithout a meeting.

Stockholder Meetings

Written notice of a stockholder\nmeeting must be delivered to each stockholder of record entitled to vote no fewer than ten (10) and no more than sixty (60) days\nbefore the meeting. The notice must include the physical location, if any, the date and time, any means of remote communication by which\nstockholders and proxy holders may be deemed present and vote, the record date for determining voting eligibility, and, for special meetings,\nthe purpose(s) of the meeting. Unless otherwise specified, no additional notice is required for adjourned meetings if the time, location\n(if any), and remote communication means (if any) are announced at the original meeting. However, if the adjournment lasts more than sixty\n(60) days or a new record date is set, a new notice must be provided.

Cumulative Voting

Pursuant to the NRS, the articles\nof incorporation of any corporation may provide for cumulative voting in the election of directors. The A&R Articles of Incorporation\nand the A&R Bylaws do not permit stockholders to cumulate their votes in the election of directors. The A&R Bylaws provide that,\nsubject to the rights of the holders of any series of Preferred Stock to elect additional directors under specific circumstances, directors\nshall be elected by a plurality of the voting power of shares of our capital stock present in person or represented by proxy at the meeting\nand entitled to vote on the election of directors.

Restrictions on Beneficial Ownership

We are authorized to redeem,\nsuspend rights of, or require the sale of shares of Common Stock or Preferred Stock if a stockholder, together with its Affiliates (as\ndefined in the A&R Articles of Incorporation), would otherwise exceed twenty percent (20%) of the total voting power of our outstanding\ncapital stock. In such instances, we may (i) redeem a sufficient number of shares to eliminate the excess, at a price equal to either\na mutually agreed amount or, if no agreement is reached, seventy-five percent (75%) of fair market value if the holder is at fault\nfor exceeding such percentage, or one hundred percent (100%) if not at fault, as determined in good faith by disinterested members of\nthe board, (ii) suspend ownership rights causing the excess, or (iii) require the sale of the necessary number of shares, which\nthe holder must promptly carry out. Notice of redemption shall be given in writing between fifteen (15) and thirty (30) days,\nor a shorter period as determined by the board of directors, prior to the redemption date, by first class mail, overnight courier, or\nelectronic mail, specifying the redemption details. Upon surrender, the redemption price shall be paid, and if fewer than all shares represented\nby a certificate are redeemed, a new certificate shall be issued for the remainder. From the redemption date, unless we default on payment,\nall rights in the redeemed shares shall terminate, and such shares shall no longer be transferable or deemed outstanding. These provisions\ndo not apply to us, our Affiliates, or Permitted Transferees (as defined in the A&R Articles of Incorporation), and we have no authority\nto redeem, suspend, or require the sale of any shares held by such parties, notwithstanding any contrary provision in the A&R Articles\nof Incorporation.

Corporate Opportunity Waiver

No Non-Employee Director\n(as defined in the A&R Articles of Incorporation) (including any Non-Employee Director who serves as an officer in both his or\nher director and officer capacities) or his or her affiliates shall, to the fullest extent permitted by law, have any duty to refrain\nfrom directly or indirectly (i) engaging in the same or similar business activities or lines of business in which we or any of our\naffiliates engage or propose to engage or (ii) otherwise competing with us or any of our affiliates, and, to the fullest extent permitted\nby law, no such person shall be liable to us or our stockholders or to any of our affiliates for breach of any fiduciary duty solely by\nreason of the fact that such person engages in any such activities or did not communicate or offer such activities to us. However, we\ndo not renounce our interest in any corporate opportunity offered to any Non-Employee Director if such opportunity is expressly offered\nto such person solely in his or her capacity as a director or officer of Strive.

Nevada “Combinations with Interested Stockholders”\nStatutes

Nevada’s “combinations\nwith interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) prohibit specified types of business “combinations”\nbetween certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after such person\nfirst becomes an “interested stockholder” unless the corporation’s board of directors approves, in advance, either the\ncombination or the transaction by which such person becomes an “interested stockholder,” or unless the combination is approved\nby the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder,\nits affiliates and associates. Further, in the absence of prior approval certain restrictions may apply even after such two-year period.\nHowever, these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years\nafter the person first became an interested stockholder. For purposes of these statutes, an “interested stockholder” is any\nperson who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares\nof the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial\nowner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition\nof the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested\nstockholder.” These statutes generally apply to Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation\nmay elect in its articles of incorporation not to be governed by these particular laws, but if such election is not made in the corporation’s\noriginal articles of incorporation or in an amendment effective prior to the company having 200 or more stockholders of record, then the\namendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power\nof the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective until\n18 months after the vote approving the amendment and does not apply to any combination with a person who first became an interested stockholder\non or before the effective date of the amendment. We have opted out of these statutes in the A&R Articles of Incorporation until the\nSunset Date.

Amendment of Articles of Incorporation

Amendments to the A&R\nArticles of Incorporation must first be approved by the board of directors and then submitted to the stockholders for approval, requiring\nthe affirmative vote of holders of at least a majority of the outstanding shares. However, from and after the Sunset Date, the provisions\ncontained in Articles Five through Twelve thereof may not be amended, repealed, or otherwise altered — including through\nthe adoption of new provisions intended to override or circumvent them — unless such changes are approved by the affirmative\nvote of at least sixty-six and two-thirds percent (66 2/3%) of the total voting power of all outstanding voting securities,\nvoting together as a single class.

Amendment of Bylaws

Our board of directors holds\nthe non-exclusive authority to adopt, amend, or repeal our bylaws, except as otherwise provided in the bylaws themselves. Stockholders\nentitled to vote also possess the power to amend, modify, repeal, or adopt new bylaw provisions at any annual or special meeting, provided\nadvance notice of the proposed changes is given. Any stockholder-initiated amendments must either be approved by the board of directors\nor receive the affirmative vote of (i) a majority of the total voting power of all outstanding voting securities entitled to vote\nin the election of directors, voting as a single class, in the case of any such amendment prior to the Sunset Date, or (ii) sixty-six and\ntwo-thirds percent (66 2/3%) of such voting securities, voting as a single class, in the case of any such amendment on or after the\nSunset Date

The provisions of Nevada\nlaw, the A&R Articles of Incorporation, and the A&R Bylaws could have the effect of discouraging others from attempting hostile\ntakeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result\nfrom actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of\nour board of directors and management. It is possible that these provisions could make it more difficult to accomplish transactions that\nstockholders may otherwise deem to be in their best interests.

Outstanding Warrants

As of September 12, 2025,\nfollowing the closing of the Merger and the PIPE Financing, we had outstanding 209,771,462 Pre-Funded Warrants, 555,259,256 Traditional\nWarrants, and 31,500 ASST Legacy Warrants (as defined below).

Pre-Funded Warrants

Each Pre-Funded Warrant has\nan exercise price of $0.0001 per share, is exercisable immediately on issuance and is exercisable until the Pre-Funded Warrant is exercised\nin full. The Pre-Funded Warrant includes customary anti-dilution adjustments.

Under the terms of the Pre-Funded\nWarrants, we may not effect the exercise of any such warrant, and a holder is not entitled to exercise any portion of any such warrant,\nif, upon giving effect to such exercise and unless otherwise elected by such subscriber pursuant to their Subscription Agreement, the\naggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates, any other persons acting as\na group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of Common Stock\nwould or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Exchange Act) would exceed 9.99%\nof the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined\nin accordance with the terms of such warrant.

We\nhave agreed to make certain payments to the Subscribers as liquidated damages and not as a penalty upon failure to deliver shares of Class\nA Common Stock upon exercise of the Pre-Funded Warrant in accordance with the terms of the Pre-Funded Warrant.

Traditional Warrants

Each Traditional Warrant\nhas an exercise price of $1.35 per share, is exercisable immediately upon issuance and until the Traditional Warrants expire on the first\nanniversary of the date on which a registration statement registering such warrants becomes effective. The Traditional Warrants include\ncustomary anti-dilution adjustments.

Under the terms of the Traditional\nWarrants, we may not effect the exercise of any such warrant, and a holder is not entitled to exercise any portion of any such warrant,\nif, upon giving effect to such exercise and unless otherwise elected by such subscriber pursuant to their Subscription Agreement, the\naggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates, any other persons acting as\na group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of Common Stock\nwould or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Exchange Act) would exceed 9.99%\nof the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined\nin accordance with the terms of such warrant.

We\nhave agreed to make certain payments to the Subscribers as liquidated damages and not as a penalty upon failure to deliver shares of Class\nA Common Stock upon exercise of the Traditional Warrant in accordance with the terms of the Traditional Warrant.

ASST Legacy Warrants

In connection with certain\nprivate placements, pursuant to Asset Entities’ engagement letter agreement with Boustead Securities, LLC (“Boustead”),\ndated November 29, 2021, Asset Entities issued Boustead five-year warrants to purchase up to 10,500 shares of common stock in aggregate,\nwith an exercise price of $31.25 per share (the “Placement Agent Warrants”). The Placement Agent Warrants are exercisable\nfor a period of five years, and contain cashless exercise provisions.

Pursuant to the underwriting\nagreement, dated February 2, 2023, between Asset Entities and Boustead as the representative of the underwriters in Asset Entities’\ninitial public offering, on February 7, 2023, which was the commencement date of sales in Asset Entities’ initial public offering,\nAsset Entities issued a warrant to purchase 21,000 shares of common stock to Boustead at an exercise price of $31.25 per share (the “Representative\nWarrant”, and together with the Placement Agent Warrants, the “ASST Legacy Warrants”). The Representative Warrant is\nexercisable upon issuance, has a cashless exercise provision and will terminate on the fifth anniversary of the date of issuance. The\nRepresentative Warrant is not exercisable or convertible for more than five years from the commencement date of sales in the initial public\noffering. The Representative Warrant also provides for customary anti-dilution provisions and immediate “piggyback” registration\nrights with respect to the registration of the shares of common stock underlying the Representative Warrant for a period not to exceed\nfive years from the commencement of sales in the initial public offering.

Choice of Forum

The A&R Articles of Incorporation\nprovide that the Eighth Judicial District Court of Clark County, Nevada be the sole and exclusive forum for any actions, suits or proceedings,\nwhether civil, administrative or investigative or that assets any claim or counterclaim: (a) brought in our name or right or on its\nbehalf, (b) asserting a claim for breach of any fiduciary duty owed by any of our current or former directors, officers, stockholders,\nemployees, agents or fiduciaries or its stockholders, (c) for any internal action (as defined in NRS 78.046), including any action\nasserting a claim against us arising pursuant to any provision of NRS Chapters 78 or 92A, any provision of the A&R Articles of Incorporation\nor A&R Bylaws, any agreement entered into pursuant to NRS 78.365 or as to which the NRS confers jurisdiction on the district court\nof the State of Nevada, (d) to interpret, apply, enforce or determine the validity of the A&R Articles of Incorporation or A&R\nBylaws or (e) governed by the internal affairs doctrine; provided that such exclusive forum provisions will not apply\nto suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive\njurisdiction. Our A&R Articles of Incorporation further provide that the federal district courts of the United States of America shall\nbe the sole and exclusive forum for the resolution of any claim asserting a cause of action arising under the Securities Act, against\nany person in connection with any offering of our securities, including, for the avoidance of doubt, any auditor, underwriter, expert,\ncontrol person, or other defendant, which person shall have the right to enforce this clause. Any person or entity purchasing or otherwise\nacquiring any interest in shares of our capital stock shall be deemed to have notice of and, to the fullest extent permitted by law, to\nhave consented to the above provisions of the A&R Articles of Incorporation. Investors cannot waive compliance with the federal securities\nlaws and the rules and regulations thereunder.

Listing

Our Class A Common Stock\nis listed on the NASDAQ Global Market under the trading symbol “ASST.”

Transfer Agent and Registrar

The transfer agent and registrar\nfor the Class A Common Stock is VStock Transfer, LLC.

Description of\nDepositary Shares

We may issue depositary shares\nfrom time to time. The following description summarizes the general terms and provisions of the depositary shares that we may offer pursuant\nto this prospectus. The specific terms relating to any depositary shares that we offer will be described in a prospectus supplement, which\nyou should read. Because the terms of the specific depositary shares offered may differ from the general information that we have provided\nbelow, you should rely on information in the applicable prospectus supplement that contradicts any information below. The summary below\nis not complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of the applicable deposit agreement,\nwhich will be in the form filed as an exhibit to or incorporated by reference in the registration statement of which this prospectus is\na part at or prior to the time of the issuance of those depositary shares, as well as our amended and restated certificate of incorporation\nor any certificate of designation relating to the applicable series of Preferred Stock.

We may, at our option, elect\nto offer fractional interests in shares of a series of Preferred Stock as depositary shares, rather than full shares of Preferred Stock.\nIn such event, we will issue depositary receipts for those depositary shares, each of which will represent a fraction of a share of a\nparticular class or series of Preferred Stock, as described in the related prospectus supplement.

Shares of any series of Preferred\nStock represented by depositary shares will be deposited with a depositary named in a prospectus supplement, under a deposit agreement\nbetween us and the depositary. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion\nto the applicable fraction of a share of Preferred Stock represented by the depositary share, to all of the rights, preferences and privileges\nof the Preferred Stock represented thereby (including dividend, voting, conversion, exchange, redemption and liquidation rights, if any).

Depositary shares will be\nevidenced by depositary receipts issued pursuant to the applicable deposit agreement. Depositary receipts will be distributed to those\npersons purchasing the fractional interests in shares of Preferred Stock as described in the applicable prospectus supplement.

Description of\nDebt Securities

We may issue senior or subordinated\ndebt securities under one or more indentures. The debt securities will constitute either our senior or subordinated debt. We will issue\ndebt securities that will be senior debt under a senior debt indenture between us and a senior debt trustee, and we will issue debt securities\nthat will be subordinated debt under a subordinated debt indenture between us and a subordinated debt trustee. This prospectus refers\nto the senior debt indenture and the subordinated debt indenture individually as the indenture and collectively as the indentures. This\nprospectus refers to the senior debt trustee and the subordinated debt trustee individually as the trustee and collectively as the trustees.

When we offer to sell a particular\nseries of debt securities, we will describe the specific terms for the securities in a supplement to this prospectus. The prospectus supplement\nwill also indicate whether the general terms and provisions described in this prospectus apply to a particular series of debt securities.

We have summarized certain\nterms and provisions of the indentures. The summary is not complete and is qualified in its entirety by the indentures which will be incorporated\nby reference as an exhibit to the registration statement for these securities. You should read the indentures for the provisions which\nmay be important to you. The indentures are subject to and governed by the Trust Indenture Act of 1939, as amended. The indentures are\nsubstantially identical, except for the provisions relating to subordination and covenants. See “—Subordinated Debt”\nand “—Covenants.” Neither indenture will limit the amount of debt securities which we may issue. We may issue\ndebt securities up to an aggregate principal amount as we may authorize from time to time. The prospectus supplement will describe the\nterms of any debt securities being offered, including:

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classification as senior or subordinated debt securities;

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ranking of the specific series of debt securities relative to other outstanding indebtedness, including\nsubsidiaries’ debt;

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if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent\ndate, that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness;

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the designation, aggregate principal amount and authorized denominations;

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the maturity date;

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the interest rate, if any, and the method for calculating the interest rate;

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the interest payment dates and the record dates for the interest payments;

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any mandatory or optional redemption terms or prepayment, conversion, sinking fund or exchangeability\nor convertibility provisions;

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whether any collateral or other security will be pledged in respect of the debt securities;

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the place where we will pay principal and interest;

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if other than denominations of $1,000 or multiples of $1,000, the denominations the debt securities will\nbe issued in;

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whether the debt securities will be issued in the form of global securities or certificates;

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additional provisions, if any, relating to the defeasance of the debt securities;

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the currency or currencies, if other than the currency of the United States, in which principal and interest\nwill be paid;

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any United States federal income tax consequences;

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the dates on which premium, if any, will be paid;

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our right, if any, to defer payment interest and the maximum length of this deferral period;

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any listing on a securities exchange;

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the initial public offering price; and

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other specific terms, including any additional events of default or covenants.

Senior Debt

We will issue under the senior\ndebt indenture the debt securities that will constitute part of our senior debt. These senior debt securities will rank equally and pari\npassu with all of our other unsecured and unsubordinated debt.

Subordinated Debt

We will issue under the subordinated\ndebt indenture the debt securities that will constitute part of our subordinated debt. These subordinated debt securities will be subordinate\nand junior in right of payment, to the extent and in the manner set forth in the subordinated debt indenture, to all of our “senior\nindebtedness.” The subordinated debt indenture defines “senior indebtedness” as the principal of (and premium, if any)\nand interest on (i) all of our indebtedness for borrowed money, (ii) all of our obligations evidenced by bonds, debentures, notes or other\nsimilar instruments, (iii) all of our obligations in respect of letters of credit or bankers’ acceptance or other similar instruments\n(or reimbursement obligations with respect thereto), (iv) all of our obligations to pay the deferred purchase price of property or services,\nexcept trade payables, (v) all of our obligations as lessee under capital leases, (vi) all debt of others secured by a lien on any of\nour assets, (vii) all debt of others guaranteed by us, (viii) all of our redeemable shares valued at the greater of their voluntary or\ninvoluntary liquidation preference plus accrued and unpaid dividends, and (ix) all of our obligations under any currency agreements and\ninterest rate agreements. “Senior indebtedness” does not include (i) any obligations that, when incurred, was without recourse,\n(ii) any other obligations that are specifically designated as not being senior in right of payment to the subordinated debt securities,\nand (iii) our redeemable shares.

In general, the holders of\nall senior indebtedness are first entitled to receive payment of the full amount unpaid on senior indebtedness before the holders of any\nof the subordinated debt securities or coupons are entitled to receive a payment on account of the principal or interest on the indebtedness\nevidenced by the subordinated debt securities in certain events. These events include:

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any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar\nproceedings which concern us or a substantial part of our property;

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a default having occurred for the payment of principal, premium, if any, or interest on or other monetary\namounts due and payable on any senior indebtedness or any other default having occurred concerning any senior indebtedness, which permits\nthe holder or holders of any senior indebtedness to accelerate the maturity of any senior indebtedness with notice or lapse of time, or\nboth. Such an event of default must have continued beyond the period of grace, if any, provided for such event of default, and such an\nevent of default shall not have been cured or waived or shall not have ceased to exist; or

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the principal of, and accrued interest on, any series of the subordinated debt securities having been\ndeclared due and payable upon an event of default pursuant to the subordinated debt indenture. This declaration must not have been rescinded\nand annulled as provided in the subordinated debt indenture.

If this prospectus is being\ndelivered in connection with a series of subordinated debt securities, the accompanying prospectus supplement or the information incorporated\nin this prospectus by reference will set forth the approximate amount of senior indebtedness outstanding as of the end of the most recent\nfiscal quarter.

Events of Default

When we use the term “Event\nof Default” in the indentures with respect to the debt securities of any series, we mean:

(i)

we default in the payment of principal of such debt securities when it becomes due and payable at maturity,\nupon acceleration, redemption or mandatory repurchase, including as a sinking fund installment or otherwise;

(ii)

we default in the payment of interest on such debt securities when it becomes due and payable and such\ndefault continues for a period of 30 days or more;

(iii)

we default in the performance of, or breach, any other covenant or agreement in the indenture with respect\nto such debt securities or in such debt securities (other than defaults specified in clause (i) or (ii) above) and such default or breach\ncontinues for a period of 30 days or more after written notice to us by the trustee or to us and the trustee by the holders of 25% or\nmore in aggregate principal amount of all outstanding debt securities affected thereby specifying such default or breach and requiring\nit to be remedied;

(iv)

certain events of bankruptcy, insolvency, reorganization, administration or similar proceedings with respect\nto us or any material subsidiary has occurred; or

(v)

any other Events of Default set forth in the prospectus supplement.

If an Event of Default (other\nthan an Event of Default specified in clause (iv) above) with respect to any series of debt securities then outstanding occurs and is\ncontinuing, then either the trustee or the holders of not less than 25% in aggregate principal amount of all outstanding debt securities\nmay declare the entire principal of such debt securities (or such lesser amount as may be provided in the terms of the debt securities),\nand the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same will become immediately\ndue and payable.

If an Event of Default under\nthe indenture specified in clause (iv) above occurs and is continuing, then the principal amount of all outstanding debt securities (or\nsuch lesser amount as may be provided in the terms of the debt securities) and interest accrued thereon, if any, will become immediately\ndue and payable, without any notice or other action by any holder or the trustee, to the full extent permitted by applicable law.

The holders of at least a\nmajority in principal amount of all outstanding debt securities affected (or such lesser amount as may be provided in the terms of the\ndebt securities), by notice to us and the trustee, may waive all defaults with respect to such debt securities and rescind and annul such\ndeclaration and its consequences if, at any time after the principal of any debt securities (or such lesser amount as may be provided\nin the terms of the debt securities) have been declared or become due and payable as a result of an Event of Default, and before any judgment\nor decree for the payment of the moneys due has been obtained or entered, we pay or deposit with the trustee a sum sufficient to pay all\nmatured installments of interest upon all such debt securities and the principal of such debt securities (or such lesser amount as may\nbe provided in the terms of the debt securities), with interest on such principal and interest, and such amount paid or deposited is sufficient\nto cover all amounts owing to the trustee, provided that all Events of Default under the indenture, other than the non-payment of the\nprincipal of the debt securities have been cured, waived or otherwise remedied.

The holders of at least a\nmajority in principal amount of all outstanding debt securities affected (or such lesser amount as may be provided in the terms of the\ndebt securities), by notice to the trustee, may waive an existing default or Event of Default with respect to the debt securities of such\nseries and its consequences, except a default in the payment of principal of or interest on any outstanding debt securities or in respect\nof a covenant or provision of the indenture which cannot be modified or amended without the consent of the holder of each outstanding\ndebt security affected.

A holder of debt securities\ncannot institute any proceeding, judicial or otherwise, with respect to the indenture or such debt securities, or for the appointment\nof a receiver or trustee, or for any other remedy hereunder, unless (i) such holder has previously given to the trustee written notice\nof a continuing Event of Default with respect to such debt securities, (ii) the holders of at least 25% in aggregate principal amount\nof outstanding debt securities affected have made written request to the trustee to institute proceedings in respect of such Event of\nDefault in its own name as trustee, (iii) such holder or holders have offered to the trustee indemnity reasonably satisfactory to the\ntrustee against any costs, liabilities or expenses to be incurred in compliance with such request, (iv) the trustee for 60 days after\nits receipt of such notice, request and offer of indemnity has failed to institute any such proceeding, and (v) during such 60-day period,\nthe holders of a majority in aggregate principal amount of the outstanding debt securities affected have not given the trustee a direction\nthat is inconsistent with such written request. This limitation does not apply to a holder’s ability to bring suit for the enforcement\nof any payment of principal of, or interest on, any of such holder’s debt securities on or after the due dates expressed on such\ndebt securities.

The trustee is not under\nany obligation to exercise any of its rights or powers at the request, order or direction of any of the holders, unless such holders have\noffered to the trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance\nwith such request or direction.

Subject to certain exceptions,\nthe holders of at least a majority in principal amount of all outstanding debt securities affected (or such lesser amount as may be provided\nin the terms of the debt securities) may direct the time, method and place of conducting any proceeding for any remedy available to the\ntrustee or exercising any trust or power conferred on the trustee.

If a default occurs and is\ncontinuing and if such default is known to the trustee, the trustee will give notice of such default to each holder of the debt securities\naffected within 90 days after such default, unless such default has been cured or waived; provided, however, that, except in the\ncase of a default in the payment of the principal of or interest on the debt securities, the trustee is protected in withholding such\nnotice if the trustee in good faith determines that the withholding of such notice is in the interests of the holders.

We are required to furnish\nto each trustee an annual statement as to compliance with all conditions and covenants under the indenture.

Modification and Waiver

Each indenture may be amended\nor supplemented without notice to or the consent of any holder of debt securities in order to:

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cure any ambiguity, defect or inconsistency; provided that such amendments or supplements do not\nmaterially and adversely affect the interests of the holders;

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provide for the assumption of our obligations in the case of a merger or consolidation;

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comply with any requirements of the SEC in connection with qualification of the indenture under the Trust\nIndenture Act;

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evidence and provide for the acceptance of appointment by a successor trustee and add to or change any\nof the provisions of the indenture;

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establish the form or forms or terms of debt securities of any series or of the coupons appertaining to\nsuch debt securities;

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provide for uncertificated or unregistered debt securities and make all appropriate changes for such purpose;\nand

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make any change that does not materially and adversely affect the rights of any holder.

Other amendments and modifications\nof each indenture or the debt securities issued may be made with the consent of the holders of a majority in principal amount of the outstanding\ndebt securities affected by such amendment, and the holders of a majority in principal amount of the outstanding debt securities affected\nby written notice to the trustee may waive future compliance by us with any provision of the indenture or such debt securities. However,\nno amendment or waiver may, without the consent of the holder of each outstanding debt security affected:

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change the stated maturity of the principal of, or any sinking fund obligation or any installment of interest\non, such holder’s debt security;

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reduce the principal amount of such holder’s debt security or the rate of interest thereon (including\nany amount in respect of original issue discount);

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reduce the percentage of outstanding debt securities the consent of whose holders is necessary to modify\nor amend the indenture with respect to the debt securities; and

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reduce the percentage in principal amount of outstanding debt securities the consent of whose holders\nis required for any supplemental indenture or for any waiver of compliance with certain provisions of the indenture or certain defaults\nand their consequences provided for in the indenture.

The subordinated debt indenture\nmay not be amended to alter the subordination of any outstanding subordinated debt securities without the consent of each holder of senior\nindebtedness then outstanding that would be adversely affected by such an amendment.

Covenants

Consolidation, Merger\nor Sale of Assets

We will not consolidate with,\nmerge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of our property and assets (in one\ntransaction or a series of related transactions) to, any person unless either (x) we are the continuing person or (y) the person (if other\nthan us) formed by such consolidation or into which we are merged or to which our properties and assets are sold, conveyed, transferred\nor leased is a person organized and validly existing under the laws of the United States or any jurisdiction thereof and expressly assumes,\nby a supplemental indenture, executed and delivered to the trustee, all of our obligations on all of the debt securities and under the\nindenture.

Upon any consolidation or\nmerger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of our property and assets, the successor\nperson formed by such consolidation or into which we are merged or to which such sale, conveyance, transfer, lease or other disposition\nis made will succeed to, and be substituted for, and may exercise every right and power of, us under the indenture with the same effect\nas if such successor person had been named instead of us in the indenture and thereafter we, except in the case of a lease, are relieved\nof all obligations and covenants under the indenture and the debt securities.

Satisfaction, Discharge and\nCovenant Defeasance

We may terminate our obligations\nunder the indenture with respect to a series of debt securities, when:

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we have paid or caused to be paid the principal of and interest on such series of debt securities as and\nwhen such debt securities become due and payable;

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we have delivered to the trustee for cancellation all debt securities of such series that have been authenticated;\nor

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all debt securities of such series not delivered to the trustee for cancellation have become due and payable,\nor by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory\nto the trustee for the giving of notice of redemption, and we have irrevocably deposited or caused to be deposited with the trustee the\nentire amount in cash or

U.S. government obligations,\nmaturing as to principal and interest in such amounts and at such times as will ensure the availability of cash sufficient to pay at maturity\nor upon redemption of all debt securities of such series not delivered to the trustee for cancellation, including principal and interest\ndue or to become due on or prior to such date of maturity or redemption (a “Discharge”).

We may elect to have our\nobligations under each indenture discharged with respect to the outstanding debt securities of any series (“legal defeasance”).\nLegal defeasance means that we will be deemed to have paid and discharged the entire indebtedness represented by the outstanding debt\nsecurities of such series under such indenture, except for:

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rights of registration of transfer and exchange, and our right of optional redemption;

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substitution of apparently mutilated, defaced, destroyed, lost or stolen debt securities;

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rights of holders to receive payments of principal of the debt securities and interest thereon, upon the\noriginal stated due dates (but not upon acceleration);

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the rights, obligations and immunities of the trustee; and

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the rights of the holders of debt securities of such series as beneficiaries with respect to the property\ndeposited with the trustee payable to all or any of them.

In addition, we may elect\nto have our obligations released with respect to certain covenants in each indenture (“covenant defeasance”). Any omission\nto comply with these obligations will not constitute a default or an event of default with respect to the debt securities of any series.\nIn the event covenant defeasance occurs, certain events, not including non-payment, bankruptcy and insolvency events, described under\n“Events of Default” will no longer constitute an event of default for that series.

In order to exercise either\nlegal defeasance or covenant defeasance with respect to outstanding debt securities of any series:

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we have deposited or caused to be irrevocably deposited with the trustee as trust funds in trust, specifically\npledged as security for, and dedicated solely to, the benefit of the holders of the debt securities of such series, (i) money in an amount,\nor (ii) U.S. government obligations which through the payment of interest and principal in respect thereof in accordance with their terms\nwill provide not later than one day before the due date of any payment money in an amount, or (iii) a combination thereof, sufficient\nto pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes\nor other charges and assessments in respect thereof payable by the trustee (x) the principal of, premium, if any, and each installment\nof interest on the outstanding debt securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or\nanalogous payments applicable to the debt securities of such series on the day on which such payments are due and payable in accordance\nwith the terms of debt securities of such series and the indenture;

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we have delivered to the trustee (i) an opinion of counsel to the effect that holders of debt securities\nof such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of our exercise of legal defeasance\nor covenant defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times\nas would have been the case if such deposit, defeasance and discharge had not occurred, or a ruling directed to the trustee received from\nthe U.S. Internal Revenue Service to the same effect as such opinion of counsel and (ii) an opinion of counsel to the effect that the\ncreation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit,\nthe trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor\nLaw;

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immediately after giving effect to such deposit on a pro forma basis, no event of default, or event that\nafter the giving of notice or lapse of time or both would become an event of default, shall have occurred and be continuing on the date\nof such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach\nor violation of, or constitute a default under, any other agreement or instrument to which we are a party or by which we are bound;

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if at such time the debt securities of such series are listed on a national securities exchange, we have\ndelivered to the trustee an opinion of counsel to the effect that the debt securities of such series will not be delisted as a result\nof such deposit, defeasance and discharge;

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we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating\nthat all conditions precedent to the defeasance and discharge have been complied with; and

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in the case of covenant defeasance, if the debt securities of such series are to be redeemed prior to\nthe final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption has been\nduly given pursuant to the indenture.

Concerning Our Relationship with the Trustees

We and our subsidiaries may\nmaintain ordinary banking relationships and credit facilities with the trustee.

Description of\nWarrants

We may issue warrants to\npurchase our debt or equity securities or securities of third parties or other rights, including rights to receive payment in cash or\nsecurities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination\nof the foregoing. Warrants may be issued independently or together with any other securities and may be attached to, or separate from,\nsuch securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant\nagent. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be\nset forth in the applicable prospectus supplement.

The applicable prospectus\nsupplement will describe the following terms of any warrants in respect of which this prospectus is being delivered:

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the title of such warrants;

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the aggregate number of such warrants;

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the price or prices at which such warrants will be issued;

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the currency or currencies in which the price of such warrants will be payable;

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the securities or other rights, including rights to receive payment in cash or securities based on the\nvalue, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable\nupon exercise of such warrants;

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the price at which and the currency or currencies in which the securities or other rights purchasable\nupon exercise of such warrants may be purchased;

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the date on which the right to exercise such warrants shall commence and the date on which such right\nshall expire;

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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;

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if applicable, the designation and terms of the securities with which such warrants are issued and the\nnumber of such warrants issued with each such security;

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if applicable, the date on and after which such warrants and the related securities will be separately\ntransferable;

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information with respect to book-entry procedures, if any;

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if applicable, a discussion of any material United States federal income tax considerations; and

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any other terms of such warrants, including terms, procedures and limitations relating to the exchange\nand exercise of such warrants.

Description of\nUnits

As specified in the applicable\nprospectus supplement, we may issue units consisting of one or more warrants, debt securities, shares of Preferred Stock, shares of Common\nStock or any combination of such securities. The applicable supplement will describe:

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the terms of the units and of the warrants, debt securities, Preferred Stock and Common Stock comprising\nthe units, including whether and under what circumstances the securities comprising the units may be traded separately;

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a description of the terms of any unit agreement governing the units; and

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a description of the provisions for the payment, settlement, transfer or exchange of the units.

Forms of Securities

Each debt security, warrant\nand unit will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities\nrepresenting the entire issuance of securities. Certificated securities in definitive form and global securities will be issued in registered\nform. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities\nor to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the\ntrustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the\ndebt securities, warrants or units represented by these global securities. The depositary maintains a computerized system that will reflect\neach investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank,\ntrust company or other representative, as we explain more fully below.

Global Securities

Registered Global Securities.\nWe may issue the registered debt securities, warrants and units in the form of one or more fully registered global securities that will\nbe deposited with a depositary or its nominee identified in the applicable prospectus supplement and registered in the name of that depositary\nor nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal\nto the portion of the aggregate principal or face amount of the securities to be represented by registered global securities. Unless and\nuntil it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except\nas a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary\nor those nominees.

If not described below, any\nspecific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be\ndescribed in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary\narrangements.

Ownership of beneficial interests\nin a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that\nmay hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry\nregistration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially\nowned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the\naccounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership\ninterests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records\nof participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers\nof securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge\nbeneficial interests in registered global securities.

So long as the depositary,\nor its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered\nthe sole owner or holder of the securities represented by the registered global security for all purposes under the applicable indenture,\nwarrant agreement, guaranteed trust preferred security or unit agreement. Except as described below, owners of beneficial interests in\na registered global security will not be entitled to have the securities represented by the registered global security registered in their\nnames, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the\nowners or holders of the securities under the applicable indenture, warrant agreement, guaranteed trust preferred security or unit agreement.\nAccordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for\nthat registered global security and, if that person is not a participant, on the procedures of the participant through which the person\nowns its interest, to exercise any rights of a holder under the applicable indenture, warrant agreement, guaranteed trust preferred security\nor unit agreement. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial\ninterest in a registered global security desires to give or take any action that a holder is entitled to give or take under the applicable\nindenture, warrant agreement, guaranteed trust preferred security or unit agreement, the depositary for the registered global security\nwould authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize\nbeneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding\nthrough them.

Principal, premium, if any,\nand interest payments on debt securities, and any payments to holders with respect to warrants, guaranteed trust preferred securities\nor units, represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary\nor its nominee, as the case may be, as the registered owner of the registered global security. None of Strive, the trustees, the warrant\nagents, the unit agents or any other agent of Strive, agent of the trustees or agent of the warrant agents or unit agents will have any\nresponsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the\nregistered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

We expect that the depositary\nfor any of the securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or\nother distribution of underlying securities or other property to holders on that registered global security, will immediately credit participants’\naccounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records\nof the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held\nthrough participants will be governed by standing customer instructions and customary practices, as is now the case with the securities\nheld for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those\nparticipants.

If the depositary for any\nof these securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases\nto be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange\nAct is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the registered global security\nthat had been held by the depositary. Any securities issued in definitive form in exchange for a registered global security will be registered\nin the name or names that the depositary gives to the relevant trustee, warrant agent, unit agent or other relevant agent of ours or theirs.\nIt is expected that the depositary’s instructions will be based upon directions received by the depositary from participants with\nrespect to ownership of beneficial interests in the registered global security that had been held by the depositary.

Plan of Distribution

We may sell the securities\nof or within any series to or through agents, underwriters, dealers, direct sales, remarketing firms or other third parties or directly\nto one or more purchasers or through a combination of any of these methods. We may issue securities as a dividend or distribution. In\nsome cases, we or dealers acting with us or on our behalf may also purchase securities and reoffer them to the public. We may also offer\nand sell, or agree to deliver, securities pursuant to, or in connection with, any option agreement or other contractual arrangement.

Each time we offer and sell\nsecurities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution\nand set forth the terms of the offering, including:

●

the name or names of any underwriters, dealers or agents and the amounts of securities underwritten, purchased\nor placed by each of them;

●

the public offering price of the securities and the proceeds to us;

●

any over-allotment options under which underwriters may purchase additional securities from us;

●

any underwriting discounts or commissions or agency fees and other items constituting underwriters’\nor agents’ compensation;

●

terms and conditions of the offering;

●

any discounts, commissions or concessions allowed or reallowed or paid to dealers; and

●

any securities exchange or market on which the securities may be listed.

Agents

We may use agents to sell\nsecurities. We will name any agent involved in offering or selling securities, and disclose any commissions that we will pay to the agent,\nin the applicable prospectus supplement. Unless we tell you otherwise in the applicable prospectus supplement, the agents will agree to\nuse their reasonable efforts to solicit purchases for the period of their appointment or to sell our securities on a continuing basis.\nOur agents may be deemed to be underwriters under the Securities Act of any of the securities that they offer or sell.

Underwriters

We may sell securities to\nunderwriters. If we use underwriters, the underwriters will acquire the securities for their own account, including without limitation\nthrough underwriting, purchase, security lending, repurchase or other agreements with us. Unless we tell you otherwise in the applicable\nprospectus supplement, the underwriters may resell those securities in one or more transactions, including negotiated transactions, at\na fixed public offering price or at varying prices determined at the time of sale. Unless the applicable prospectus supplement states\notherwise, the obligations of the underwriters to purchase any series of securities will be subject to conditions precedent, and the underwriters\nwill be obligated to purchase all of the securities if any are purchased. The underwriters may change any initial public offering price\nand any discounts or concessions they give to dealers.

Dealers

We may use a dealer to sell\nthe securities. If we use a dealer, we, as principal, will sell the securities to the dealer who will then sell the securities to the\npublic at varying prices that the dealer will determine at the time it sells our securities.

Direct Sales

We may solicit directly offers\nto purchase the securities, and we may sell securities directly to purchasers without the involvement of agents, underwriters or dealers.\nWe will describe the terms of our direct sale in the applicable prospectus supplement.

Other Means of Distribution

Securities may also be offered\nand sold, if we so indicate in the applicable prospectus supplement, by one or more firms (“remarketing firms”) acting as\nprincipals for their own accounts or as our agents in connection with a remarketing of such securities following their purchase or redemption\nor otherwise. Remarketing firms may be deemed to be underwriters under the Securities Act in connection with the securities they remarket.

We may engage in at-the-market\nofferings into an existing trading market in accordance with Rule 415(a)(4).

We may authorize our agents,\ndealers and underwriters to solicit offers by certain institutions to purchase the securities at the public offering price under delayed\ndelivery contracts. If we use delayed delivery contracts, we will disclose that we are using them in the applicable prospectus supplement\nand will tell you when we will demand payment and delivery of the securities under the delayed delivery contracts. These delayed delivery\ncontracts will be subject only to the conditions that we describe in the prospectus supplement.

With or without the involvement\nof agents, underwriters, dealers, direct sales, remarketing firms or other third parties, we may utilize the Internet or other electronic\nbidding or ordering systems for the pricing and allocation of securities. Such a system may allow bidders to directly participate, through\nelectronic access to an auction site, by submitting conditional offers to buy that are subject to acceptance by us. The use of such a\nsystem may affect the price or other terms at which such securities are sold. The final offering price at which securities would be sold,\nand the allocation of securities among bidders, would be based in whole or in part on the results of the bidding process or auction. Many\nvariations of the Internet auction or pricing and allocating systems are likely to be developed in the future, and we may utilize such\nsystems in connection with the sale of securities. We will describe in the applicable prospectus supplement how any auction or bidding\nprocess will be conducted to determine the price or any other terms of the securities, how potential investors may participate in the\nprocess and, where applicable, the nature of the obligations of any agent, underwriter, dealer, direct sales or remarketing firm with\nrespect to the auction or ordering system.

Derivative Transactions and Hedging

We may enter into derivative\nor other hedging transactions involving the securities with third parties, or sell securities not covered by the prospectus to third parties\nin privately-negotiated transactions. If we so indicate in the applicable prospectus supplement, in connection with those derivative transactions,\nthe third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions,\nor may lend securities in order to facilitate short sale transactions by others. If so, the third party may use securities pledged by\nus or borrowed from us or others to settle those sales or to close out any related open borrowings of securities, and may use securities\nreceived from us in settlement of those derivative or hedging transactions to close out any related open borrowings of securities. The\nthird party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective\namendment to the registration statement of which this prospectus is a part).

We may effect sales of securities\nin connection with forward sale, option or other types of agreements with third parties. Any distribution of securities pursuant to any\nforward sale agreement may be effected from time to time in one or more transactions that may take place through a stock exchange, including\nblock trades or ordinary broker’s transactions, or through broker-dealers acting either as principal or agent, or through privately-negotiated\ntransactions, or through an underwritten public offering, or through a combination of any such methods of sale, at market prices prevailing\nat the time of sale, at prices relating to such prevailing market prices or at negotiated or fixed prices.

We may loan or pledge securities\nto third parties that in turn may sell the securities using this prospectus and the applicable prospectus supplement or, if we default\nin the case of a pledge, may offer and sell the securities from time to time using this prospectus and the applicable prospectus supplement.\nSuch third parties may transfer their short positions to investors in our securities or in connection with a concurrent offering of other\nsecurities offered by this prospectus and the applicable prospectus supplement or otherwise.

General Information

Any underwriter may engage\nin overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the\nExchange Act. Overallotment involves sales in excess of the offering size, which create a short position. This short sales position may\ninvolve either “covered” short sales or “naked” short sales. Covered short sales are short sales made in an amount\nnot greater than the underwriters’ over-allotment option to purchase additional securities in an offering. The underwriters may\nclose out any covered short position either by exercising their over-allotment option or by purchasing securities in the open market.\nTo determine how they will close the covered short position, the underwriters will consider, among other things, the price of securities\navailable for purchase in the open market, as compared to the price at which they may purchase securities through the over-allotment option.\nNaked short sales are short sales in excess of the over-allotment option. The underwriters must close out any naked short position by\npurchasing securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that,\nin the open market after pricing, there may be downward pressure on the price of the securities that could adversely affect investors\nwho purchase securities in an offering. Stabilizing transactions permit bids to purchase the underlying security for the purpose of fixing\nthe price of the security so long as the stabilizing bids do not exceed a specified maximum. Penalty bids permit the underwriters to reclaim\na selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover\nshort positions.

Similar to other purchase\ntransactions, an underwriter’s purchase to cover syndicate short sales or to stabilize the market price of the securities may have\nthe effect of raising or maintaining the market price of the securities or preventing or mitigating a decline in the market price of the\nsecurities. As a result, the price of the securities may be higher than the price that might otherwise exist in the open market. The imposition\nof a penalty bid might also have an effect on the price of the securities if it discourages resales of the securities.

Unless the applicable prospectus\nsupplement states otherwise, each series of securities will be a new issue of securities and will have no established trading market,\nother than our common stock which is traded on the NASDAQ Global Market as of the date of this prospectus. We may elect to list any other\nseries of securities on any exchange or market, but we are not obligated to do so. Any underwriters to whom the securities are sold for\na public offering may make a market in those securities. However, those underwriters will not be obligated to do so and may discontinue\nany market making at any time without notice. We cannot give any assurance as to the liquidity of, or the trading market for, any of the\nsecurities.

Any agents, underwriters,\ndealers, direct sales, remarketing firms and third parties may be customers of, engage in transactions with, or perform services for,\nus in the ordinary course of their business. We will describe the nature of any such relationship in any prospectus supplement naming\nany such underwriter, dealer, agent, remarketing firm or third party.

Legal Matters

Unless otherwise indicated\nin the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of the securities offered\nby this prospectus, and any supplement thereto, will be passed upon by Davis Polk & Wardwell LLP, New York, New York and, with respect\nto matters of Nevada law, by Brownstein Hyatt Farber Schreck, LLP, Las Vegas, Nevada.

Experts

Strive, Inc. was formerly\nknown as Asset Entities Inc. It changed its name to Strive, Inc. shortly after the Merger Closing. As a result of the Merger, Alpha Merger\nSub, Inc. merged with and into Strive Enterprises, Inc. with Strive Enterprises, Inc. surviving such Merger as the surviving corporation\nand as a direct, wholly owned subsidiary of Asset Entities Inc. However, the management teams of those entities determined that Strive\nEnterprises, Inc. was the “accounting acquirer” in the transaction for purposes of Financial Accounting Standards Boards’\nAccounting Standards Codification 805, Business Combinations. Accordingly, the financial statements of Strive Enterprises, Inc. are considered\nunder applicable SEC guidance to be the financial statements of the registrant. Certain historical information of Asset Entities Inc.\nis also included in this prospectus as noted below.

The consolidated financial\nstatements of Strive, Inc. (formerly Strive Enterprises, Inc.) for the years ended December 31, 2024 and 2023, appearing in Strive, Inc.’s\nCurrent Report on Form 8-K dated September 12, 2025, have been audited by KPMG LLP, an independent registered public accounting firm,\nas set forth in their report thereon, and incorporated herein by reference. Such financial statements have been incorporated herein by\nreference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The financial statements\nof Asset Entities Inc. appearing in Asset Entities Inc.’s Annual Report on Form 10-K for the year ended December 31,\n2024 have been audited by WWC, P.C., an independent registered public accounting firm, as set forth in their report thereon, and incorporated\nherein by reference. Such financial statements have been incorporated herein by reference in reliance upon such report given on the authority\nof such firm as experts in accounting and auditing.

$\"\"$

STRIVE, INC.

15.00% Series\nA Perpetual SATS Preferred Stock

PROSPECTUS\nSUPPLEMENT

Joint\nBook-Running Managers

\n \n \n \n

Barclays

Cantor

Lead\nManager

\n \n \n

Clear Street

Co-Managers

\n \n \n \n \n \n

B. Riley Securities

H.C. Wainwright & Co.

Maxim Group LLC

StoneX

October 15,\n2026

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