Strive Inc.
10/10/2025 | Press release | Distributed by Public on 10/10/2025 15:00
Business Combination Prospectus (Form 425)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 8, 2025
|
STRIVE, INC.
|
|
(Exact name of Company as specified in its charter)
|
|
Nevada
|
001-41612
|
88-1293236
|
||
|
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
|
200 Crescent Ct, Suite 1400, Dallas, TX
|
75201
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
(855) 427-7360
|
|
(Company's telephone number, including area code)
|
|
(Former name or former address, if changed since last report)
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
|
☒
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
|
Class A Common Stock, $0.001 par value per share
|
ASST
|
NASDAQ
|
Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Other Events
On October 10, 2025, Strive, Inc. (the "Company") filed a prospectus supplement to the Company's existing effective shelf registration statement on Form S-3 (File No. 333-290252) registering the resale by the selling securityholders named therein of up to 1,283,904,392 shares of the Company's Class A common stock, $0.001 par value per share ("Shares"), under the Securities Act of 1933, as amended. The Company will not receive any proceeds from the sale of the Shares by the selling securityholders.
A copy of the opinion regarding the validity of the shares of Shares is attached hereto as Exhibit 5.1 and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No.
|
Description
|
|
|
5.1
|
Opinion of Brownstein Hyatt Farber Schreck, LLP
|
|
|
23.1
|
Consent of Brownstein Hyatt Farber Schreck, LLP (contained in its opinion filed as Exhibit 5.1 and incorporated herein by reference)
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Date: October 10, 2025
|
Strive, Inc.
|
|
/s/ Matthew Cole
|
|
|
Name: Matthew Cole
|
|
|
Title: Chief Executive Officer
|
Strive Inc. published this content on October 10, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 10, 2025 at 21:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]