Strive 提交 5 亿美元 15% 永续 SATS 优先股初步招股书(424B5)，拟上 Nasdaq 但尚未定价、无可交易市场

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424B5
1
dp254910_424b5.htm
FORM 424B5
The
information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the
accompanying prospectus are not an offer to sell these securities or a solicitation of an offer to buy these securities in any jurisdiction
where the offer and sale is not permitted.
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-290252
SUBJECT
TO COMPLETION, DATED OCTOBER 13, 2026
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 15, 2025)
STRIVE, INC.
5,000,000 Shares
15.00% Series A Perpetual SATS Preferred Stock
Strive, Inc. is offering
5,000,000 shares of our 15.00% Series A Perpetual SATS Preferred Stock, which we refer to as our “
SATS Stock
.” The
SATS Stock will have a stated amount of $100 per share and an initial liquidation preference of $100 per share. The liquidation preference
will be subject to adjustment in the manner described in this prospectus supplement. However, the liquidation preference will not be adjusted
to an amount that is less than $100 per share.
DIVIDENDS
The
SATS Stock will accumulate cumulative dividends, which we refer to as “
regular dividends
,” at a rate per annum equal
to 15.00% on the stated amount thereof, which is $100 per share of SATS Stock. Subject to the other provisions described in this prospectus
supplement, regular dividends will be payable when, as, and if declared by our board of directors or any duly authorized committee thereof,
out of funds legally available for their payment, in arrears on each regular dividend payment date to the SATS preferred stockholders
of record as of the close of business on the regular record date immediately preceding the applicable regular dividend payment date.
At
the closing of this offering, we intend to increase our existing dividend reserve in an amount equal to the first 18 months of dividend
payments calculated as of the date of this offering (the “
Dividend Reserve
”) by depositing an equivalent of $22.50
per 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 the
value of such securities at the closing of this offering).
REDEMPTION AND REPURCHASE
We will have the right,
at our election, to redeem all, and not less than all, of the SATS Stock, at any time, for cash if the total number of shares of all SATS
Stock then outstanding is less than 25% of the total number of shares of SATS Stock originally issued in this offering and in any future
offering taken together. In addition, we will have the right to redeem all, and not less than all, of the SATS Stock if a “tax event”
(as defined in this prospectus supplement) occurs. The redemption price for any SATS Stock to be redeemed will be a cash amount equal
to the liquidation preference of the SATS Stock to be redeemed as of the business day before the date we send the related redemption notice,
plus accumulated and unpaid regular dividends, if any, that will have accrued to, and including, the redemption date.
If
a “
fundamental change
” (as defined in this prospectus supplement) occurs, then, except as described in this prospectus
supplement, holders of SATS Stock will have the right (which we refer to as the “
fundamental change repurchase right
”)
to require us to repurchase some or all of their shares of SATS Stock at a cash repurchase price equal to the stated amount of the SATS
Stock to be repurchased, plus accumulated and unpaid regular dividends, if any, to, and including, the fundamental change repurchase date.
EMERGING GROWTH COMPANY
STATUS
We
are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain
reduced public company reporting requirements for this prospectus supplement and our other filings with the Securities and Exchange Commission
(the “
SEC
”).
LISTING AND AT-THE-MARKET OFFERING
No
public market currently exists for the SATS Stock. We have applied to list the SATS Stock on The Nasdaq Global Market tier of The Nasdaq
Stock Market LLC (the “
NASDAQ Global Market
”) under the symbol “SATS.” If the listing is approved, we expect
trading to commence within 30 days after the date the SATS Stock is first issued.
We also intend to commence
an at-the-market offering of SATS Stock as soon as reasonably practicable following the listing of SATS Stock on The Nasdaq Global 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 we would commence
an at-the-market offering of SATS Stock.
Per Share
Total
Public offering price
$
$
Underwriting discounts and commissions(1)
$
$
Proceeds, before expenses, to us
$
$
(1)
For additional information about underwriting compensation, see “Underwriting.”
Our business and an investment
in our SATS Stock involves significant risks. See “Risk Factors” beginning on page S-7 of this prospectus supplement and
in the documents incorporated by reference into this prospectus supplement.
Neither the SEC nor any
state securities commission has approved or disapproved of our SATS Stock, or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
At our request, the underwriters
have reserved up to 250,000 shares of SATS Stock, or 5% of the SATS Stock offered by this prospectus supplement, for sale at the public
offering price through a directed share program to certain of our employees, officers and directors based in the United States. See “Underwriting—Directed
Share Program.”
We expect to deliver the
SATS Stock in book-entry form through the facilities of The Depository Trust Company on or about              ,
2026, which will be the             business day after the initial trade date
for the SATS Stock (this settlement cycle being referred to as “T+      ”). Under Rule 15c6-1 under
the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), trades in the secondary market generally must
settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade SATS
Stock before the business day before the settlement date must, because the SATS Stock initially will settle T+           ,
specify an alternate settlement cycle at the time of such trade to prevent a failed settlement. Those purchasers should consult their
advisors.
Joint Book-Running
Managers
Barclays
Cantor
Lead Manager
Clear Street
Co-Managers
B. Riley Securities
H.C. Wainwright & Co.
Maxim Group LLC
StoneX
The date of this prospectus supplement is
,
2026.
TABLE OF CONTENTS
Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-iii
INCORPORATION BY REFERENCE
S-iii
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
S-v
PROSPECTUS SUMMARY
S-1
THE OFFERING
S-2
RISK FACTORS
S-7
USE OF PROCEEDS
S-14
DESCRIPTION OF SATS STOCK
S-15
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-31
UNDERWRITING
S-37
LEGAL MATTERS
S-44
EXPERTS
S-44
Prospectus
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
S-
i
ABOUT THIS PROSPECTUS
SUPPLEMENT
This document consists of
two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and supplements information
contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus. The second part is the accompanying prospectus, which describes more general information, some of which may not apply to this
offering. You should read both this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference.
This prospectus supplement
relates to an offering of our SATS Stock. Before investing in our SATS Stock offered by this prospectus supplement, we urge you to carefully
read this prospectus supplement and the accompanying prospectus, together with the information incorporated by reference as described
under “
Where You Can Find More Information
” and “
Incorporation by Reference
” in this prospectus
supplement. These documents contain important information that you should consider when making your investment decision.
This
prospectus supplement is part of a registration statement that we filed with the SEC as a “well-known seasoned issuer” as
defined in Rule 405 under the Securities Act of 1933, as amended (the “
Securities Act
”), utilizing a “shelf”
registration process. By using a shelf registration statement, we may sell an unspecified amount of securities from time to time.
To the extent the information
contained in this prospectus supplement differs from or conflicts with the information contained in any document incorporated by reference,
the information in this prospectus supplement will control. If any statement in one of these documents is inconsistent with a statement
in another document having a later date - for example, a document incorporated by reference into this prospectus supplement - the statement
in the document having the later date modifies or supersedes the earlier statement.
We have not, and the underwriters
have not, authorized anyone to provide you with different information or to make any representation other than those contained in, or
incorporated by reference into this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or
on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as
to the reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information
or representation, you should not rely on them. This prospectus supplement and the accompanying prospectus do not constitute an offer
to sell or the solicitation of an offer to buy our SATS Stock in any circumstances in which such offer or solicitation is unlawful. You
should assume that the information appearing in this prospectus supplement, the accompanying prospectus and any related free writing prospectus
and the documents incorporated by reference is accurate only as of their respective dates, regardless of the time of delivery of this
prospectus supplement, the accompanying prospectus or any related free writing prospectus or any sale of our SATS Stock. Our business,
financial condition, results of operations and prospects may have changed materially since those dates.
We further note that the
representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated
by reference into this prospectus supplement and the accompanying prospectus was made solely for the benefit of the parties to such agreement,
including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our business, financial
condition, results of operations or prospects.
You should not consider any
information in this prospectus supplement and the accompanying prospectus to be investment, legal or tax advice. You should consult your
own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of our SATS
Stock offered by this prospectus supplement.
Unless the context requires
otherwise, references in this prospectus supplement to “Strive,” the “Company,” the “Registrant,”
“we,” “us” and “our” refer to Strive, Inc. (which was, until September 12, 2025, known as Asset Entities
Inc.) together with its consolidated subsidiaries.
S-
ii
WHERE YOU CAN FIND
MORE INFORMATION
We have filed with the U.S.
Securities and Exchange Commission a registration statement (including amendments and exhibits to the registration statement) on Form
S-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.
Copies of certain information filed by us with the SEC are also available on our website at http://www.strive.com. Our website is not
a part of this prospectus supplement and is not incorporated by reference in this prospectus supplement.
This prospectus supplement
is part of a 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 registration statement. The full registration statement may be obtained from the SEC or us, as provided below. You should review
the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities
we are offering. Statements in this prospectus supplement concerning any document we filed as an exhibit to the registration statement
or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should
review the complete document to evaluate these statements.
INCORPORATION BY
REFERENCE
We file annual, quarterly
and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended (the “
Exchange
Act
”). Our SEC filings are available from the SEC’s Internet site at http://www.sec.gov, which contains reports, proxy
and information statements, and other information regarding issuers, like us, who file reports electronically with the SEC.
The SEC allows us to “incorporate
by reference” into this prospectus supplement the information we file with them, which means that we can disclose important information
to you by referring you to those documents. Any statement contained or incorporated by reference in this prospectus supplement shall be
deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained herein, or in
any subsequently filed document which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.
We incorporate by reference the documents listed below (excluding any portions of such documents that have been “furnished”
but not “filed” for purposes of the Exchange Act):
(a)
our Annual Report on
Form
10-K
for the year ended December 31, 2025, filed with the SEC on March 19, 2026 (the “
Annual Report
”);
(b)
our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2026, filed with the SEC on
May 14, 2026
, and June 30,
2026, filed with the SEC on
August
10, 2026
;
(c)
our Current Reports on Form 8-K filed with the SEC on
September
23, 2025
,
November 14,
2025
,
January 5,
2026
,
January 13,
2026
,
January 15,
2026
,
January 16, 2026
,
January
21, 2026
,
January
22, 2026
,
January
28, 2026
,
February 3,
2026
,
February, 13,
2026
,
March 11,
2026
,
March 19,
2026
,
March 30,
2026
,
April 6,
2026
,
April 15,
2026
,
April 27,
2026
,
May 1, 2026
,
May
4, 2026
,
May 14,
2026
,
May 14,
2026
,
May 19,
2026
,
May 26,
2026
,
June 1,
2026
,
June 2,
2026
,
June 8,
2026
,
June 8,
2026
,
June 15,
2026
,
June 15,
2026
,
June 22,
2026
,
June 29,
2026
,
July 6,
2026
,
July 13,
2026
,
July 15,
2026
,
July 20,
2026
,
July 27,
2026
,
August 3,
2026
,
August 10,
2026
,
August 10,
2026
,
August 14,
2026
,
August 17,
2026
,
August 24,
2026
,
August 31,
2026
,
September 8,
2026
,
September 14,
2026
,
September 15,
2026
,
September 21,
2026
,
September 28,
2026
,
October 5,
2026
,
October 13, 2026
and
October 13, 2026
;
(d)
the description of our Class B common stock contained in our Registration Statement on
Form
8-A
(File No. 001-41612), filed with the SEC on February 2, 2023, pursuant to Section 12(b) of the Exchange Act, as the description
therein has been updated and superseded by the description in the section entitled “
Description of Capital Stock
” in
the base prospectus included in the Form S-3 filed with the SEC on
September
15, 2025
.
All documents we file pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus supplement and before all of the securities
offered by this prospectus supplement are sold are incorporated by reference in this prospectus supplement from the date of filing of
the documents, except for information furnished under Item 2.02 and Item 7.01 of Form 8-K, which is not deemed filed and not incorporated
by reference herein. Information that we file with the SEC will automatically update and may replace information in this prospectus supplement
and information previously filed with the SEC.
S-
iii
You may obtain any of these
incorporated documents from us without charge, excluding any exhibits to these documents unless the exhibit is specifically incorporated
by reference in such document, by requesting them from us in writing or by telephone at the following address and telephone number:
Strive, Inc.
200 Crescent Court, Suite 1400
Dallas, TX 75201
Attention: Investor Relations
(855) 427-7360
Documents may also be available
on our website at http://investors.strive.com. Information contained on our website does not constitute part of this prospectus supplement.
S-
iv
SPECIAL NOTE ON
FORWARD-LOOKING STATEMENTS
This prospectus supplement,
including the documents that we incorporate by reference herein, contains, and any related free writing prospectus including the documents
we incorporate by reference therein may contain, forward-looking statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act, including statements regarding our future financial condition, business strategy and plans and objectives
of management for future operations. Forward-looking statements include all statements that are not historical facts. In some cases, you
can identify forward-looking statements by terminology such as “believe,” “will,” “may,” “estimate,”
“continue,” “anticipate,” “intend,” “should,” “plan,” “might,”
“approximately,” “expect,” “predict,” “could,” “would,” “potentially,”
“contemplate,” “project,” “assume,” “forecast,” “target,” “budget,”
“outlook,” “trend,” “guidance,” “objective,” “goal,” “strategy,”
“opportunity” or the negative of these terms or other similar expressions. Forward-looking statements appear in a number of
places throughout this prospectus supplement and include statements regarding our intentions, beliefs, projections, outlook, analyses
or current expectations concerning, among other things:
·
our ability to implement and maintain a bitcoin treasury strategy, including with respect to the financing,
acquisition and custody of bitcoin;
·
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,
including with respect to our bitcoin and its custodial partners;
·
changes in applicable laws, regulations or permits affecting our operations or the industries in which
we operate;
·
the possibility that we may be adversely affected by other economic, business or competitive factors,
including factors affecting the industries in which we operate or upon which we rely and are dependent;
·
the possibility that our reliance on information technology in our operations, and any material failure,
inadequacy, interruption or security failure of that technology could harm our business, and further, cybersecurity incidents could have
a 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
future 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
a change of control;
·
certain provisions of Nevada law and our articles of incorporation and bylaws that may deter third parties
from acquiring us;
·
the fact that we do not anticipate paying any cash dividends in the foreseeable future on our Class A
common stock, par value $0.001 per share (the “
Class A Common Stock
”);
·
dilution caused by issuance of additional shares of our Class A common stock, Variable Rate Series A Perpetual
Preferred Stock (“
SATA Stock
”) or SATS Stock;
·
the outcome of any legal proceedings that may be instituted against us;
·
the possibility that the anticipated benefits of the merger transaction with Semler Scientific, Inc. (“
Semler
”
or “
Semler Scientific
”) (the “
Semler Scientific Merger
”) are not realized when expected or at all,
including as a result of changes in, or problems arising from, implementation of bitcoin treasury strategies and risks associated with
bitcoin and other digital assets,
S-
v
general economic and
market conditions, interest and exchange rates, monetary policy, and laws and regulations and their enforcement;
·
potential adverse reactions of our clients and customers or changes to business or employee relationships,
including those resulting from the completion of the Semler Scientific Merger;
·
the diversion of management’s attention from ongoing business operations and opportunities;
·
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
analyses and projections;
·
our expectations regarding demand for, and market acceptance of, our services;
·
our expectations regarding our relationships with investors, institutional funding partners and other
parties with whom we collaborate;
·
fluctuations in general economic and business conditions in the markets in which we operate;
·
relevant government policies and regulations relating to our industry;
·
use of proceeds from the sale of share of our SATS Stock under this prospectus supplement, if any; and
·
other risks described in our filings with the SEC, including under the heading “
Risk Factors
”
in our Annual Report on Form 10-K and any subsequent filings with the SEC.
Forward-looking statements
relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that
could cause our actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by
these forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions
and subject to such risks, uncertainties and other factors. Discussions containing forward-looking statements may be found, among other
places, in the section entitled “
Risk Factors
” in this prospectus supplement, and the sections entitled “
Business
,”
“
Risk Factors
” and “
Management’s Discussion and Analysis of Financial Condition and Results of Operations
”
S-
vi
contained in the documents incorporated
by reference herein, including our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, as well as any amendments
thereto.
The forward-looking statements
contained in this prospectus supplement represent our judgment as of the date of this prospectus supplement. We caution readers not to
place undue reliance on such statements. Except as required by law, we undertake no obligation to update publicly any forward-looking
statements for any reason, even if new information becomes available or other events occur in the future. All subsequent written and oral
forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary
statements contained above and throughout this prospectus supplement.
All forward-looking statements
contained in this prospectus supplement or any related free writing prospectus or any document incorporated by reference herein or therein
are qualified in their entirety by this cautionary statement.
S-
vii
PROSPECTUS SUMMARY
This summary does not
contain all of the information that you should consider before investing in our SATS Stock offered by this prospectus supplement. Before
making an investment decision, you should carefully read this prospectus supplement and the accompanying prospectus, including the “Risk
Factors” section, as well as our financial statements, including the accompanying notes, and the other information incorporated
by reference herein and therein and the information in any related free writing prospectus that we may authorize for use in connection
with this offering of our SATS Stock.
Strive is a structured finance
company and institutional asset manager focused on disciplined capital allocation and long term value creation. We have strategically
adopted bitcoin as our hurdle rate for capital deployment because of our fiduciary duty to maximize long-term value for stockholders,
and compounding purchasing power over time. Relative to a traditional depreciating fiat-denominated benchmark, implementing a bitcoin
hurdle rate establishes a higher level of accountability and strategic investment discipline, since our decisions are measured against
an asset we believe will appreciate over time.
Strive’s operating
business generates stockholder value through disciplined balance sheet management and the growth of our bitcoin holdings. Our SATA Stock
exemplifies this approach, a publicly traded security that aims to provide investors with consistent cash flows and minimal volatility,
while enabling Strive to capture the spread between SATA Stock’s financing cost and the potential long term return of bitcoin.
Beyond balance sheet strategy,
Strive is focused on advancing innovation within the capital markets by modernizing established financing structures. The Company has
developed our SATA Stock, our initial perpetual preferred equity instrument, that incorporates an at the market (“ATM”) program,
creating a flexible and continuous capital formation mechanism. This approach transforms a historically static capital structure into
a dynamic and adaptive capital funding platform. Through these innovations, Strive seeks to combine legacy market frameworks with modern
assets, positioning the Company at the intersection of institutional finance and a bitcoin based reserve strategy.
On September 22, 2025, Strive,
Inc. entered into that certain Agreement and Plan of Merger (the “
Semler Scientific Merger Agreement
”) with Semler
Scientific. On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary
of Strive merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary
of Strive. Through the acquisition of Semler Scientific, Strive acquired Semler Scientific's existing bitcoin reserve as well as Semler
Scientific’s operating business, which develops and markets technology products and services that assist customers in evaluating
and treating chronic diseases.
As of June 30, 2026, Strive
managed over $2.8 billion in assets under management (“
AUM
”) across  exchange-traded funds. This business
provides recurring, fee-based revenue streams which increase with AUM. Beginning in fiscal year 2026, the Company plans to operate our
asset-management segment within a single-digit-million dollar operating loss to single-digit-million dollar operating profit range.
Our Bitcoin Strategy
Our bitcoin strategy generally
involves from time to time, subject to market conditions and the need for cash and cash equivalents to meet short-term working capital
requirements, acquiring bitcoin through open market purchases using available cash, which may be raised from our operating activities
as well as capital raising initiatives, such as issuing equity and fixed income offerings, among other capital raise strategies.
As of October 9, 2026, we
held approximately 32,773 bitcoin, with a total cost of $2.9 billion and a fair value of $2.7 billion, which were acquired at an average
price of $89,353, including fees and expenses. In addition, we held $310.3 million of cash and cash equivalents and shares of Variable
Rate Series A Perpetual Stretch Preferred Stock of Strategy Inc. (the "
STRC Stock
") with a fair value of $50.3 million.
S-
1
THE OFFERING
The summary below describes
the principal terms of the SATS Stock. Certain of the terms of the SATS Stock described below are subject to important limitations and
exceptions that are described in more detail under the caption “Description of SATS Stock.” As used in this section, (i) “we,”
“our” and “us” refer to Strive, Inc. together with its consolidated subsidiaries; and (ii) “SATS preferred
stockholder” refers to a registered holder of the SATS Stock.
Issuer
Strive, Inc., a Nevada corporation.
Securities Offered
15.00% Series A Perpetual SATS Preferred Stock, which we refer to as the “
SATS Stock
.”
Amount Offered
5,000,000 shares of SATS Stock.
Public Offering Price
$
per share of SATS Stock.
Settlement
, 2026 (the “
settlement date
”), which is the
business day after the initial trade date for the SATS Stock (this settlement cycle being referred to as “
T+
). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally must settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade SATS Stock before the business day before the settlement date must, because the SATS Stock initially will settle T+        , specify an alternate settlement cycle at the time of such trade to prevent a failed settlement. Those purchasers should consult their advisors.
Stated Amount
$100 per share of SATS Stock
Liquidation Preference
Initially $100 per share of SATS Stock. The liquidation preference will be subject to adjustment in the manner described in this
prospectus supplement. However, the liquidation preference will not be adjusted to an amount that is less than $100 per share.
Regular Dividend Payment Dates
Each business day (as such term is defined in “Description of SATS Stock”), beginning on November 9, 2026, subject to declaration by our board of directors or any duly authorized committee thereof as discussed below.
Regular Record Dates
With respect to any regular dividend payment date, the business day immediately preceding the business day on which such regular dividend payment date occurs.
Regular Dividends
The SATS Stock will accumulate cumulative dividends, which we refer to as “regular dividends,” at a rate per annum
equal to 15.00% on the stated amount thereof, regardless of whether or not declared or funds are legally available for payment. Subject
to the other provisions described in this prospectus supplement, regular dividends will be payable when, as, and if declared by our board
of directors or any duly authorized committee thereof, out of funds legally available for their payment, in arrears on each regular dividend
payment date to the SATS preferred stockholders of record as of the close of business on the regular record date immediately preceding
the applicable regular dividend payment date.
We currently anticipate we will declare the first dividend payment on November 9, 2026. If declared in full, the first scheduled
regular dividend on the SATS Stock payable  November 9, 2026 will include all accrued and unpaid dividends from and after the
closing date, and will be approximately $              per share,
assuming that the closing of this offering occurs on              ,
2026.
See “Description of SATS Stock—Regular Dividends.”
We expect to fund any dividends paid in cash on the SATS Stock primarily through additional capital raising activities, including,
but not limited to, at-the-market offerings of our securities. See “Risk Factors—Risks Related to this Offering
and Our SATS Stock—We may 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 Stock. In addition,
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regulatory and contractual restrictions may prevent us from declaring or paying dividends.”
Dividend Reserve
At the closing of this offering, we
intend to increase our existing dividend reserve in an amount equal to the first 18 months of dividend payments calculated as of the date
of this offering (the “
Dividend Reserve
”) by depositing an equivalent of $22.50 per 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 the value of such securities at the closing
of this offering). Subject to compliance with Nevada law and any other applicable requirements, we may make dividend distributions from
the Dividend Reserve or from any other account maintained by us to the holders of the then-outstanding SATS Stock following the closing
of this offering.
We intend to invest the proceeds of the Dividend
Reserve in various capital preservation instruments, including short-term investment grade, interest-bearing securities, and money-market
funds. Any investment income earned from the Dividend Reserve will be remitted to us to use for working capital or general corporate
purposes, including the acquisition of additional bitcoin.
No Preemptive and Conversion Rights
The SATS Stock will not be convertible into or exchangeable for any other securities or property and will not be entitled to any preemptive or similar rights.
Optional Redemption
We will have the right, at our election,
to redeem all, and not less than all, of the SATS Stock, at any time, for cash if the total number of shares of all SATS Stock then outstanding
is less than 25% of the total number of shares of SATS Stock originally issued in this offering and in any future offering taken together.
The redemption price for any SATS Stock to be redeemed will be a cash amount equal to the liquidation preference of the SATS Stock as
of the business day before the date we send the related redemption notice, plus accumulated and unpaid regular dividends, if any, that
will have accrued to, and including, the redemption date.
See “Description of SATS Stock—Redemption
at Our Option—Optional Redemption.”
Redemption Upon Tax Event
In addition to the redemption right
described above, we will have the right, at our election, to redeem all, and not less than all, of the SATS Stock, at any time, for cash
if a “
tax event
” (as defined in this prospectus supplement) occurs. We refer to a redemption pursuant to this provision
as a “
tax redemption
.” The redemption price for any share of SATS Stock to be redeemed pursuant to a tax redemption
will be a cash amount equal to the liquidation preference of such share as of the business day before the date we send the related redemption
notice, plus accumulated and unpaid regular dividends, if any, that will have accrued to, and including, the redemption date.
See “Description of SATS Stock—Redemption
at Our Option—Tax Redemption.”
Repurchase at the Option of the SATS preferred stockholders After a Fundamental Change
If a “
fundamental change
”
(as defined in this prospectus supplement) occurs, then, except as described in this prospectus supplement, SATS preferred stockholders
will have the right (which we refer to as the “
fundamental change repurchase right
”) to require us to repurchase some
or all of their shares of SATS Stock at a cash repurchase price equal to the stated amount of the SATS Stock to be repurchased, plus accumulated
and unpaid regular dividends, if any, that will have accrued to, and including, the fundamental change repurchase date.
See “Description of SATS Stock—Fundamental
Change Permits SATS preferred stockholders to Require Us to Repurchase SATS Stock.”
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Lockup
We will not, until the earlier of (i) the first date on which SATS Stock is listed for trading on The Nasdaq Global Market or (ii) 15 days following the trade date, offer, issue or sell any additional shares of SATS Stock, subject to certain exceptions, including the issuance of SATS Stock in this offering.
Voting Rights
The SATS Stock will have no voting rights
except as described in this prospectus supplement or as provided in our articles of incorporation or required by the Nevada Revised Statutes.
Subject to the exceptions and limitations
described in this prospectus supplement, the affirmative vote or consent of SATS preferred stockholders, and holders of each class or
series of voting parity stock, if any, with similar voting or consent rights with respect to such event, representing at least a majority
of the combined outstanding voting power of the SATS Stock and such voting parity stock will be required for certain transactions or events,
including (i) certain amendments to our articles of incorporation or the certificate of designation establishing the terms of the
SATS Stock; (ii) certain consolidations, combinations and mergers involving us; and (iii) certain binding or statutory share
exchanges or reclassifications involving the SATS Stock.
See “Description
of SATS Stock—Voting Rights.”
Ranking
The SATS Stock will rank as follows:
·
senior to (i) “
dividend junior
stock
” (as defined in this prospectus supplement, and which includes our Class A Common Stock and our Class B Common Stock)
with respect to the payment of dividends; and (ii) “
liquidation junior stock
” (as defined in this prospectus supplement,
and which includes our Class A Common Stock and our Class B Common Stock) with respect to the distribution of assets upon our liquidation,
dissolution or winding up;
·
equally with (i) “
dividend
parity stock
” (as defined in this prospectus supplement) with respect to the payment of dividends; and (ii) “
liquidation
parity stock
” (as defined in this prospectus supplement) with respect to the distribution of assets upon our liquidation, dissolution
or winding up;
·
junior to  (i) “dividend
senior stock” and “liquidation senior stock” (as those terms are defined in this prospectus supplement, and which include
our SATA Stock), and (ii) any future indebtedness; and
·
structurally junior to all existing
and future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) capital stock
of our subsidiaries.
The terms of the SATS Stock will not
restrict us from issuing dividend senior stock, dividend parity stock, liquidation senior stock or liquidation parity stock.
As of October 9, 2026, we had no
consolidated indebtedness outstanding. Additionally, as of October 9, 2026, there were 14,030,176 shares of SATA Stock outstanding, and
there were no shares of dividend parity stock or liquidation parity stock outstanding. Our SATA Stock and future indebtedness would rank
senior to the SATS Stock.
Transfer Agent and Paying Agent for the SATS Stock
VStock Transfer, LLC.
Listing and At-the-Market Offering
No public market currently exists for the SATS Stock. We have applied to list the SATS Stock on The Nasdaq Global Market under the symbol “SATS.” If the listing is approved, we expect trading to commence within 30 days after the date the SATS Stock is first issued. We also intend to commence an at-the-market offering of SATS
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Stock as soon as reasonably practicable following the listing of SATS Stock on The Nasdaq Global 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 we would commence an at-the-market offering of SATS Stock.
Use of Proceeds
We intend to use the net proceeds from this offering for general corporate purposes, including, among other
things, the acquisition of bitcoin and bitcoin-related products and for working capital, the purchase of income generating assets to
grow our business, other capital expenditures, and/or repurchases of shares of our Class A Common Stock or SATA Stock. We may also use
such proceeds to fund acquisitions of businesses, assets or technologies that complement our current business. Our management will retain
broad discretion over the allocation of the net proceeds from the sale of the shares of our SATS Stock offered by this prospectus supplement.
See “Use of Proceeds” beginning on page S-14 of this prospectus supplement.
Bitcoin is a highly volatile asset that has traded below approximately $58,000 per bitcoin and above approximately $115,000 per bitcoin in our principal market in the 12
months preceding the date of this prospectus supplement. Bitcoin does not pay interest or other returns and so our ability to generate
cash from our bitcoin holdings depends on sales or the development of other yield-generating opportunities. Future fluctuations in bitcoin
trading prices may result in our converting bitcoin purchased with the net proceeds from this offering into cash with a value substantially
below the net proceeds from this offering, and there can be no assurance as to whether or when we will realize any cash proceeds from
our contemplated acquisition of bitcoin.
Directed Share Program
At our request, the underwriters have reserved up to 250,000 shares of SATS Stock, or 5% of the SATS Stock offered by this prospectus supplement, for sale at the public offering price through a directed share program to certain of our employees, officers and directors based in the United States and their friends and family members, and certain other individuals identified by management. The number of shares of SATS Stock available for sale to the general public will be reduced to the extent that such persons purchase such reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. Fidelity Brokerage Services LLC and Fidelity Capital Markets, a division of National Financial Services LLC, a selling group member in this offering, will administer our directed share program. See “Underwriting—Directed Share Program.”
Risk Factors
See the section titled “Risk Factors” beginning on page S-7 of this prospectus supplement and in the documents incorporated herein by reference for a discussion of certain factors you should carefully consider before deciding to invest in shares of our SATS Stock.
Material U.S. Federal Income Tax Considerations
For a description of material U.S. federal income tax consequences of purchasing, owning, and disposing of the SATS Stock, see “Material U.S. Federal Income Tax Considerations.”
Book-Entry Form
We will initially issue the SATS Stock in the form of one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (which we refer to as “
DTC
”), which we will deposit with the transfer agent as custodian for DTC. Beneficial interests in global certificates will be shown on, and transfers of SATS Stock represented by global certificates will be effected only through, the records maintained by DTC. Except in limited circumstances, we will not issue physical certificates representing any SATS Stock. See “Description of SATS Stock—Book Entry, Settlement and Clearance.”
Shares Outstanding After This Offering
Immediately after the consummation of this offering, 5,000,000 shares 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 Stock will be outstanding. For purposes of this
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calculation, we have used 101,169,907 shares of Class A 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 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 shares of Class B Common Stock that are issued and outstanding and 15,255,900 shares underlying unexercised warrants to purchase shares of Class A Common Stock, in each case issued and outstanding as of October 9, 2026, nor does such figure include restricted stock awards or shares issuable in connection with our equity award plans.
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RISK FACTORS
An investment in our securities
involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks described
below and discussed under the sections captioned “Risk Factors” contained in our most recent Annual 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 to our risk factors reflected in
subsequent filings with the SEC, which are incorporated by reference into this prospectus supplement and the accompanying prospectus,
in their entirety, together with other information in this prospectus supplement and the accompanying prospectus and the information and
documents incorporated by reference herein and therein, and in any related free writing prospectus that we have authorized for use in
connection with this offering. If any of these risks actually occurs, our business, financial condition, results of operations or cash
flow could be seriously harmed. This could cause the trading price of the
SATS Stock
to decline, resulting in a loss of all or
part of your investment. Some statements included in this prospectus supplement and the accompanying prospectus and in the documents incorporated
by reference herein and therein constitute forward-looking statements. See “Special Note On Forward-Looking Statements” and
“Where You Can Find More Information” and “Incorporation By Reference.”
Unless the context otherwise
requires, all references in this section to “we,” “us,” “our,” or “Strive” refer to Strive,
Inc. together with its consolidated subsidiaries.
Risks Related to this Offering and Our SATS Stock
Although the 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 preferred
equity and any future indebtedness, structurally junior to any liabilities of our subsidiaries and subject to the rights and preferences
of any other class or series of preferred stock then outstanding.
If we liquidate, dissolve
or wind up, whether voluntarily or involuntarily, then our assets will be available to distribute to our equity holders, including holders
of SATS Stock, only if all of our then-outstanding indebtedness is first paid in full. The remaining assets, if any, would then be allocated
among the holders of our equity securities in accordance with their respective liquidation rights. Since our SATA Stock is liquidation
senior stock, we would be required to pay the amounts due on such liquidation senior stock in full before making any payments on the SATS
Stock. If we issue any additional liquidation senior stock in the future, then we would also be required to pay the amounts due upon such
additional liquidation senior stock in full before making any payments on the SATS Stock. If any assets remain after any liquidation senior
stock is paid in full, those assets will be distributed pro rata among holders of the SATS Stock and any other liquidation parity stock
then outstanding. There may be insufficient remaining assets available to pay the liquidation preference and any accumulated and unpaid
accrued dividends on the SATS Stock. As of October 9, 2026, we had no consolidated indebtedness outstanding. As of October 9, 2026, no
dividend parity stock or liquidation parity stock was outstanding. Our SATA Stock and any future indebtedness 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
addition, our subsidiaries will have no obligation to pay any amounts on the SATS Stock. If any of our subsidiaries liquidates, dissolves
or winds up, whether voluntarily or involuntarily, then we, as a direct or indirect common equity owner of that subsidiary, will be subject
to the prior claims of that subsidiary’s creditors, including trade creditors and preferred equity holders. We may never receive
any amounts from that subsidiary, and, accordingly, the assets of that subsidiary may never be available to make payments on the SATS
Stock.
We may 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 Stock. In addition,
regulatory and contractual restrictions may prevent us from declaring or paying dividends.
At
the closing of this offering, we intend to increase our existing dividend reserve in an amount equal to the first 18 months of dividend
payments calculated as of the date of this offering (the “
Dividend Reserve
”) by depositing an equivalent of $22.50
per 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 the
value of such securities at the closing of this offering). Subject to compliance with Nevada law and any other applicable requirements,
we may make dividend distributions from the Dividend Reserve or from any other account maintained by us to the holders of the then-outstanding
SATS Stock following the closing of this offering (the “Closing”). Following the 18-month period after the Closing, we expect
to fund any dividends paid in cash on the SATS Stock primarily through additional capital raising activities, including, but not limited
to, at-the-market offerings of our securities.
Our ability to declare and
pay cash dividends on the SATS Stock will depend on many factors, including the following:
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·
our financial condition, including the amount of cash we have on hand;
·
the amount of cash, if any, generated by our operations and financing activities (including our ability
to raise additional capital from the equity capital markets on favorable terms or at all);
·
our anticipated financing needs, including the amounts needed to service our indebtedness or other obligations,
which may be impacted by our ability to sell equity which is reliant on maintaining effective registration statements, certain market
conditions, such as sufficient liquid trading volume for our stock, the market price of our securities, the value of our bitcoin holdings,
investor sentiment and the general public perception of bitcoin, our strategy and our value proposition;
·
the degree to which we decide to reinvest any cash generated by our operations or financing activities
to fund our future operations;
·
the ability of our subsidiaries to distribute funds to us;
·
regulatory restrictions on our ability to pay dividends, including under the Nevada Revised Statutes;
·
our ability to sell equity securities under existing or new at-the-market offering programs; and
·
contractual restrictions on our ability to pay dividends.
In addition, our board of
directors or any duly authorized committee thereof may choose not to declare or pay accrued dividends, or to declare and 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 accrued dividends
on the SATS Stock in full. In addition, if we fail to declare and pay accrued dividends on the SATS Stock in full, then the value of the
SATS Stock will likely decline.
Provisions contained in the
instruments governing our future indebtedness may restrict or prohibit us from paying cash dividends on the SATS Stock. If the terms of
our indebtedness restrict or prohibit us from paying dividends, then we may seek to refinance that indebtedness or seek a waiver that
would permit the payment of dividends. However, we may be unable or may choose not to refinance the indebtedness or obtain a waiver.
Under the Nevada Revised
Statutes, we may declare dividends on the SATS Stock if, after giving each dividend effect, we are able to pay our debts 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 the amount that would
be needed, if we were to be dissolved immediately after the time of the dividend, to satisfy the preferential rights upon such dissolution
of holders of shares of any class or series of our capital stock having preferential rights superior to those receiving the dividend.
If we fail to declare and
pay full dividends on our SATA Stock, we will be prohibited from paying dividends on the SATS Stock. Moreover, if 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 Stock and any other junior
securities, subject to limited exceptions. Further, no dividends may be declared or paid on any class or series of dividend parity stock
unless regular dividends are simultaneously declared on the SATS Stock on a pro rata basis (as described further under the caption “Description
of SATS Stock—Regular Dividends—Priority of Dividends; Limitation on Junior Payments; No Participation Rights— Limitation
on Dividends on Parity Stock”).
We have not engaged an
escrow or independent third-party agent to manage the distribution of dividends, nor entered into an escrow agreement or other similar
arrangement.
We have not engaged, and do not intend to engage,
an escrow or independent third-party agent to manage the distribution of dividends, nor entered into, and do not intend to enter into,
an escrow agreement or other similar arrangement. While we intend to manage the distribution of dividends in good faith, there will not
be independent custodianship of the funds allocated for distribution to the holders of SATS Stock as dividends, which may result in the
mismanagement or misallocation of such funds. In addition, the absence of an escrow or independent third-party agent imposes additional
operational and administrative burdens on senior management, and holders of SATS Stock may experience delayed or incorrect distributions
of their dividends.
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The SATS Stock has only
limited voting rights.
The SATS Stock confers no voting rights except
with respect to certain amendments to the terms of the SATS Stock, and certain other limited circumstances described in this prospectus
supplement and except as required by the Nevada Revised Statutes. Holding SATS Stock will not confer the right to vote together with holders
of our Class A Common Stock on matters on which our holders of Class A Common Stock are entitled to vote. For example, holders of SATS
Stock, as such, do not have the right to vote in the general election of our directors and do not have any additional voting rights upon
non-payment of regular dividends such as the right to elect any directors to our board of directors. Accordingly, the voting provisions
of the SATS Stock may not afford you with meaningful protections for your investment.
We may issue preferred
stock in the future that ranks equally with or senior to the SATS Stock with respect to dividends and liquidation rights, which may adversely
affect the rights of SATS preferred stockholders.
Without the consent of any
holder of SATS Stock, we may authorize and issue preferred stock (including additional SATS Stock or SATA Stock) that ranks equally with
or senior to the SATS Stock with respect to the payment of dividends or the distribution of assets upon our liquidation, dissolution or
winding up. If we issue any such preferred stock in the future, the rights of holders of the SATS Stock will be diluted and the value
of the SATS Stock may decline. For example, if we issue any dividend senior stock in the future (including additional SATA Stock), such
dividend senior stock could contain (or, in the case of our SATA Stock, contain) provisions that prohibit us from paying dividends on
the SATS Stock or purchasing, redeeming or acquiring the SATS Stock until and unless we first pay accumulated dividends in full on such
dividend senior stock.
There is currently no
trading market for the SATS Stock. If an active trading market does not develop for the SATS Stock, then holders of the SATS Stock may
be unable to sell their SATS Stock at desired times or prices, or at all.
The SATS 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 Market under the symbol
“SATS.” If the listing is approved, we expect trading to commence within 30 days after the date the SATS Stock is first issued.
However, our listing application may not be approved. If our listing application is not approved, then the SATS Stock will not be listed
on The Nasdaq Global Market. Investors should assume that they may not be able to liquidate their investment for some time, if ever, or
be able to pledge their SATS Stock as collateral. Moreover, even if the listing is approved, a liquid trading market for the SATS Stock
may not develop or be maintained, and the listing may be subsequently withdrawn. Accordingly, you may not be able to sell your SATS Stock
at the times you wish to or at favorable prices, if at all.
The liquidity of the trading
market, if any, and future trading prices of the SATS Stock will depend on many factors, including, among other things, prevailing interest
rates, our dividend yield, financial condition, results of operations, business, prospects and credit quality relative to our competitors,
the market for similar securities and the overall securities market. Many of these factors are beyond our control.
Market volatility could significantly
harm the market for the SATS Stock, regardless of our financial condition, results of operations, business, prospects or credit quality.
In addition, we currently
anticipate that a portion of the SATS Stock sold in connection with this offering will, at our request, be offered to non-institutional
investors through Fidelity Brokerage Services LLC, via their online brokerage platform. Fidelity Brokerage Services LLC and Fidelity Capital
Markets, a division of National Financial Services LLC will act as a selling group member for this offering. Such platform is not associated
with us and there may be risks associated with the use of such platform that we cannot foresee, including risks related to the technology
and operation of such platform, and the publicity and the use of social media by users of such platform that we cannot control.
The condition of the financial
markets, prevailing interest rates and other factors could significantly affect the value o
f the SATS Stock.
The condition of the financial
markets and changes in prevailing interest rates can have an adverse effect on the value of the SATS Stock. For example, prevailing interest
rates have fluctuated in the past and are likely to fluctuate in the future, and we would expect an increase in prevailing interest rates
to depress the value of the SATS Stock. An increase in short- or long-term interest rates, including as 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 sales, or the perception
of future sales, of our debt instruments, SATS Stock, or other classes or series of liquidation senior stock, liquidation parity stock,
dividend senior stock or dividend parity stock could depress the price of the SATS Stock.
We may issue and sell notes,
shares of SATS Stock, shares of SATA Stock or other classes or series of liquidation senior stock, liquidation parity stock, dividend
senior stock or dividend parity stock in subsequent offerings to raise capital, or may issue such securities for other purposes, including
in connection with the acquisition of additional bitcoin. We cannot predict the size and terms of future issuances of such securities
or the effect, if any, that future issuances and sales of such securities will have on the market price of the SATS Stock.
Transactions involving newly
issued debt, SATS Stock, SATA Stock or other series of liquidation senior stock, liquidation parity stock, dividend senior stock or dividend
parity stock could result in a decrease in the market price of our SATS Stock.
Holders of SATS Stock
may be treated as receiving deemed distributions, and consequently may be subject to tax with respect to the SATS Stock under certain
circumstances, even though no corresponding distribution of cash has been made.
Under Section 305 of
the Internal Revenue Code of 1986, as amended (the “
Code
”), holders of SATS Stock may be treated as receiving a deemed
distribution on the SATS Stock under certain circumstances, including (i) an increase in the liquidation preference of the SATS Stock
or (ii) if the SATS Stock is issued at a discount. The liquidation preference of the SATS Stock will be subject to adjustment in
the manner described in this prospectus supplement, which adjustment may result in an increase in the liquidation preference. In addition,
if our board of directors does not declare a dividend on the SATS Stock in respect of any dividend period before the related dividend
payment date, the deferred dividend may be treated as an increase in the liquidation preference of the SATS Stock. In either case, any
increase in the liquidation preference could give rise to a deemed dividend to holders of SATS Stock. Although the matter is not entirely
clear, we believe any such adjustment of liquidation preference in the manner described in this prospectus supplement, deferred dividend
or discount should not be treated as giving rise to a deemed distribution on the SATS Stock. However, there is no assurance that the Internal
Revenue Service (“
IRS
”) or an applicable withholding agent will not take a contrary position.
Any deemed distribution will
generally be taxable to the same extent as a cash distribution. In addition, for any SATS preferred stockholder that is a “
non-U.S. holder
”
(as defined in “Material U.S. Federal Income Tax Considerations”), any deemed 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 treaty. Because deemed distributions received by
a holder of SATS Stock would not give rise to any cash from which any applicable withholding tax could be satisfied, if we (or an applicable
withholding agent) pay withholding (including backup withholding) on behalf of a holder of SATS Stock, we (or an applicable withholding
agent) may set off any such payment against, or withhold such taxes from, payments of cash 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 arrangements with respect to such withholding
taxes.
The application of the rules
under Section 305 of the Code to the SATS Stock is uncertain, and holders of SATS Stock should consult their tax advisors about the
impact of these rules in their particular situations.
Holders of SATS Stock
may not be entitled to the dividends-received deduction or preferential tax rates applicable to qualified dividend income.
Distributions paid to corporate
U.S. holders may be eligible for the dividends-received deduction and distributions paid to non-corporate U.S. holders may be
subject to tax at the preferential tax rates applicable to “qualified dividend income” if we have current or accumulated earnings
and profits, as determined for U.S. federal income tax purposes and certain holding period and other requirements are met. We may not
have sufficient current or accumulated earnings and profits during any fiscal year for the distributions on the SATS Stock to qualify
as dividends for U.S. federal income tax purposes. If any distributions on the SATS Stock with respect to any fiscal year are not eligible
for the dividends-received deduction or for the preferential tax rates applicable to “qualified dividend income” because of
insufficient current or accumulated earnings and profits, the market value of the SATS Stock may decline.
The tax rules applicable
to “fast-pay stock” could result in adverse consequences to holders of SATS Stock.
Under Treasury Regulations
promulgated under Section 7701(l) of the Code (the “
Fast-Pay Stock Regulations
”), if stock of a corporation
is structured such that dividends paid with respect to the stock are economically (in whole or in part) a return of the stockholder’s
investment (rather than a return on the stockholder’s investment), then the stock is characterized as “fast-pay stock”
and is subject to adverse tax reporting requirements and potentially penalties, as described below. In addition, under the Fast-Pay Stock
Regulations, unless clearly demonstrated otherwise, stock is presumed to be fast-pay stock if it is structured to have a dividend
that is reasonably expected to decline (as opposed to a dividend rate that is reasonably expected to fluctuate or remain constant) (for
such
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purpose, the dividend rate may
be viewed as reasonably expected to decline if we are reasonably expected to stop paying regular dividends on the SATS Stock) or is issued
for an amount that exceeds (by more than a de minimis amount, as determined under applicable Treasury Regulations) the amount at which
the stockholder can be compelled to dispose of the stock. It is not clear what amount would constitute “de minimis” in the
case of stock with a perpetual term.
The determination of whether
stock is fast-pay stock is based on all the facts and circumstances. To determine whether it is fast-pay stock, stock
is examined when issued, and, for stock that is not fast-pay stock when issued, when there is a significant modification in
the terms of the stock or the related agreements or a significant change in the relevant facts and circumstances. The relevant tax regulations
do not indicate the types of significant changes in facts and circumstances that are intended to give rise to such a determination.
We do not believe that the
SATS Stock offered hereunder is fast-pay stock.
We may issue additional shares
of
SATS
Stock (or resell any shares that we or any of our subsidiaries have purchased or otherwise
acquired) (such additional or resold shares, the “
Additional Shares
”). We do not intend to issue any Additional Shares
that would be treated as fast-pay stock. Moreover, we intend to obtain advice of counsel in connection with future offerings
of Additional Shares for the purpose of analyzing the consequences of issuing such Additional Shares in light of any legal developments
regarding the definition of fast-pay stock. As the liquidation preference of the SATS Stock will be subject to adjustment in
the manner described in this prospectus supplement, it is generally not expected that the Additional Shares would be issued at 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 stock
rules. Nonetheless, there may be increased risk that the IRS could assert that such Additional Shares constitute fast-pay stock.
Transactions involving fast-pay stock
arrangements are treated as “listed transactions” for U.S. federal income tax purposes. Issuers and holders of any shares
of fast-pay stock would be required to report their participation in the transaction on IRS Form 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 IRS Office of Tax Shelter Analysis.
Failure to comply with those disclosure requirements could result in the assessment by the IRS of interest, additions to tax and onerous
penalties. In addition, an accuracy-related penalty applies under the Code to any reportable transaction understatement attributable to
a listed transaction if a significant purpose of the transaction is the avoidance or evasion of U.S. federal income tax. Furthermore,
certain material advisors would also be required to file a disclosure statement with the IRS. If we determine that we are required to
file an IRS Form 8886 (including a protective filing) in connection with the potential issuance of fast-pay stock with respect
to the SATS Stock offered hereunder or Additional Shares, we intend to provide public notice to the holders of the SATS Stock offered
hereunder or Additional Shares, as applicable, which notice 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 Securities and Exchange Commission.
Notwithstanding our intent
not to issue Additional Shares that would be fast-pay stock, the rules regarding the definition of fast-pay stock
are unclear in certain respects and, therefore, the IRS could disagree with our determination and treat such Additional Shares as fast-pay stock.
In addition, even though we believe that the SATS Stock offered hereby is not fast-pay stock, treatment of the Additional Shares
as fast-pay stock could result in adverse consequences to holders of SATS Stock offered hereby because such Additional Shares
may be indistinguishable from the SATS Stock offered hereunder. See “Risk Factors —A future issuance of Additional Shares
could have an adverse tax profile, which could subject holders of SATS Stock offered hereby to adverse consequences” below.
Accordingly, holders of SATS
Stock are strongly urged to consult their tax advisors regarding the Fast-Pay Stock Regulations and their potential consequences
to an investment in the SATS Stock.
A future issuance of
Additional Shares could have an adverse tax profile, which could subject holders of SATS Stock offered hereby to adverse consequences.
If we issue Additional Shares
that have a different, and potentially adverse, tax profile or treatment for U.S. federal income tax purposes from the SATS Stock offered
hereunder, since such Additional Shares would trade under the same CUSIP or other identifying number as that of the SATS Stock offered
hereunder, the SATS Stock issued hereunder may be treated by subsequent purchasers, withholding agents and potentially the IRS as having
the same profile or treatment as such Additional Shares if the SATS Stock offered hereunder is not otherwise distinguishable from the
Additional Shares.
For example, notwithstanding
our intent not to issue any Additional Shares that are fast-pay stock, the IRS could assert that such Additional Shares constitute fast-pay stock.
See “Risk Factors—The tax rules applicable to “fast-pay stock” could result in adverse consequences
to holders of SATS Stock.” above.
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Furthermore, if any Additional
Shares are issued at a price that exceeds their liquidation preference, such Additional Shares would constitute “disqualified preferred
stock” within the meaning of Section 1059(f)(2) of the Code and any corporate U.S. holder generally will be required to reduce
its tax basis (but not below zero) in the SATS Stock by the amount of any dividends-received deduction it receives. The liquidation preference
of the SATS Stock will be subject to adjustment in the manner described in this prospectus supplement, which adjustment may be taken into
account for purposes of disqualified preferred stock determination. If Additional Shares issued are considered disqualified preferred
stock, the SATS Stock offered hereunder could also be subject to same treatment as a practical matter due to fungible trading.
If any Additional Shares
are sold at a discount (or at a discount that exceeds the discount that applies to the SATS Stock offered hereunder at issuance), such
Additional Shares may be subject to rules that require the accrual of such discount (or such greater discount) currently over the deemed
term of the Additional Shares as deemed distributions under U.S. tax rules similar to those governing original issue discount for debt
instruments. In that event, the IRS or a withholding agent may treat any such discount as resulting in deemed taxable distributions with
respect to the SATS Stock offered hereunder as well as such Additional Shares.
Because the IRS or other
parties (such as withholding agents) may not be able to distinguish between the SATS Stock offered hereunder and the Additional Shares,
a holder of SATS Stock might be subject to adverse tax consequences or might be required to demonstrate to the IRS (or such other parties)
that the holder purchased the SATS Stock as opposed to such Additional Shares. Moreover, any adverse tax consequences as described above
in connection with the future issuance of Additional Shares may adversely affect the market value of the SATS Stock offered hereunder.
See “Material U.S. Federal Income Tax Considerations” for further discussion.
Provisions of the SATS
Stock could delay or prevent an otherwise beneficial takeover of us.
Certain provisions in the
SATS Stock could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental
change, then, except as described in this prospectus supplement, SATS preferred stockholders will have the right to require us to repurchase
their SATS Stock for cash. See “Description of SATS Stock—Fundamental Change Permits SATS preferred stockholders to Require
Us to Repurchase SATS Stock.” These fundamental change provisions could increase the cost of acquiring us or otherwise discourage
a third party from acquiring us or removing incumbent management, including in a transaction that SATS preferred stockholders may view
as favorable.
Your investment in the
SATS Stock may be harmed if we redeem the SATS Stock.
We will have the right to
redeem the SATS Stock in certain circumstances. See “Description of SATS Stock—Redemption at Our Option.” If we redeem
your SATS Stock, then you may be unable to reinvest any proceeds from the redemption in comparable investments at favorable dividend or
interest rates.
We are not subject to
legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations
applicable to investment advisers.
Mutual funds, exchange-traded
funds and their directors and management are subject to extensive regulation as “investment companies” and “investment
advisers” under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. We are not
subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution
of or changes to our bitcoin strategy, our use of leverage, the manner in which our bitcoin is custodied, our ability to engage in transactions
with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements
and prohibitions that apply to investment companies and investment advisers. Our board of directors has broad discretion over the investment,
leverage and cash management policies it authorizes, whether in respect of our bitcoin holdings or other activities we may pursue, and
has the power to change our current policies, including our strategy of acquiring and holding bitcoin. See “Use of Proceeds.”
We have broad discretion
in the use of the net proceeds from this offering and may not use them effectively.
We intend to use the net
proceeds from this offering for general corporate purposes, including, among other things, the acquisition of bitcoin and bitcoin-related
products and for working capital, the purchase of income generating assets to grow our business, other capital expenditures, repurchases
of shares of our Class A Common Stock, and/or repayment of debt. We may also use such proceeds to fund acquisitions of businesses, assets
or technologies that complement our current business. As a result, our management will have broad discretion in the application of the
net proceeds from this offering and you will not have the opportunity as part of your investment decision to assess whether the net proceeds
are being used in a manner of which you approve. Because of the number and variability of factors that will determine our use of the net
proceeds from this offering, their ultimate use may vary substantially. Our management
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may not apply our net proceeds
in ways that ultimately increase the value of your investment. The failure by our management to apply these funds effectively could harm
our business. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to
achieve expected financial results, which could cause the trading price of the SATS Stock to decline.
We may use the net proceeds
from this offering to purchase additional bitcoin, the price of which has been, and will likely continue to be, highly volatile.
We may use the net proceeds
from this offering to purchase additional bitcoin. Bitcoin is a highly volatile asset that has traded below $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. In addition, bitcoin does
not pay interest or other returns and so the ability to generate a return on investment from the net proceeds from this offering will
depend on whether there is appreciation in the value of bitcoin following our purchases of bitcoin with the net proceeds from this offering.
Future fluctuations in bitcoin trading prices may result in our converting bitcoin purchased with the net proceeds from this offering
into cash with a value substantially below the net proceeds from this offering.
The accounting method
for the SATS Stock may result in lower reported net earnings attributable to common stockholders.
The accounting method for
reflecting the provisions of the SATS Stock in our financial statements may adversely affect our reported earnings. We expect that applicable
accounting standards will require us to separately account for certain redemption features associated with the SATS Stock as embedded
derivatives. Under this treatment, any embedded derivatives will be measured at their fair value and accounted for separately as liabilities
that are marked-to-market at the end of each reporting period. For each financial statement period after 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 of the embedded derivatives
changes from the previous period. This accounting treatment may subject our reported net income (loss) to significant non-cash volatility.
Furthermore, we have not
reached a final determination regarding the accounting treatment for the SATS Stock, and the description above is preliminary. In addition,
accounting standards may change in the future. Accordingly, we may account for the SATS Stock in a manner that is significantly different
than described above.
Because the SATS Stock
will initially be held in book-entry form, holders of the SATS Stock must rely on DTC’s procedures to exercise their rights and
remedies.
We will initially issue the
SATS Stock in the form of one or more “global certificates” registered in the name of Cede & Co., as nominee of DTC.
Beneficial interests in global certificates will be shown on, and transfers of global certificates will be effected only through, the
records maintained by DTC. Except in limited circumstances, we will not issue physical certificates representing the SATS Stock. See “Description
of SATS Stock—Book Entry, Settlement and Clearance.” Accordingly, if you own a beneficial interest in a global certificate,
then you will not be considered an owner or holder of the SATS Stock. Instead, DTC or its nominee will be the sole holder of the SATS
Stock. Payments of cash dividends and other cash amounts on global certificates will be made to the paying agent, who will remit the payments
to DTC. We expect that DTC will then credit those payments to the DTC participant accounts that hold book-entry interests in the global
certificates and that those participants will credit the payments to indirect DTC participants. Unlike persons who have physical certificates
registered in their names, owners of beneficial interests in global certificates will not have the direct right to act on our solicitations
for consents or requests for waivers or other actions from holders of the SATS Stock. Instead, those beneficial owners will be permitted
to act only to the extent that they have received appropriate proxies to do so from DTC or, if applicable, a DTC participant. The applicable
procedures for the granting of these proxies may not be sufficient to enable owners of beneficial interests in global certificates to
vote on any requested actions on a timely basis.
Holding SATS Stock does
not, in itself, confer any rights with respect to our Class A Common Stock.
Holding SATS Stock does not confer any rights
with respect to our Class A Common Stock (including the voting rights of, and rights to receive any dividends or other distributions on,
our Class A Common Stock). However, holders of our SATS Stock are subject to all changes affecting our Class A 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 propose an amendment to our charter
documents that requires the approval of holders of our Class A Common Stock but not the approval of the SATS preferred stockholders, then
holders of any SATS Stock will not, as such, be entitled to vote on the amendment, although those holders will be subject to any changes
implemented by that amendment in the powers, preferences or special rights of our Class A Common Stock.
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USE OF PROCEEDS
We estimate that the net
proceeds to us from this offering will be approximately $              ,
after deducting the underwriting discounts and commissions and our estimated offering expenses.
At the closing of this offering,
we intend to increase our existing Dividend Reserve by depositing an equivalent of $22.50 per share of SATS Stock into the Dividend Reserve
funded by us with a combination of existing cash on hand and securities held by us (based on the value of such securities at the closing
of this offering). Subject to compliance with Nevada law and any other applicable requirements, we may make dividend distributions from
the Dividend Reserve or from any other account maintained by us to the holders of the then-outstanding SATS Stock following the closing
of this offering. We intend to invest the proceeds of the Dividend Reserve in various capital preservation instruments, including short-term
investment grade, interest-bearing securities, and money-market funds. Any investment income earned from the Dividend Reserve will be
remitted to us to use for working capital or general corporate purposes, including the acquisition of additional bitcoin.
We intend to use the remaining
net proceeds from this offering for general corporate purposes, including, among other things, the acquisition of bitcoin and bitcoin-related
products and for working capital, the purchase of income generating assets to grow our business, other capital expenditures, and/or repurchases
of shares of our Class A Common Stock or SATA Stock. We may also use such proceeds to fund acquisitions of businesses, assets or technologies
that complement our current business.
Bitcoin is a highly volatile
asset that has traded below approximately $58,000 per bitcoin and above approximately $115,000 per bitcoin in our principal market in
the 12 months preceding the date of this prospectus supplement. Bitcoin does not pay interest or other returns and so our ability to generate
cash from our bitcoin holdings depends on sales or the development of other yield-generating opportunities. Future fluctuations in bitcoin
trading prices may result in our converting bitcoin purchased with the net proceeds from this offering into cash with a value substantially
below the net proceeds from this offering, and there can be no assurance as to whether or when we will realize any cash proceeds from
our contemplated acquisition of bitcoin.
We have not determined the
specific amount of the net proceeds to be used for such purposes. As a result, our management will retain broad discretion over the allocation
of the net proceeds from the sale of the shares of our SATS Stock offered by this prospectus supplement and you will not have the opportunity
as part of your investment decision to assess whether the net proceeds are being used in a manner of which you approve.
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DESCRIPTION
OF
SATS STOCK
The following is a summary
of certain provisions of our 15.00% Series A Perpetual SATS Preferred Stock (the “SATS Stock”). It is only a summary and is
not complete. The terms of our SATS Stock will be set forth in a certificate of designation (the “
certificate of designation
”)
and our amended and restated articles of incorporation (the “
articles of incorporation
”). We qualify this summary by
referring you to the certificate of designation and our articles of incorporation, because they, and not this summary, define your rights
as a holder of the SATS Stock. We will provide you, upon written request, with a copy of the certificate of designation, which includes
the form of the certificate that will represent the SATS Stock, and our articles of incorporation, as provided under the caption “Where
You Can Find Additional Information; Incorporation by Reference.”
Certain terms used in this
summary are defined below under the caption “—Definitions.” Certain other terms used in this summary are defined in
the certificate of designation.
References to “we,”
“us” and “our” in this section refer to Strive, Inc. only and not to any of its subsidiaries.
This “Description of
SATS Stock” section supplements and, to the extent inconsistent therewith, supersedes the information in the accompanying prospectus
under the caption “Description of Capital Stock.”
General
Our articles 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 more series, and authorize
our board of directors to designate the preferences, rights and other terms of each series. We will issue 5,000,000 shares of SATS Stock
in this offering.
Without the consent of any
holder, we may, by resolution of our board of directors and the filing of an amendment to the certificate of designation, increase the
total number of authorized shares of SATS Stock, except that in no event will such increase be by an amount that exceeds the total number
of authorized and undesignated shares of our preferred stock. In addition, without the consent of any holder of SATS Stock, we may issue
additional SATS Stock with the same terms as the SATS Stock we are offering (except for certain differences, such as the date as of which
regular dividends begin to accrue on, the first regular dividend payment date for, and transfer restrictions applicable to, such additional
SATS Stock). Furthermore, without the consent of any holder, we may resell any SATS Stock that we or any of our “
subsidiaries
”
(as defined below under the caption “—Definitions”) has purchased or otherwise acquired. However, such additional or
resold SATS Stock must be identified by a separate CUSIP number or by no CUSIP number if they are not fungible, for purposes of federal
securities laws or, if applicable, the “
depositary procedures
” (as defined below under the caption “—Definitions”),
with other SATS Stock that is then outstanding. In addition, without the consent of any holder, we may create and issue, or increase the
authorized or issued number of, any other class or series of stock (including, for the avoidance of doubt, “
dividend senior stock
,”
“
dividend parity stock
,” “
liquidation senior stock
” or “
liquidation parity stock
”
(as those terms are defined below under the caption “—Definitions”)), including our SATA Stock.
Subject to applicable law,
we or our subsidiaries may directly or indirectly repurchase SATS Stock in the open market or otherwise, whether through private or public
tender or exchange offers, cash-settled swaps or other cash-settled derivatives.
Transfer Agent, Registrar
and Paying Agent
VStock Transfer, LLC will
act as the initial transfer agent, registrar and paying agent for the SATS Stock. However, without prior notice to the SATS preferred
stockholders, we may change the transfer agent, registrar and paying agent and we or any of our subsidiaries may choose to act in that
capacity as well (except that the transfer agent, registrar and paying agent with respect to any global certificate must at all times
be a person that is eligible to act in that capacity under the depositary procedures).
Registered Holders
Absent manifest error, a
person in whose name any share of SATS Stock is registered on the registrar’s books will be considered to be the holder of that
share for all purposes, and only registered holders (which, in the case of SATS Stock held through DTC, will initially be DTC’s
nominee, Cede & Co.) will have rights under our articles of incorporation and certificate of designation as holders of the SATS
Stock. In this section, we refer to the registered holders of the SATS Stock as “
holders
” of the SATS Stock or “
SATS
preferred stockholders
.”
The SATS Stock will be initially
issued in global form, represented by one or more “
global certificates
” registered in the name of Cede & Co.,
as nominee of DTC, and DTC will act as the initial depositary for the SATS Stock. In limited circumstances, global
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certificates will be exchanged
for “
physical certificates
” registered in the name of the applicable SATS preferred stockholders. See “Description
of SATS Stock—Book Entry, Settlement and Clearance” for a definition of these terms and a description of certain DTC procedures
that will be applicable to SATS Stock represented by global certificates.
Transfers and Exchanges
A SATS preferred stockholder
may transfer or exchange its SATS Stock at the office of the registrar in accordance with the certificate of designation. We, the transfer
agent and the registrar may require the SATS preferred stockholder to, among other things, deliver appropriate endorsements or transfer
instruments as we or they may reasonably require. In addition, subject to the terms of the certificate of designation, we, the transfer
agent and the registrar may refuse to register the transfer or exchange of any share of SATS Stock that is subject to redemption or required
repurchase.
Listing and At-the-Market
Offering
We have applied to list the
SATS Stock on The Nasdaq Global Market under the symbol “SATS.” If the listing of the SATS Stock is approved, we expect trading
to commence within 30 days after the “
initial issue date
” (as defined below under the caption “—Definitions”).
However, our listing application may not be approved. Moreover, even if the listing is approved, a liquid trading market for the SATS
Stock may not develop or be maintained, and the listing may be subsequently withdrawn. Accordingly, you 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 to commence an at-the-market offering
of SATS Stock as soon as reasonably practicable following the listing of SATS Stock on The Nasdaq Global 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 we would commence an at-the-market
offering of SATS Stock.
Our Class A Common Stock
and SATA Stock are listed on The Nasdaq Global Market under the symbols “ASST” and “SATA”, respectively.
Payments on the SATS Stock
We will pay (or cause our
paying agent to pay) all declared cash regular dividends or other cash amounts due on any SATS Stock represented by a global certificate
by wire transfer of immediately available funds. We will pay (or cause our paying agent to pay) all declared cash regular dividends or
other cash amounts due on any SATS Stock represented by a physical certificate as follows:
·
if the aggregate “
stated amount
” (as defined below under the caption “—Definitions”)
of the SATS Stock represented by such physical certificate is at least $5.0 million (or such lower amount as we may choose in our
sole and absolute discretion) and the holder of such SATS Stock entitled to such cash regular dividend or amount has delivered to the
paying agent, no later than the time set forth below, a written request to receive payment by wire transfer to an account of such holder
within the United States, by wire transfer of immediately available funds to such account; and
·
in all other cases, by check mailed to the address of such holder set forth in the register for the SATS
Stock.
To be timely, a written request
referred to in the first bullet point above must be delivered no later than the “
close of business
” (as defined below
under the caption “—Definitions”) on the following date: (i) with respect to the payment of any declared cash regular
dividend due on a regular dividend payment date for the SATS Stock, the immediately preceding regular record date; and (ii) with
respect to any other payment, the date that is 15 calendar days immediately before the date such payment is due.
If the due date for a payment
on any SATS Stock is not a “
business day
” (as defined below under the caption “—Definitions”), then
such payment may be made on the immediately following business day with the same force and effect as if such payment were made on that
due date, and no interest, dividend or other amount will accrue or accumulate on such payment as a result of the related delay. Solely
for purposes of the immediately preceding sentence, a day on which the applicable place of payment is authorized or required by law or
executive order to close or be closed will be deemed not to be a “business day.”
Ranking
The SATS Stock will rank
as follows:
·
senior to (i) “
dividend junior stock
” (as defined below under the caption “—Definitions,”
and which includes our Class A Common Stock and our Class B Common Stock) with respect to the payment of dividends; and (ii) “
liquidation
junior stock
”
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(as defined below
under the caption “—Definitions,” and which includes our Class A Common Stock and Class B Common Stock) with respect
to the distribution of assets upon our liquidation, dissolution or winding up;
·
equally with (i) dividend parity stock with respect to the payment of dividends; and (ii) liquidation
parity stock with respect to the distribution of assets upon our liquidation, dissolution or winding up;
·
junior to (i) dividend senior stock and liquidation senior stock and which includes our SATA Stock; and
(ii) our future indebtedness; and
·
structurally junior to all existing and future indebtedness and other liabilities, including trade payables,
and (to the extent we are not a holder thereof) capital stock of our subsidiaries.
The terms of the SATS Stock
will not restrict us from issuing dividend senior stock, dividend parity stock, liquidation senior stock or liquidation parity stock.
As of October 9, 2026, we
had no consolidated indebtedness outstanding. Additionally, as of October 9, 2026, there were 14,030,176 shares of SATA Stock outstanding
and there were no shares of dividend parity stock or liquidation parity stock outstanding. Our indebtedness and SATA Stock would rank
senior to the SATS Stock.
Regular Dividends
Generally
Shares of the SATS Stock will accumulate cumulative
dividends (which we refer to as “
regular dividends
”) at a rate per annum equal to 15.00% (such rate per annum, the
“
regular dividend rate
”) on the “stated amount” (as defined below under the caption “—Definitions”)
thereof, regardless of whether or not declared or funds are legally available for their payment. Subject to the other provisions described
below, regular dividends will be payable when, as, and if declared by our “board of directors” (as defined below under the
caption “—Definitions”) or any duly authorized committee thereof, out of funds legally available for their payment,
in arrears on each “regular dividend payment date” (as defined below under the caption “—Definitions”) to
the SATS preferred stockholders of record as of the close of business on the “regular record date” (as defined below under
the caption “—Definitions”) immediately preceding the applicable regular dividend payment date;
provided
that
any such payments shall be calculated for each calendar month and subdivided and paid on each regular dividend payment date in equally
divided installments based on the number of regular dividend payment dates in each such calendar month (as determined by the Company at
least one business day prior to such calendar month (or, in the case of the calendar month in which the initial issue date 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 business days as previously
determined by us as a result of a scheduled business day no longer being a business day during such month, then we may elect to pay any
regular dividend installment previously scheduled for such day that was scheduled to be a business day but was not a business day on any
subsequent business day by means of an increased payment amount or additional payment without penalty in respect of the delay. No dividend,
interest or other amount will accumulate or accrue on any unpaid regular dividends, regardless of whether regular dividends are declared
for any future regular dividend period. We currently anticipate we will declare the first dividend payment on November 9, 2026. If declared,
such payment will include all accrued and unpaid dividends from and after the closing date.
Subject to limited exceptions
for the first regular dividend payment on any SATS Stock issued in an “at-the-market” or similar offering after
the completion of this offering, regular dividends on the SATS Stock will accumulate from, and including, the calendar day after the last
date to which regular dividends have been paid (or, if no regular dividends have been paid, from, and including, the calendar day after
the initial issue date) to, and including, the next regular dividend payment date.
Declared regular dividends
on the SATS Stock will be payable solely in cash in the manner, and subject to the provisions, described below under the caption “—Method
of Payment.”
Each payment of declared
regular dividends on the SATS Stock will be applied to the earliest regular dividend period for which regular dividends have not yet been
paid.
Accrued regular dividends
will be computed on the basis of a 360-day year comprised of twelve 30-day months.
The certificate of designation
will not require us to declare regular dividends on the SATS Stock, even if funds are legally available for their payment. Accordingly,
we may choose not to declare regular dividends on the SATS Stock. See “Risk Factors—Risks Related
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to 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 not to declare or pay dividends on the SATS
Stock. In addition, regulatory and contractual restrictions may prevent us from declaring or paying dividends.”
Method of Payment
Each declared regular dividend
on the SATS Stock will be paid in cash.
Treatment of Dividends
Upon Repurchase Upon Fundamental Change or Redemption
If the “
fundamental
change repurchase date
” (as defined below under the caption “—Fundamental Change Permits SATS preferred stockholders
to Require Us to Repurchase SATS Stock”), or redemption date of any share of SATS Stock to be repurchased or redeemed is after a
regular record date for a declared regular dividend on the SATS Stock and on or before the corresponding regular dividend payment date,
then the holder of such share at the close of business on such regular record date will be entitled, notwithstanding such repurchase or
redemption, as applicable, to receive, on or, at our election, before such regular dividend payment date, such declared regular dividend
on such share.
Except as described in the
preceding paragraph, regular dividends on any share of SATS Stock will cease to accumulate after the fundamental change repurchase date
or redemption date, as applicable, for such share.
Limitations on Our Ability
to Pay Dividends
We may not have sufficient
cash to pay regular dividends on the SATS Stock in cash. In addition, applicable law (including the Nevada Revised Statutes) regulatory
authorities, and the agreements governing our indebtedness and our dividend senior stock, including our SATA Stock, may restrict our ability
to pay dividends on the SATS Stock. Similarly, statutory, contractual or other restrictions may limit our subsidiaries’ ability
to pay dividends or make distributions, loans or advances to us to enable us to pay regular dividends on the SATS Stock. See “Risk
Factors—Risks Related to this Offering and Our SATS Stock—We may 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 Stock. In addition, regulatory and contractual restrictions may
prevent us from declaring or paying dividends.”
Priority of Dividends;
Limitation on Junior Payments; No Participation Rights
Except as described below
under “—Limitation on Dividends on Parity Stock” and “—Limitation on Certain Payments,” the certificate
of designation will not prohibit or restrict us or our board of directors from declaring or paying any dividend or distribution (whether
in cash, securities or other property, or any combination of the foregoing) on any class or series of our stock, and, unless such dividend
or distribution is declared on the SATS Stock, the SATS Stock will not be entitled to participate in such dividend or distribution.
For purposes of the descriptions
below under the captions “—Limitation on Dividends on Parity Stock” and “—Limitation on Certain Payments,”
a regular dividend on the SATS Stock will be deemed to have been paid if such regular dividend is declared and consideration in kind and
amount that is sufficient, in accordance with the certificate of designation, to pay such regular dividend is set aside for the benefit
of the SATS preferred stockholders entitled thereto.
Limitation on Dividends
on Parity Stock
If less than all accumulated
and unpaid regular dividends on the outstanding SATS Stock in respect of each preceding regular dividend payment date has been declared
and paid, then, until and unless all accumulated and unpaid regular dividends on the outstanding SATS Stock in respect of each preceding
regular dividend payment date have been paid, no dividends may be declared or paid on any class or series of dividend parity stock unless
regular dividends are simultaneously declared on the SATS Stock on a pro rata basis, such that (i) the ratio of (x) the dollar
amount of regular dividends so declared per share of SATS Stock to (y) the dollar amount of the total accumulated and unpaid regular
dividends per share of SATS Stock immediately before the payment of such regular dividend is no less than (ii) the ratio of (x) the
dollar amount of dividends so declared or paid per share of such class or series of dividend parity stock to (y) the dollar amount
of the total accumulated and unpaid dividends per share of such class or series of dividend parity stock immediately before the payment
of such dividend (which dollar amount in this clause (y) will, if dividends on such class or series of dividend parity stock are
not cumulative, be the full amount of dividends per share thereof in respect of the most recent dividend period thereof).
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Limitation on Certain
Payments
If any SATS Stock is outstanding,
then, from and after the initial issue date, no dividends or distributions (whether in cash, securities or other property, or any combination
of the foregoing) will be declared or paid on any of our “
junior stock
” (as defined below under the caption “—Definitions”),
and neither we nor any of our subsidiaries will purchase, redeem or otherwise acquire for value (whether in cash, securities or other
property, or any combination of the foregoing) any of our junior stock or dividend parity stock, in each case unless all accumulated regular
dividends, if any, on the SATS Stock have been declared and paid in full. However, the restrictions described in the preceding sentence
will not apply to the following:
·
dividends and distributions on junior stock that are payable solely in shares of junior stock, together
with cash in lieu of any fractional share;
·
the purchase of any junior stock or dividend parity stock solely with the proceeds of a substantially
simultaneous sale of other junior stock;
·
purchases, redemptions or other acquisitions of junior stock in connection with the administration of
any benefit or other incentive plan of ours (including any employment contract) in the ordinary course of business, including (x) the
forfeiture of unvested shares of restricted stock, or any withholdings (including withholdings effected by a repurchase or similar transaction),
or other surrender, of shares that would otherwise be deliverable upon exercise, delivery or vesting of equity awards under any such plan
or contract, in each case whether for payment of applicable taxes or the exercise price, or otherwise; (y) cash paid in connection
therewith in lieu of issuing any fractional share; and (z) purchases of junior stock pursuant to a publicly announced repurchase
plan to offset the dilution resulting from issuances pursuant to any such plan or contract;
provided
,
however
,
that repurchases pursuant to this clause (z) will be permitted pursuant to the exception described in this bullet point only to the
extent that the number of shares of junior stock so repurchased does not exceed the related “
number of incremental diluted shares
”
(as defined below under the caption “—Definitions”);
·
purchases, or other payments in lieu of the issuance, of any fractional share of junior stock in connection
with the conversion, exercise or exchange of such junior stock or of any securities convertible into, or exercisable or exchangeable for,
junior stock;
·
purchases, or other payments in lieu of the issuance, of any fractional share of dividend parity stock
in connection with the conversion, exercise or exchange of such dividend parity stock or of any securities convertible into, or exercisable
or exchangeable for, dividend parity stock;
·
(x) dividends and distributions of junior stock, or rights to acquire junior stock, pursuant to a stockholder
rights plan; and (y) the redemption or repurchase of such rights pursuant to such stockholder rights plan;
·
purchases of junior stock or dividend parity stock pursuant to a binding contract (including a stock repurchase
plan) to make such purchases, if such contract was in effect on the immediately preceding regular dividend payment date and such purchases,
if effected immediately before such regular dividend payment date, would not have been prohibited by the provision described in the first
sentence under this “—Limitation on Certain Payments” section;
·
the settlement of any convertible note hedge transactions, capped call transactions or similar transactions
entered into in connection with the issuance, by us or any of our subsidiaries, of any debt securities that are convertible into, or exchangeable
for, our common stock (or into or for any combination of cash and our common stock based on the value of our common stock),
provided
such
transactions are on customary terms and were entered into either (x) before the initial issue date or (y) in compliance with
the provision described in the first sentence under this “—Limitation on Certain Payments” section;
·
the acquisition, by us or any of our subsidiaries, of record ownership of any junior stock or dividend
parity stock solely on behalf of persons (other than us or any of our subsidiaries) that are the beneficial owners thereof, including
as trustee or custodian (or as a result of our acquisition of another person that was, immediately before such acquisition, the record
or beneficial owner of such junior stock or dividend parity stock, as applicable,
provided
such record or beneficial
ownership was not obtained in anticipation of such acquisition);
·
the exchange, conversion or reclassification of dividend parity stock solely for or into junior stock
or other dividend parity stock, together with the payment, in connection therewith, of cash in lieu of any fractional share; and
·
the exchange, conversion or reclassification of junior stock solely for or into other junior stock, together
with the payment, in connection therewith, of cash in lieu of any fractional share.
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For the avoidance of doubt,
the provisions described in this “—Limitation on Certain Payments” section will not prohibit or restrict the payment
or other acquisition for value of any debt securities that are convertible into, or exchangeable for, any capital stock.
Our SATA Stock contains,
and any dividend senior stock that we may issue in the future could contain, provisions similar to the one described in this “—Limitation
on Certain Payments” section. In the case of our SATA Stock, we are prohibited, and, in the case of any dividend senior stock that
we may issue in the future, we may be prohibited, from paying dividends on the SATS Stock or purchasing, redeeming or acquiring the SATS
Stock until and unless we first pay accumulated dividends in full on our SATA Stock and such dividend senior stock.
Tax Considerations
A holder or beneficial owner
of the SATS Stock may, in some circumstances, be deemed to have received a distribution that is subject to U.S. federal income tax with
respect to any increase in the liquidation preference or any discount at issuance. Applicable withholding taxes (including backup withholding)
may be withheld from dividends. In addition, if any withholding taxes (including backup withholding) are paid on behalf of a SATS preferred
stockholder, then those withholding taxes may be set off against payments of cash in respect of the SATS Stock or sales proceeds received
by, or other funds or assets of, that SATS preferred stockholder. We or any other withholding agent may also require alternative arrangements
to collect any withholding tax to ensure that we or such withholding agent is not out-of-pocket for any potential withholding
tax liability.
Rights Upon Our Liquidation,
Dissolution or Winding Up
If we liquidate, dissolve
or wind up, whether voluntarily or involuntarily, then, subject to the rights of any of our creditors, each share of SATS Stock will entitle
the holder thereof to receive payment for the following amount out of our assets or funds legally available for distribution to our stockholders,
before any such assets or funds are distributed to, or set aside for the benefit of, any liquidation junior stock:
·
the “
liquidation preference
” (as defined below under the caption “—Definitions”)
per share of SATS Stock as of the business day immediately before the date of such payment; plus
·
all accumulated and unpaid regular dividends, if any, that will have accrued on such share to, and including,
the date of such payment.
Upon payment of such amount
in full on the outstanding SATS Stock, holders of the SATS Stock will have no rights to our remaining assets or funds, if any. If such
assets or funds are insufficient to fully pay such amount on all outstanding shares of SATS Stock and the corresponding amounts payable
in respect of all outstanding shares of liquidation parity stock, if any, then, subject to the rights of any of our creditors or holders
of any outstanding liquidation senior stock, such assets or funds will be distributed ratably on the outstanding shares of SATS Stock
and liquidation parity stock in proportion to the full respective distributions to which such shares would otherwise be entitled.
For purposes of the provisions
described above in this “—Rights Upon Our Liquidation, Dissolution or Winding Up” section, our consolidation or combination
with, or merger with or into, or the sale, lease or other transfer of all or substantially all of our assets (other than a sale, lease
or other transfer in connection with our liquidation, dissolution or winding up) to, another person will not, in itself, constitute our
liquidation, dissolution or winding up, even if, in connection therewith, the SATS Stock is converted into, or is exchanged for, or represents
solely the right to receive, other securities, cash or other property, or any combination of the foregoing.
The certificate of designation
for our SATS Stock will not contain any provision requiring funds to be set aside to protect the liquidation preference 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 available for payment on the
SATS Stock upon our liquidation, dissolution or winding up. See “Risk Factors—Risks Related to this Offering and Our SATS
Stock—Although the SATS Stock will be senior to our Class A Common Stock and Class B Common Stock, it will be junior to our SATA
Stock, our existing and future indebtedness, structurally junior to the liabilities of our subsidiaries and subject to the rights and
preferences of any other class or series of preferred stock then outstanding.”
Voting Rights
The SATS Stock will have
no voting rights except as described below or as provided in our articles of incorporation or required by the Nevada Revised Statutes.
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Voting and Consent Rights
with Respect to Specified Matters
Subject to the other provisions
described below, while any SATS Stock is outstanding, each of the following events will require, and cannot be effected without, the affirmative
vote or consent of SATS preferred stockholders, and holders of each class or series of voting parity stock, if any, with similar voting
or consent rights with respect to such event, representing at least a majority of the combined outstanding voting power of the SATS Stock
and such voting parity stock, if any:
(1)
any amendment, modification or repeal of any provision of our articles of incorporation or the certificate
of designation that materially adversely affects the special rights, preferences or voting powers of the SATS Stock (other than an amendment,
modification or repeal permitted by the provisions described below under the caption “—Certain Amendments Permitted Without
Consent”); and
(2)
our consolidation or combination with, or merger with or into, another person, or any binding or statutory
share exchange or reclassification involving the SATS Stock, in each case unless:
(a)
the SATS Stock either (i) remains outstanding after such consolidation, combination, merger, share
exchange or reclassification; or (ii) is converted or reclassified into, or is exchanged for, or represents solely the right to receive,
preference securities of the continuing, resulting or surviving person of such consolidation, combination, merger, share exchange or reclassification,
or the parent thereof;
(b)
the SATS Stock that remains outstanding or such preference securities, as applicable, have rights, preferences
and voting powers that, taken as a whole, are not materially less favorable (as determined by our board of directors in good faith) to
the holders thereof than the rights, preferences and voting powers, taken as a whole, of the SATS Stock immediately before the consummation
of such consolidation, combination, merger, share exchange or reclassification; and
(c)
the issuer of the SATS Stock that remains outstanding or such preference securities, as applicable, is
a corporation duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia
that, if not us, will succeed to us under the certificate of designation and the SATS Stock.
However, a consolidation,
combination, merger, share exchange or reclassification that satisfies the requirements of clauses (a), (b) and (c) of paragraph
(2) above will not require any vote or consent pursuant to paragraph (1) above. In addition, each of the following will be deemed
not to materially adversely affect the rights, preferences or voting powers of the SATS Stock (or cause any of the rights, preferences
or voting powers of any such preference securities to be materially less favorable as described above) and will not require any vote or
consent pursuant to any of the preceding clauses (1) or (2):
·
any increase in the number of the authorized but unissued shares of our undesignated preferred stock;
·
any increase in the number of authorized or issued shares of SATS Stock; and
·
the creation and issuance, or increase in the authorized or issued number, of any class or series of stock
(including, for the avoidance of doubt, dividend parity stock or liquidation parity stock, dividend senior stock or liquidation senior
stock).
If any event described in
paragraphs (1) or (2) above would materially adversely affect the rights, preferences or voting powers of one or more, but not all, classes
or series of voting parity stock (which term, solely for these purposes, includes the SATS Stock), then those classes or series whose
rights, preferences or voting powers would not be materially adversely affected will be deemed not to have voting or consent rights with
respect to such event. Furthermore, an amendment, modification or repeal described in paragraph (1) above that materially adversely
affects the special rights, preferences or voting powers of the SATS Stock cannot be effected without the affirmative vote or consent
of SATS preferred stockholders, voting separately as a class, of at least a majority of the SATS Stock then outstanding.
Certain Amendments Permitted
Without Consent
Notwithstanding anything
to the contrary described in paragraph (1) above under the caption “—Voting and Consent Rights with Respect to Specified
Matters,” we may amend, modify or repeal any of the terms of the SATS Stock without the vote or consent of any SATS preferred stockholder
to:
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·
cure any ambiguity or correct any omission, defect or inconsistency in the certificate of designation
or the certificates representing the SATS Stock, including the filing of a certificate of amendment to certificate of designation or a
certificate of correction pursuant to Nevada Revised Statutes 78.1955 or 78.0295, respectively, in connection therewith;
·
conform the provisions of the certificate of designation or the certificates representing the SATS Stock
to this “Description of SATS Stock” section, as supplemented by the related pricing term sheet;
·
provide for or confirm the issuance of additional SATS Stock pursuant to the certificate of designation;
·
provide for any transfer restrictions that apply to any shares of SATS Stock (other than the shares of
SATS Stock issued in this offering and any shares of SATS Stock issued in exchange therefor or in substitution thereof) that, at the time
of their original issuance, constitute “restricted securities” within the meaning of Rule 144 under the Securities Act or
that are originally issued in reliance upon Regulation S under the Securities Act; or
·
make any other change to our articles of incorporation, the certificate of designation or the certificates
representing the SATS Stock that does not, individually or in the aggregate with all other such changes, adversely affect the rights of
any SATS preferred stockholder (other than SATS preferred stockholders that have consented to such change), as such, in any material respect
(as determined by our board of directors in good faith).
Procedures for Voting
and Consents
If any vote or consent of
the SATS preferred stockholders will be held or solicited, including at a regular annual meeting or a special meeting of stockholders,
then our board of directors will adopt customary rules and procedures at its discretion to govern such vote or consent, subject to the
other provisions described in this section. Such rules and procedures may include fixing a record date to determine the SATS preferred
stockholders (and, if applicable, holders of voting parity stock) that are entitled to vote or provide consent, as applicable, rules governing
the solicitation and use of proxies or written consents.
Each share 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 as 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 all classes or series
of voting parity stock entitled to vote on any matter together as a single class will be determined (including for purposes of determining
whether a plurality, majority or other applicable portion of votes has been obtained) in proportion to their respective liquidation amounts.
Solely for these purposes, the liquidation amount of the SATS Stock or any such class or series of voting parity stock will be the maximum
amount payable in respect of the SATS Stock or such class or series, as applicable, assuming we are liquidated 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 consent or affirmative
vote of the SATS preferred stockholders pursuant to the provisions described above under the caption “—Voting and Consent
Rights with Respect to Specified Matters” may be given or obtained either in writing without a meeting or in person or by proxy
at a regular annual meeting or a special meeting of stockholders.
Redemption at Our Option
The SATS Stock will not be
redeemable at our option except pursuant to an optional redemption or a tax redemption, as described below.
Optional Redemption
Subject to 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 outstanding 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 number of shares of the
SATS Stock originally issued in this offering and in any future offering taken together. We refer to a redemption pursuant to the provision
described above as an “
optional  redemption
.”
Tax Redemption
Subject to 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 SATS Stock, at any time,
for cash if a “
tax event
” (as defined below under the caption “—Definitions”) occurs. We refer to
a redemption pursuant to this provision described in this paragraph as a “
tax redemption
.”
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Redemption Date
The redemption 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 the related redemption
notice, as described below.
Redemption Price
The redemption price for
a share of SATS Stock called for either optional redemption or tax redemption will be an amount equal to (i) the liquidation preference
of such share as of the business day before the date we send the related redemption notice, as described below, plus (ii) accumulated
and unpaid regular dividends, if any, on such share that will have accrued to, and including, the redemption date. However, if the redemption
date is after a regular record date for a declared regular dividend on the SATS Stock and on or before the corresponding regular dividend
payment date, then (a) the holder of such share at the close of business on such regular record date will be entitled, notwithstanding
such redemption, to receive, on or, at our election, before such regular dividend payment date, such declared regular dividend on such
share; and (b) the amount referred to in clause (ii) of the preceding sentence will instead be deemed to be zero.
Redemption Notice
We will send to the SATS
preferred stockholders notice of the redemption containing certain information set forth in the certificate of designation, including
the redemption price and the redemption date.
Fundamental Change Permits
SATS Preferred Stockholders to Require Us to Repurchase SATS Stock
Generally
If a fundamental change occurs,
then, each SATS preferred stockholder will have the right (the “
fundamental change repurchase right
”) to require us
to repurchase some or all of its shares of SATS Stock for cash on a date (the “
fundamental change repurchase date
”)
of 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
fundamental change notice, as described below. We refer to a repurchase of any SATS Stock pursuant to the provisions described in this
section as a “
repurchase upon fundamental change
.” Notwithstanding anything to the contrary, in no event will any SATS
preferred stockholder be entitled to require us to repurchase a number of shares of SATS Stock that is not a whole number.
The repurchase price (the
“
fundamental change repurchase price
”) for a share of SATS Stock tendered for repurchase will be an amount equal to
(i) the stated amount of such share, plus (ii) accumulated and unpaid regular dividends, if any, on such share that will have
accrued to, and including, the fundamental change repurchase date. However, if the fundamental change repurchase date is after a regular
record date for a declared regular dividend on the SATS Stock and on or before the corresponding regular dividend payment date, then (a) the
holder of such share at the close of business on such regular record date will be entitled, notwithstanding such repurchase, to receive,
on or, at our election, before such regular dividend payment date, such declared regular dividend on such share; and (b) the amount
referred to in clause (ii) of the preceding sentence will instead be deemed to be zero.
Notice of Fundamental
Change
On or before the 20th calendar
day after the effective date of a fundamental change, we will send to each SATS preferred stockholder notice of such fundamental change
containing certain information set forth in the certificate of designation, including the fundamental change repurchase date, the fundamental
change repurchase price and the procedures SATS preferred stockholders must follow to tender their SATS Stock for repurchase.
Procedures to Exercise
the Fundamental Change Repurchase Right
To exercise its fundamental
change repurchase right with respect to any SATS Stock, the holder thereof must deliver a notice (a “
fundamental change repurchase
notice
”) to the paying agent before the close of business on the business day immediately before the related fundamental change
repurchase date (or such later time as may be required by law).
The fundamental change repurchase
notice must contain certain information set forth in the certificate of designation, including the certificate number of any physical
certificate representing any SATS Stock to be repurchased, or must otherwise comply with the depositary procedures in the case of a global
certificate.
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A SATS preferred stockholder
that has delivered a fundamental change repurchase notice with respect to any SATS Stock may withdraw that notice by delivering a withdrawal
notice to the paying agent at any time before the close of business on the business day immediately before the fundamental change repurchase
date. The withdrawal notice must contain certain information set forth in the certificate of designation, including the certificate number
of any physical certificate representing any SATS Stock with respect to which the withdrawal notice is being delivered, or must otherwise
comply with the depositary procedures in the case of a global certificate.
SATS Stock to be repurchased
must be delivered to the paying agent (in the case of SATS Stock represented by any physical certificate) or the depositary procedures
must be complied with (in the case of SATS Stock represented by any global certificate) for the holder of such SATS Stock to be entitled
to receive the fundamental change repurchase price.
Compliance with Securities
Laws
We will comply, in all material
respects, with all federal and state securities laws in connection with a repurchase following a fundamental change (including complying
with Rules 13e-4 and 14e-1 under the Exchange Act and filing any required Schedule TO, to the extent applicable) so
as to permit effecting such repurchase in the manner described above. However, to the extent that our obligations to offer to repurchase
and to repurchase SATS Stock pursuant to the provisions described above conflict with any law or regulation that is applicable to us,
our compliance with such law or regulation will not be considered to be a breach of those obligations.
Funds Legally Available
for Payment of the Fundamental Change Repurchase Price; Covenant Not to Take Certain Actions
Notwithstanding anything
to the contrary, (i) we will not be obligated to pay the fundamental change repurchase price of any shares of SATS Stock to 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 have sufficient
funds legally available to pay the fundamental change repurchase price of all shares of SATS Stock that are otherwise to be repurchased
pursuant to a repurchase upon fundamental change, then (a) we will pay the maximum amount of such fundamental change repurchase price
that can be paid out of funds legally available for payment, which payment will be made pro rata to each SATS preferred stockholder based
on the total number of shares of SATS Stock of such SATS preferred stockholder that were otherwise to be repurchased pursuant to such
repurchase upon fundamental change; and (b) we will cause all such shares as to which the fundamental change repurchase price was
not paid to be returned to the holder(s) thereof, and such shares will be deemed to remain outstanding. We will not voluntarily take any
action, or voluntarily engage in any transaction, that would result in a fundamental change unless we have sufficient funds legally available
to fully pay the maximum aggregate fundamental change repurchase price that would be payable in respect of such fundamental change on
all shares of SATS Stock then outstanding.
Repurchase by Third
Party
Notwithstanding anything
to the contrary, we will be deemed to satisfy our obligations to repurchase SATS Stock pursuant to a repurchase upon fundamental change
if (i) one or more third parties conduct the repurchase offer and repurchase tendered SATS Stock in a manner that would have satisfied
our obligations to do the same if conducted directly by us; and (ii) an owner of a beneficial interest in any SATS Stock repurchased
by such third party or parties will not receive a lesser amount (as a result of withholding or other similar taxes) than such owner would
have received had we repurchased such SATS Stock.
No Preemptive Rights
Without limiting the rights
of SATS preferred stockholders described above, the SATS Stock will not have any preemptive rights to subscribe for or purchase any of
our securities.
Calculations
Responsibility; Schedule
of Calculations
Except as otherwise provided
in the certificate of designation, we will be responsible for making all calculations called for under the certificate of designation
or the SATS Stock, including determinations of the last reported sale prices, liquidation preference, fundamental change repurchase price,
redemption price and accrued regular dividends on the SATS Stock. We will make all calculations in good faith, and, absent manifest error,
our calculations will be final and binding on all SATS preferred stockholders. We will provide a schedule of these calculations to any
SATS preferred stockholder or any beneficial owner of any SATS Stock upon written request.
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Calculations Aggregated
for Each SATS Preferred Stockholder
The composition of the consideration
due upon the payment of the fundamental change repurchase price or redemption price for, and the payment on a regular dividend payment
date of regular dividends on, the SATS Stock of any SATS preferred stockholder will (in the case of a global certificate, to the extent
permitted by, and practicable under, the depositary procedures) be computed based on the total number of shares of SATS Stock of such
SATS preferred stockholder to be repurchased (in the case of payment of the fundamental change repurchase price) or redeemed (in the case
of payment of the redemption price) or held by such SATS preferred stockholder as of the close of business on the related regular record
date (in the case of payment of such regular dividends), as applicable. Any cash amounts due to such SATS preferred stockholder in respect
thereof will, after giving effect to the preceding sentence, be rounded to the nearest cent.
Notices
We will send all notices
or communications to SATS preferred stockholders pursuant to the certificate of designation in writing by electronic mail, first class
mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to the SATS preferred
stockholders’ respective addresses shown on the register for the SATS Stock. However, in the case of SATS Stock represented by one
or more global certificates, we are permitted to provide notices or communications to SATS preferred stockholders pursuant to the depositary
procedures, and notices and communications that we provide in this manner will be deemed to have been properly sent to such SATS preferred
stockholders in writing.
Definitions
“
Affiliate
”
has the meaning set forth in Rule 144 under the Securities Act as in effect on the initial issue date.
“
Board of directors
”
means our board of directors or a committee of such board duly authorized to act on behalf of such board.
“
Business day
”
means any day other than any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order 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 settlement
services.
“
Capital stock
”
of any person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents
of, in each case however designated, the equity of such person, but excluding any debt securities convertible into such equity.
“
Class A common
stock
” means our class A common stock, $0.001 par value per share.
“
Class B common
stock
” means our class B common stock, $0.001 par value per share.
“
Close of business
”
means 5:00 p.m., New York City time.
“
Depositary
”
means The Depository Trust Company or its successor, or any successor depositary for the applicable shares of SATS Stock.
“
Depositary procedures
”
means, with respect to any transfer, exchange or other transaction involving a global certificate representing any SATS Stock, or any
beneficial interest in such certificate, the rules and procedures of the depositary applicable to such transfer, exchange or transaction.
“
Dividend junior
stock
” means any class or series of our stock whose terms do not expressly provide that such class or series will rank senior
to, or equally with, the SATS Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate cumulatively).
Dividend junior stock includes our Class A Common Stock and our Class B Common Stock. For the avoidance of doubt, dividend junior stock
will not include any securities of our subsidiaries.
“
Dividend parity
stock
” means any class or series of our stock (other than the SATS Stock) whose terms expressly provide that such class or series
will rank equally with the SATS Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate
cumulatively). For the avoidance of doubt, dividend parity stock will not include any securities of our subsidiaries.
“
Dividend senior
stock
” means any class or series of our stock whose terms expressly provide that such class or series will rank senior to the
SATS Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate cumulatively). Dividend senior
stock includes our SATA Stock. For the avoidance of doubt, dividend senior stock will not include any securities of our subsidiaries.
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“
Exchange Act
”
means the U.S. Securities Exchange Act of 1934, as amended.
“
Fundamental change
”
means any of the following events:
(i)
either (a) a “person” or “group” (within the meaning of Section 13(d)(3) of the
Exchange Act) (other than (w) us; (x) our “wholly owned subsidiaries” (as defined below); (y) any employee benefit plans of
ours or our wholly owned subsidiaries; or (z) any “permitted party” (as defined below)), files any report with the SEC indicating
that such person or group has become the direct or indirect “beneficial owner” (as defined below) of shares of our common
equity representing more than 50% of the voting power of all of our common equity; or (b) a “person” or “group”
(within the meaning of Section 13(d)(3) of the Exchange Act) (other than (w) us; (x) our “wholly owned subsidiaries” (as defined
below); or (y) any employee benefit plans of ours or our wholly owned subsidiaries), files any report with the SEC indicating that such
person or group has become the direct or indirect “beneficial owner” (as defined below) of shares of our class A common stock
representing more than 50% of the voting power of all of our class A common stock, provided that, solely for purposes of this clause (b),
none of the following will constitute beneficial ownership of our class A common stock: (x) beneficial ownership of our class B common
stock; and (y) beneficial ownership by any permitted party of any of our class A common stock issued upon conversion of our class B common
stock; or
(ii)
the consummation of: (1) any sale, lease or other transfer, in one transaction or a series of transactions,
of all or substantially all of the assets of us and our subsidiaries, taken as a whole, to any person, other than solely to one or more
of our wholly owned subsidiaries; or (2) any transaction or series of related transactions in connection with which (whether by means
of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all
of our class A common stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities,
cash or other property; provided, however, that any merger, consolidation, share exchange or combination of us pursuant to which the persons
that directly or indirectly “beneficially owned” (as defined below) all classes of our common equity immediately before such
transaction directly or indirectly “beneficially own,” immediately after such transaction, more than 50% of all classes of
common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially
the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a fundamental change
pursuant to this clause (ii).
For the purposes
of this definition, (x) any transaction or event described in both clause (i) and in clause (ii)(1) or (2) above (without regard to the
proviso in clause (ii)) will be deemed to occur solely pursuant to clause (ii) above (subject to such proviso), and (y) whether a person
is a “beneficial owner,” whether shares are “beneficially owned,” and percentage beneficial ownership, will be
determined in accordance with Rule 13d-3 under the Exchange Act.
“
Initial
issue date
” means the first date any SATS Stock offered by this prospectus supplement is issued.
“
Junior stock
”
means any dividend junior stock or liquidation junior stock.
“
Last reported sale
price
” per share of SATS Stock for any trading day means the closing sale price per share (or, if no closing sale 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 of the average last
bid prices and the average last ask prices per share) of SATS Stock on such trading day as reported in composite transactions for the
principal U.S. national or regional securities exchange on which the SATS Stock is then listed. If the SATS Stock is 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 quoted 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 a 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 of the last bid price
and the last ask price per share of SATS Stock on such trading day from a nationally recognized independent investment banking 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 value of one share
of SATS Stock on such trading day determined by a nationally recognized independent investment banking firm we select, which may be any
of the underwriters).
“
Liquidation junior
stock
” means any class or series of our stock whose terms do not expressly provide that such class or series will rank senior
to, or equally with, the SATS Stock with respect to the distribution of assets upon our liquidation, dissolution or winding up. Liquidation
junior stock includes our Class A Common Stock and our Class B Common Stock. For the avoidance of doubt, liquidation junior stock will
not include any securities of our subsidiaries.
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“
Liquidation parity
stock
” means any class or series of our stock (other than the SATS Stock) whose terms expressly provide that such class or series
will rank equally with the SATS Stock with respect to the distribution of assets upon our liquidation, dissolution or winding up. For
the avoidance of doubt, liquidation parity stock will not include any securities of our subsidiaries.
“
Liquidation preference
”
initially means $100 per share of SATS Stock; provided, however, that, effective immediately after the close of business on each business
day after the initial issue date (and, if applicable, during the course of a business day on which any sale transaction to be settled
by the issuance of SATS Stock is executed, from the exact time of the first such sale transaction during such business day until the close
of business of such business day), the liquidation preference per share of SATS Stock will be adjusted to be 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, on such business day or any business
day during the ten (10) trading day period preceding such business day, executed any sale transaction to 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 immediately before such business
day; and (iii) the arithmetic average of the last reported sale prices per share of SATS Stock for each trading day of the ten (10) consecutive
trading days immediately preceding such business day, provided, however, that, if applicable, the reference in this clause (iii) to ten
(10) will be replaced by such lesser number of trading days as have elapsed during the period from, and including, the initial issue date
to, but excluding, such business day. Notwithstanding anything to the contrary in the preceding sentence, at all times before the first
date on which we execute any sale transaction to be settled by the issuance of SATS Stock (other than the SATS Stock initially issued
on the initial issue date), the liquidation preference per share of SATS Stock will be $100. Whenever in this prospectus supplement we
refer to the liquidation preference of the SATS Stock as of a particular date without setting forth a particular time on such date, such
reference will be deemed to be to the liquidation preference immediately after the close of business on such date. For purposes of this
definition, references to our execution of any sale transaction to be settled by the issuance of SATS Stock includes any resale of any
shares of SATS Stock that we or any of our subsidiaries have purchased or otherwise acquired.
“
Liquidation senior
stock
” means any class or series of our stock whose terms expressly provide that such class or series will rank senior to the
SATS Stock with respect to the distribution of assets upon our liquidation, dissolution or winding up. Liquidation senior stock includes
our SATA Stock. For the avoidance of doubt, liquidation senior stock will not include any securities of our subsidiaries.
“
Market disruption
event
” means, with respect to the SATS Stock, on any date, the occurrence or existence, during the one-half hour period ending
at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which
the SATS Stock is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in
price exceeding limits permitted by the relevant exchange or otherwise) in the SATS Stock or in any options contracts or futures contracts
relating to the SATS Stock.
“
Number of incremental
diluted shares
” means the increase in the number of diluted shares of the applicable class or series of junior stock (determined
in accordance with generally accepted accounting principles in the United States, as the same is in effect on the initial issue date,
and assuming net income is positive) that would result from the grant, vesting or exercise of equity-based compensation to directors,
employees, contractors and agents (subject to proportionate adjustment for stock dividends, stock splits or stock combinations with respect
to such class or series of junior stock).
“
Permitted party
”
means any “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that consists of, or
includes, Vivek Ramaswamy, The Ramaswamy 2021 Trust, Matthew Cole, LT&C LLC, Liberty Pier Foundation, Benjamin Bartley Pham, 2025-10
Investments LLC and Brian Logan Beirne.
“
Person
”
means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or other agency or political subdivision thereof. Any division or series of a limited liability company, limited
partnership or trust will constitute a separate “person.”
“
SATS preferred
stockholder
,” or “
holder
” of any SATS Stock, means any person in whose name any share of SATS Stock is registered
on the registrar’s books.
“
Regular dividend
payment date
” means, with respect to any share of SATS Stock, each business day beginning on November 9, 2026.
“
Regular dividend
period
” means each period from, and including, the calendar day after a regular dividend payment date (or, in the case of the
first regular dividend period, from, and including, the calendar day after the initial issue date) to, and including, the next regular
dividend payment date.
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“
Regular dividends
”
has the meaning set forth above under the caption “—Regular Dividends—Generally.”
“
Regular record
date
” means, with respect to any regular dividend payment date, the business day immediately preceding the business day on which
such regular dividend payment date occurs.
“
Stated amount
”
means $100 per share of SATS Stock.
“
Subsidiary
”
means, with respect to any person, (i) any corporation, association or other business entity (other than a partnership or limited liability
company) of which more than 50% of the total voting power of the capital stock entitled (without regard to the occurrence of any contingency,
but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the
election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled,
directly or indirectly, by such person or one or more of the other subsidiaries of such person; and (ii) any partnership or limited liability
company where (x) more than 50% of the capital accounts, distribution rights, equity and voting interests, or of the general and limited
partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly,
by such person or one or more of the other subsidiaries of such person, whether in the form of membership, general, special or limited
partnership or limited liability company interests or otherwise, and (y) such person or any one or more of the other subsidiaries of such
person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.
A “
tax event
”
will be deemed to occur if we have received an opinion of counsel experienced in such matters to the effect that, as a result of:
•
any amendment to, clarification of, or change, including
any announced prospective change, in the laws or treaties of the United States or any of its political subdivisions or taxing authorities,
or any regulations under those laws or treaties;
•
an administrative action, which means any judicial decision
or any official administrative pronouncement, ruling, regulatory procedure, notice or announcement, including any notice or announcement
of intent to issue or adopt any administrative pronouncement, ruling, regulatory procedure or regulation;
•
any amendment to, clarification of, or change in the official
position or the interpretation of any administrative action or judicial decision or any interpretation or pronouncement that provides
for a position with respect to an administrative action or judicial decision that differs from the previously generally accepted position,
in each case by any legislative body, court, governmental authority or regulatory body, regardless of the time or manner in which that
amendment, clarification or change is introduced or made known; or
•
a threatened challenge asserted in writing in connection with a tax audit of
us or any of our subsidiaries, or a publicly known threatened challenge asserted in writing against any other taxpayer that has raised
capital through the issuance of securities that are substantially similar to the SATS Stock;
which amendment, clarification or change is effective
or the administrative action is taken or judicial decision, interpretation or pronouncement is issued or threatened challenge is asserted
or becomes publicly known after the date of this prospectus supplement, there is more than an insubstantial risk that any of the outstanding
SATS Stock is treated as “fast-pay stock” within the meaning of Treasury Regulation Section 1.7701(l)-3(b)(2) (or becomes
subject to substantially similar successor provision).
“
Trading day
”
means, with respect to the SATS Stock, any day on which (i) trading in the SATS Stock generally occurs on the principal U.S. national
or regional securities exchange on which the SATS Stock is then listed or, if the SATS Stock, as applicable, is not then listed on a U.S.
national or regional securities exchange, on the principal other market on which the SATS Stock is then traded; and (ii) there is no Market
Disruption Event. If the SATS Stock is not so listed or traded, then “Trading day” with respect to the SATS means a business
day.
“
Voting parity stock
”
means, with respect to any matter as to which SATS preferred stockholders are entitled to vote pursuant to the provisions described above
under the caption “—Voting and Consent Rights with Respect to Specified Matters,” each class or series of outstanding
dividend parity stock or liquidation parity stock, if any, upon which similar voting rights are conferred and are exercisable with respect
to such matter. For the avoidance of doubt, voting parity stock will not include any securities of our subsidiaries.
“
Wholly owned subsidiary
”
of a person means any subsidiary of such person all of the outstanding capital stock or other ownership interests of 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, Settlement and Clearance
Global Certificates
The SATS Stock will be initially
issued in the form of one or more certificates (the “
global certificates
”) registered in the name of Cede & Co.,
as nominee of DTC, and will be deposited with the transfer agent as custodian for DTC.
Only persons who have accounts
with DTC (“
DTC participants
”) or persons who hold interests through DTC participants may own beneficial interests in
a global certificate. We expect that, under procedures established by DTC:
•
upon deposit of a global certificate with DTC’s custodian, DTC will credit the shares of SATS Stock represented by such global certificate to the accounts of the DTC participants designated by the underwriters; and
•
ownership of beneficial interests in a global certificate will be shown on, and transfers of such interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global certificate).
Book-Entry Procedures for Global Certificates
All interests in a global
certificate will be subject to the operations and procedures of DTC. Accordingly, you must allow for sufficient time in order to comply
with those operations and procedures if you wish to exercise any of your rights with respect to the SATS Stock. The 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 underwriters will be responsible
for those operations or procedures.
DTC has advised us that it is:
•
a limited purpose trust company organized under the laws of the State of New York;
•
a “banking organization” within the meaning of the New York State Banking Law;
•
a member of the Federal Reserve System;
•
a “clearing corporation” within the meaning of the Uniform Commercial Code; and
•
a “clearing agency” registered under Section 17A of the Exchange Act.
DTC was created to hold securities
for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic
book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers (including the
underwriters), banks and trust companies, clearing corporations and other organizations. Indirect access to DTC’s book-entry system
is also available to other “indirect participants,” such as banks, brokers, dealers and trust companies, who directly or indirectly
clear through or maintain a custodial relationship with a DTC participant. Purchasers of SATS Stock who are not DTC participants may beneficially
own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.
So long as DTC or its nominee
is the registered owner of a global certificate, DTC or that nominee will be considered the sole owner or holder of the SATS Stock represented
by that global certificate for all purposes under the certificate of designation. Except as provided below, owners of beneficial interests
in a global certificate:
•
will not be entitled to have SATS Stock represented by the global certificate registered in their names;
•
will not receive or be entitled to receive physical, certificated SATS Stock registered in their respective names (“
physical certificates
”); and
•
will not be considered the owners or holders of the SATS Stock under the certificate of designation for any purpose.
As a result, each investor
who owns a beneficial interest in a global certificate must rely on the procedures of DTC (and, if the investor is not a participant or
an indirect participant in DTC, on the procedures of the DTC participant through whom the investor owns its interest) to exercise any
rights of a SATS preferred stockholder under the certificate of designation.
Payments on any global certificates
will be made to DTC’s nominee as the registered holder of the global certificate. None of us, the transfer agent or the paying agent
will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global certificate, for any
aspect of the records relating to, or payments made on account of, those interests by DTC or for
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maintaining, supervising or reviewing any records
of DTC relating to those interests. Payments by participants and indirect participants in DTC to the owners of beneficial interests in
a global certificate will be governed by standing instructions and customary industry practice and will be the responsibility of those
participants or indirect participants and DTC.
Transfers between participants
in DTC will be effected under DTC’s procedures and will be settled in same-day funds.
Physical Certificates
A global certificate will
be exchanged, pursuant to customary procedures, for one or more physical certificates only if:
•
DTC notifies us or the transfer agent that it is unwilling or unable to continue as depositary for such
global certificate or DTC ceases to be a “clearing agency” registered under Section 17A of the Exchange Act and, in each case,
we fail to appoint a successor depositary within 90 days of such notice or cessation; or
•
we, in our sole discretion, permit the exchange of any beneficial interest in such global certificate
for one or more physical certificates at the request of the owner of such beneficial interest
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MATERIAL
U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of material
U.S. federal income tax considerations relevant to the purchase, ownership and disposition of the shares of 15.00% Series A Perpetual
SATS Preferred Stock (the “SATS Stock”) issued pursuant to this offering (such shares offered hereunder referred to as “
Preferred
Stock
” for purposes of this discussion), but does not purport to be a complete analysis of all potential U.S. federal income
tax considerations. This discussion deals only with shares of the Preferred Stock held as capital assets, within the meaning of Section
1221 of the Internal Revenue Code of 1986, as amended (the “
Code
”), by holders who purchase such shares of Preferred
Stock in this offering.
This discussion does not cover all aspects of
U.S. federal income taxation that may be relevant to the purchase, ownership or disposition of the Preferred Stock by prospective investors
in light of their particular circumstances. In particular, this discussion does not address all of the tax considerations that may be
relevant to persons in special tax situations, including, without limitation, tax-exempt organizations, insurance companies, banks or
other financial institutions, dealers in securities or currencies, entities or arrangements treated as partnerships for U.S. federal income
tax purposes or other flow-through entities (and investors therein), subchapter S corporations, retirement plans, individual retirement
accounts or other tax-deferred accounts, real estate investment trusts, regulated investment companies, persons liable for any alternative
minimum tax, “controlled foreign corporations,” “passive foreign investment companies,” persons subject to special
tax accounting rules as a result of any item of gross income with respect to the Preferred Stock being taken into account in an applicable
financial statement, certain former citizens or former long-term residents of the United States, traders in securities that elect to use
a mark-to-market method of tax accounting for their securities holdings, persons that will hold the Preferred Stock as a position in a
hedging transaction, “straddle,” constructive sale, “conversion transaction” or other risk-reduction transaction,
persons that acquire any Preferred Stock through the directed share program, U.S. holders (as defined herein) whose functional currency
is not the U.S. dollar, “qualified foreign pension funds” as described in Section 897(l)(2) of the Code and entities all of
the interests of which are held by qualified foreign pension funds, or who are otherwise subject to special treatment under the Code.
Furthermore, this summary is based upon the provisions
of the Code, the Treasury Regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date
hereof. Such authorities may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis,
so as to result in U.S. federal income tax consequences different from those discussed below. This discussion does 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, or the Medicare contribution
tax applicable to net investment income of certain non-corporate U.S. holders.
For purposes of this discussion, a “
U.S.
holder
” means a beneficial owner of the Preferred Stock that for U.S. federal income tax purposes is
·
an individual who is a citizen or resident of the United States;
·
a corporation or other entity treated as a corporation for U.S. federal income tax purposes that is created or organized in or under
the laws of the United States, any State thereof or the District of Columbia;
·
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
·
a trust if (a) a court within the United States is able to exercise primary control over its administration and one or more United
States persons (as defined in the Code) have the authority to control all substantial decisions of such trust or (b) the trust has validly
elected to be treated as a United States person.
For the purposes of this discussion, a “
non-U.S.
holder
” means a beneficial owner of the Preferred Stock that is neither a U.S. holder nor a partnership (including any entity
or arrangement that is treated as a partnership for U.S. federal income tax purposes).
If an entity or arrangement classified as a partnership
for U.S. federal income tax purposes holds the Preferred Stock, the tax treatment of a partner in such partnership generally will depend
upon the status of the partner and the activities of the partnership. A partnership holding the Preferred Stock, and partners therein,
are urged to consult their tax advisors regarding the tax considerations of acquiring, holding and disposing of the Preferred Stock.
We have not sought and will not seek any rulings
from the Internal Revenue Service (the “
IRS
”) with respect to the matters discussed below. There can be no assurance
that the IRS will not take a different position concerning the tax consequences of the purchase, ownership, and disposition of the Preferred
Stock or that any such position will not be sustained.
This discussion of material U.S. federal income
tax considerations is not intended, and should not be construed, to be tax or legal advice to any particular investor 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. federal income tax laws to their
particular situations as well as any tax considerations arising under the laws of any state, local or non-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 to 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 earnings and profits as
determined for U.S. federal income tax purposes. To the extent that the amount of a distribution with respect to the Preferred Stock exceeds
our current and accumulated earnings and profits, the distribution will be treated first as a tax-free return of capital to the extent
of the holder’s adjusted tax basis in the Preferred Stock, and thereafter as capital gain which will be long-term capital gain if
the holder’s holding period for the stock exceeds one year at the time of the distribution. Distributions on the Preferred Stock
constituting dividend income paid to a U.S. holder that is an individual generally will be subject to taxation at preferential rates as
qualified dividend income, provided applicable holding period requirements are met and certain other conditions are satisfied. Distributions
on the Preferred Stock constituting dividend income paid to a U.S. holder that is a corporation generally will qualify for the dividends-received
deduction, subject to various limitations and the satisfaction of the applicable holding period requirements. There is no assurance that
we will have sufficient current or accumulated earnings and profits to ensure that any of our distributions are treated as dividends such
that qualified dividend income or dividends-received deduction treatment may be available.
Dividends that exceed certain thresholds in relation
to a corporate U.S. holder’s tax basis in the Preferred Stock could be characterized as “extraordinary dividends” under
the Code. If a corporate U.S. holder that has held the Preferred Stock for two years or less before the dividend announcement date receives
an extraordinary dividend, the holder generally will be required to reduce its tax basis (but not below zero) in 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 exceeds 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 Stock. A non-corporate U.S.
holder that receives an extraordinary dividend could, under certain circumstances, be required to treat any losses on the sale of our
Preferred Stock as long-term capital losses to the extent of the extraordinary dividends such U.S. holder receives that qualify for taxation
at the preferential rates discussed above.
Deemed Distributions on the Preferred Stock
The liquidation preference of the Preferred Stock
will be subject to adjustment in the manner described in this prospectus supplement, which adjustment may result in an increase in the
liquidation preference. Under Section 305 of the Code, U.S. holders may be treated as receiving a deemed dividend on the Preferred Stock
upon such an increase in the liquidation preference, although the matter is not clear. In addition, if our board of directors does not
declare a distribution on the Preferred Stock in respect of any dividend period before the related dividend payment date, the deferred
dividend may be treated as an increase in the liquidation preference of the Preferred Stock. Furthermore, if the Preferred Stock is issued
at a discount to its liquidation preference, it may be subject to rules that require the accrual of such discount currently over the deemed
term of the Preferred Stock as deemed distributions under U.S. tax rules similar to those governing original issue discount for debt instruments.
Although the matter is not entirely clear, we believe any such adjustment of liquidation preference in the manner described in this prospectus
supplement, such deferred dividend or such a discount should not be treated as giving rise to a deemed distribution on the Preferred Stock,
but in light of this uncertainty, the IRS or an applicable withholding agent could take a contrary position.
If the IRS or an applicable withholding agent
takes the position that a U.S. holder has received a deemed dividend under Section 305 of the Code, a U.S. holder may be required to include
such deemed dividend in income currently with respect to the Preferred Stock even though the holder has not received a cash payment. Further,
because deemed distributions received by a U.S. holder would not give rise to any cash from which any applicable withholding could be
satisfied, if we (or an applicable withholding agent) pay backup withholding on behalf of a U.S. holder (because the U.S. holder failed
to establish an exemption from backup withholding), we may, at our option, set off any such payment against, or an applicable withholding
agent may withhold such taxes from, payments of cash payable to the U.S. holder or sales proceeds received by, or other funds or assets
of, the U.S. holder, or require alternative arrangements with respect to such withholding taxes.
Sale or Redemption of Preferred Stock
A U.S. holder generally will recognize capital
gain or loss on a sale, exchange, redemption (including a repurchase) (other than a redemption that is treated as a distribution, as discussed
below) or other disposition of the Preferred Stock equal to the difference between the amount realized upon 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 gain or loss if the holder’s
holding period for the stock exceeds one year at the time of disposition. Long-term capital gains of non-corporate taxpayers generally
are taxed at a lower maximum marginal tax rate than the maximum marginal tax rate applicable to ordinary income. The deductibility of
capital losses is subject to limitations.
A redemption (including a repurchase) of the Preferred
Stock will be treated as a sale or exchange described in the preceding paragraph if the redemption, based on the facts and circumstances,
is treated for U.S. federal income tax purposes as (i) a “complete termination” of a U.S. holder’s equity interest in
us, (ii) a “substantially disproportionate” redemption of our stock with respect to such holder, or (iii) being “not
essentially equivalent to a dividend” with respect to such holder, each within the meaning of Section 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 Stock and other equity interests
in us actually owned by the holder but also other equity interests in us that the holder constructively owns 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. holder that owns (actually or constructively)
only an insubstantial percentage of our total equity interests and that exercises no control or management over our affairs may be entitled
to sale or exchange treatment on a redemption of the Preferred Stock if such holder experiences any reduction in its equity interest (taking
into account any constructively owned equity interests) as a result of the redemption.
If a U.S. holder meets none of the alternative
tests described above, the redemption will be treated as a distribution subject to the rules described under “U.S. Holders—Distributions.”
If a redemption of the Preferred Stock is treated as a distribution that is taxable as a dividend, U.S. holders are urged to consult their
tax advisors regarding the allocation of tax basis in the redeemed and remaining shares of Preferred Stock.
Because the determination as to whether any of
the alternative tests described above is satisfied with respect to any particular U.S. holder of the Preferred Stock will depend upon
the facts and circumstances as of the time the determination is made, U.S. holders are urged to consult their tax advisors regarding the
tax treatment of a redemption.
Non-U.S. Holders
Distributions
Generally, subject to the discussions below under
“Information Reporting and Backup Withholding” and “FATCA,” distributions treated as dividends, as described above
under “U.S. Holders—Distributions,” paid to a non-U.S. holder with respect to the Preferred Stock that are not effectively
connected with the holder’s conduct of a trade or business within the United States will be 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. holder furnishes to the withholding agent
a properly executed IRS Form W-8BEN or Form W-8BEN-E (or suitable substitute form) certifying that such holder is eligible for treaty
benefits. Withholding may also be required in respect of dividends paid to a non-U.S. holder if certain reporting information is not provided,
as described below under “—FATCA.” If you are subject to withholding at 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 of 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 are encouraged to consult with their tax advisors regarding
the possible implications of these withholding requirements on their investment in the Preferred Stock.
Subject to the discussions below under “Information
Reporting and Backup Withholding” and “FATCA,” dividends paid to a non-U.S. holder that are effectively connected with
the holder’s conduct of a trade or business in the United States and, if an applicable income tax treaty so requires, are attributable
to a permanent establishment the holder maintains in the United States, are taxed on a 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 provide to the applicable withholding agent a properly
executed IRS Form W-8ECI (or a suitable substitute form) in order to claim an exemption from, or reduction in, U.S. federal withholding
tax. In addition, a “branch profits tax” may be imposed at a 30% rate (or a reduced rate under an applicable income tax treaty)
on a foreign corporation’s effectively connected earnings and profits for the taxable year, as adjusted for certain items.
Sale or Redemption of Preferred Stock
Subject to the discussion below under “Information
Reporting and Backup Withholding,” non-U.S. holders generally will not be subject to U.S. federal income or withholding tax with
respect to gain, if any, recognized on a sale, exchange or other taxable disposition of the Preferred Stock, other than a redemption that
is treated as a distribution as discussed below, unless:
the gain is effectively connected with
the non-U.S. holder’s conduct of a trade or business within the United States, and, if certain tax treaties apply, is attributable
to a permanent establishment or fixed base within the United States;
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the non-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 disposition and certain other conditions
are satisfied; or
the Preferred Stock constitutes a U.S.
real property interest (“
USRPI
”) by reason of our status as a United States real property holding corporation (“
USRPHC
”)
for U.S. federal income tax purposes at any time during the shorter of the five-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 described in the first bullet
point above generally will be subject to U.S. federal income tax on the net gain derived from the sale in 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. federal 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 applicable income tax treaty.
A non-U.S. holder described 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 by 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. holder (even though the individual is
not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect
to such losses.
With respect to the third bullet point above,
we believe we currently are not, and do not anticipate becoming, a USRPHC.
A payment made to 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 stock, in the circumstances discussed
above under “U.S. Holders—Sale or Redemption of Preferred Stock,” in which event the payment would be subject to tax
as discussed above under “Non-U.S. Holders—Distributions.”
Non-U.S. holders should consult their tax advisors
regarding potentially applicable income tax treaties that may provide for different rules.
Deemed Distributions on the Preferred Stock
As described above under “U.S. Holders—Deemed
Distributions on the Preferred Stock,” upon an adjustment to the liquidation preference of the Preferred Stock, if our board of
directors does not declare a distribution on the Preferred Stock in respect of any dividend period before the related dividend payment
date or if the Preferred Stock were issued at a discount, the holder may be treated as receiving a deemed distribution. If we (or an applicable
withholding agent) pay withholding on behalf of a non-U.S. holder (because such non-U.S. holder failed to establish an exemption from
dividend withholding), we (or an applicable withholding agent) may, at our option, set off such payments against, or withhold such taxes
from, payments of cash payable to the non-U.S. holder or sales proceeds received by, or other funds or assets of, the non-U.S. holder,
or require alternative arrangements in respect of such withholding taxes.
Issuance of Additional Shares
If in the future we issue additional shares of
SATS Stock or resell any shares of SATS Stock that we or any of our subsidiaries have purchased or otherwise acquired (such shares, “
Additional
Shares
”) and such Additional Shares trade under the same CUSIP or other identifying number as that of the Preferred Stock, the
Preferred Stock may not be distinguishable by persons such as subsequent purchasers and withholding agents from the Additional Shares.
If such Additional Shares have a different, and potentially adverse, tax profile or treatment for U.S. federal income tax purposes from
the Preferred Stock, such profile or treatment could adversely impact the Preferred Stock because of the inability to distinguish between
the Preferred Stock and the Additional Shares. For example, adverse tax treatment of the Additional Shares could negatively impact the
market value of the Preferred Stock. In addition, the IRS could treat a holder of the Preferred Stock as subject to the adverse consequences
applicable to the Additional Shares unless the holder is able to demonstrate that it acquired the Preferred Stock in this offering and
did not hold the Additional Shares. SATS preferred stockholders are urged to consult their tax advisors regarding these tax considerations.
Please also review the discussion below under
“Fast-Pay Stock Regulations” for a discussion about the potential application of those rules to Additional Shares.
Extraordinary Dividends
If Additional Shares are treated as being issued
at a price that exceeds their liquidation preference, such Additional Shares would constitute “disqualified preferred stock”
for purposes of the extraordinary dividend rules. The liquidation preference of the SATS Stock will be subject to adjustment in the manner
described in this prospectus supplement. It is not entirely clear how such an adjustable liquidation preference would be treated for purposes
of applying the disqualified preferred stock and the extraordinary
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dividend rules. However, it is possible that such adjustment may be
taken into account for purposes of disqualified preferred stock determination. Even if the Preferred Stock is not issued at such a price,
due to fungible trading of Additional Shares with Preferred Stock, the Preferred Stock may be considered disqualified preferred stock,
unless owners of the Preferred Stock can clearly demonstrate that they purchased the Preferred Stock offered hereby as opposed to such
Additional Shares. If the Preferred Stock held by a corporate U.S. holder were considered disqualified preferred stock (because such shares
are indistinguishable from the Additional Shares), for any dividend received, the holder generally will be required 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 portion of the dividend.
Please also review the discussion above under “U.S. Holders—Distributions” for a discussion of extraordinary dividends.
Sales at a Discount
As discussed above under “U.S. Holders—Deemed
Distributions on the Preferred Stock,” if the Additional Shares are sold at a discount (or at a discount that exceeds the discount
that applies to the Preferred Stock at issuance), such Additional Shares may be subject to rules that require the accrual of such discount
(or such greater discount) currently over the deemed term of the Additional Shares as deemed distributions under U.S. tax rules similar
to those governing original issue discount for debt instruments. Due to fungible trading of Additional Shares with Preferred Stock, the
IRS or a withholding agent may treat any such discount as resulting in deemed distributions with respect to the Preferred Stock as well
as such Additional Shares. Because any such deemed distributions received by a holder would not give rise to any cash from which any applicable
withholding could be satisfied, we (or an applicable withholding agent) may, at our option, set off such payments against, or withhold
such taxes from, payments of cash payable to the holder or sales proceeds received by, or other funds or assets of, the holder, or require
alternative arrangements in respect of such withholding taxes.
Fast-Pay Stock Regulations
Under Treasury Regulations promulgated under Section
7701(l) of the Code (the “
Fast-Pay Stock Regulations
”), if stock of a corporation is structured such that dividends
paid with respect to the stock are economically (in whole or in part) a return of the stockholder’s investment (rather than a return
on the stockholder’s investment), then the stock is characterized as “fast-pay stock” and is subject to adverse tax
reporting requirements and potentially penalties, as described below. In addition, under the Fast-Pay Stock Regulations, unless clearly
demonstrated otherwise, stock is presumed to be fast-pay stock if it is structured to have a dividend that is reasonably expected to decline
(as opposed to a dividend rate that is reasonably expected to fluctuate or remain constant) (for such purpose, the dividend rate may be
viewed as reasonably expected to decline if we are reasonably expected to stop paying regular dividends on the SATS Stock) or is issued
for an amount that exceeds (by more than a de minimis amount, as determined under applicable Treasury Regulations) the amount at which
the stockholder can be compelled to dispose of the stock. It is not clear what amount would constitute “de minimis” in the
case of stock with a perpetual term.
The determination of 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 when issued, and, for stock
that is not fast-pay stock when issued, when there is a significant modification in the terms of the stock or the related agreements or
a significant change in the relevant facts and circumstances. The relevant tax regulations do not indicate the types of significant changes
in facts and circumstances that are intended to give rise to such a determination.
We do not believe that the Preferred Stock is
fast-pay stock.
We also do not intend to issue any Additional
Shares that would be treated as fast-pay stock. Moreover, we intend to obtain advice of counsel in connection with future offerings of
Additional Shares for the purpose of analyzing the consequences of issuing such Additional Shares in light of any legal developments regarding
the definition of fast-pay stock. As the liquidation preference of the SATS Stock will be subject to adjustment in the manner described
in this prospectus supplement, it is generally not expected that the Additional Shares would be issued at 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 stock rules. Nonetheless, there
may be increased risk that the IRS could assert that such Additional Shares constitute fast-pay stock.
Transactions involving fast-pay stock arrangements
are treated as “listed transactions” for U.S. federal income tax purposes. Issuers and holders of any shares of fast-pay stock
would be required to report their participation in the transaction on IRS Form 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 IRS Office of Tax Shelter Analysis. Failure to comply with those
disclosure requirements could result in the assessment by the IRS of interest, additions to tax and onerous penalties. In addition, an
accuracy-related penalty applies under the Code to any reportable transaction understatement attributable to 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 advisors would also be required
to file a disclosure statement with the IRS. If we determine that we are required to file an IRS Form 8886 (including a protective filing)
in connection with the potential issuance of fast-pay stock with respect to the Preferred Stock or Additional Shares, we intend to provide
public notice to the holders of the Preferred Stock or Additional Shares, as applicable, which notice 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 Securities and Exchange Commission.
Notwithstanding our intent not to issue Additional
Shares that would be fast-pay stock, the rules regarding the definition of fast-pay stock are unclear in certain respects and, therefore,
the IRS could disagree with our determination and treat such Additional Shares as fast-pay stock. In addition, as discussed above under
“—Issuance of Additional Shares,” even though we believe that the Preferred Stock offered hereby is not treated as fast-pay
stock, the treatment of any Additional Shares as fast-pay stock could affect the Preferred Stock if all such shares are indistinguishable
because they have the same CUSIP or other identifying number. For example, if the IRS treated such Additional Shares as fast-pay stock,
a holder of the Preferred Stock might be required to demonstrate to the IRS that the holder purchased the Preferred Stock as opposed to
such Additional Shares.
Furthermore, treatment of such Additional Shares
as fast-pay stock could adversely affect the trading price of the Preferred Stock. Accordingly, holders are strongly urged to consult
their tax advisors regarding the Fast-Pay Stock Regulations and their potential consequences to an investment in the Preferred Stock.
Information Reporting and Backup Withholding
In general, information reporting will apply with
respect to the payment of distributions (including deemed distributions) on the Preferred Stock and the payment of 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. Backup withholding
may apply to such payments unless the U.S. holder provides proof of an applicable exemption or a correct taxpayer identification number,
and otherwise complies with applicable requirements of the backup withholding rules.
We must report annually to the IRS and to each
non-U.S. holder the amount of distributions (including, for this purpose, deemed distributions) paid to such holder and any tax withheld
with respect to any dividends, regardless of whether withholding was required. Copies of the information returns reporting distributions
and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions
of an applicable income tax treaty. Non-U.S. holders may be subject to backup withholding unless the 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 the withholding agent does not have
actual knowledge or reason to know that such holder is a U.S. person) or such holder otherwise establishes an exemption from backup withholding.
Backup withholding is 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 allowable as a credit against
the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is
timely furnished to the IRS.
FATCA
The Foreign Account Tax Compliance Act (“
FATCA
”)
and related IRS guidance concerning FATCA impose a 30% U.S. withholding tax on dividends (including, for this purpose, deemed dividends)
in respect of Preferred Stock made to a non-U.S. entity that fails to take required steps to provide information regarding its “United
States accounts” or its direct or indirect “substantial United States owners,” as applicable, or to make a required
certification that it has no such accounts or owners. Although withholding under FATCA would have applied to payments of gross proceeds
from the taxable disposition of the Preferred Stock, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds
entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. We will not
pay any additional amounts to holders of the Preferred Stock in respect of any amounts withheld.
Prospective investors should consult their tax
advisors about how information reporting and the possible imposition of withholding tax under FATCA may apply to their investment in the
Preferred Stock.
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UNDERWRITING
Barclays Capital Inc. and Cantor Fitzgerald &
Co. are acting as the representatives of the underwriters and book-running managers of this offering. Under the terms of an underwriting
agreement, each of the underwriters named below has severally agreed to purchase from us the respective number of shares of SATS Stock
shown opposite its name below:
Underwriters
Number of Shares
Barclays Capital Inc.
Cantor Fitzgerald & Co.
Clear Street LLC
B. Riley Securities, Inc.
H.C. Wainwright & Co., LLC
Maxim Group LLC
StoneX Financial Inc.
Total
5,000,000
The underwriting agreement provides that the underwriters’
obligation to purchase the SATS Stock depends on the satisfaction of the certain conditions contained in the underwriting agreement including:
·
the obligation to purchase all of the SATS Stock offered hereby, if any of the shares are purchased;
·
the representations and warranties made by us to the underwriters are true;
·
there is no material change in our business or the financial markets; and
·
we deliver customary closing documents to the underwriters.
Commissions and Expenses
The following table shows the underwriting discounts
to be paid to the underwriters by us in connection with this offering. These underwriting discounts are the difference between the public
offering price and the amount the underwriters pay to us to purchase the SATS Stock.
Per Share
Total
SATS Stock
$
$
The representatives have advised us that the underwriters
propose to offer the SATS Stock directly to the public at the offering price on the cover of this prospectus supplement and to selected
dealers, which may include the underwriters, at such offering price less a selling concession not in excess of $              per
share. If all the shares are not sold at the initial offering price following the initial offering, the representatives may change the
offering price and other selling terms.
Our net offering expenses are estimated to be
$                       ,
excluding underwriting discounts. We have agreed to reimburse the underwriters certain expenses incurred in connection with this offering,
including, among others, expenses of their counsel and their expenses incurred in connection with, among others, the review and clearance
by the Financial Industry Regulatory Authority, Inc., in an amount of up to $                      .
We agree that, without the prior written consent
of Barclays Capital Inc. on behalf of the Underwriters, we will not, and will not publicly disclose an intention to, during the period
commencing on the date hereof and ending on the earlier of (1) the first date on which the Preferred Stock 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, or otherwise dispose of (or enter
into any transaction or device that is designed to, or could reasonably be expected to, result in the disposition by any person at any
time in the future of any additional shares of SATS Stock, (b) enter into any swap or other derivatives transaction that transfers to
another, in whole or in part, any of the economic benefits or risks of ownership of such shares of SATS Stock, whether any such transaction
described in clause (a) or (b) above is to be settled by delivery of SATS Stock, common stock or other securities, in cash or otherwise,
or (c) file, confidentially submit or cause to be confidentially submitted
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or filed a registration statement, including any
amendments thereto, with respect to the registration of any shares of the SATS Stock, or (d) publicly disclose the intention to do any
of the foregoing.
The foregoing sentence shall not apply to the
sale of the securities under the underwriting agreement.
Barclays Capital Inc., in its sole discretion,
may waive the restrictions described above in whole or in part at any time. When determining whether or not to waive such restrictions,
Barclays Capital Inc. will consider, among other factors, the Company’s reasons for requesting the release, the number of shares
of SATS Stock and other securities for which the release is being requested and market conditions at the time.
Offering Price Determination
Prior to this offering, there has been no public
market for the SATS Stock. The initial offering price was negotiated between the representatives and us. In determining the initial offering
price of the SATS Stock, the representatives considered numerous factors, including prevailing market interest rates, the recent market
prices of, and the demand for, our other securities, the recent history and prospects for the Bitcoin ecosystem and digital assets industry
more broadly, and our financial information.
Indemnification
We have agreed to indemnify the underwriters against
certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required
to make for these liabilities.
Stabilization, Short Positions and Penalty Bids
The representatives may engage in stabilizing
transactions, short sales and purchases to cover positions created by short sales, and penalty bids or purchases for the purpose of pegging,
fixing or maintaining the price of the SATS Stock, in accordance with Regulation M under the Exchange Act:
·
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified
maximum.
·
A short position involves a sale by the underwriters of shares in excess of the number of shares the underwriters are obligated to
purchase in the offering, which creates the syndicate short position. The underwriters may close out any short position by purchasing
shares of SATS Stock in the open market.
·
Syndicate covering transactions involve purchases of the SATS Stock in the open market after the distribution has been completed in
order to cover syndicate short positions.
·
Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the SATS Stock originally sold
by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
These stabilizing transactions, syndicate covering
transactions and penalty bids may have the effect of raising or maintaining the market price of the SATS 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 higher than the price that might otherwise
exist in the open market. These transactions may be effected on The Nasdaq Global Market or otherwise and, if commenced, may be discontinued
at any time.
Neither we nor any of the underwriters make any
representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price
of the SATS Stock. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in
these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.
Electronic Distribution
A prospectus in electronic format may be made
available on the Internet sites or through other online services maintained by one or more of the underwriters and/or selling group members
participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending
upon the particular underwriter or selling group member, prospective investors may be allowed to place orders online. The underwriters
may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online
distributions will be made by the representatives on the same basis as other allocations.
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Other than the prospectus in electronic format,
the information on any underwriter’s or selling group member’s web site and any information contained in any other web site
maintained by an underwriter or selling group member is not part of the prospectus or the registration statement of which this prospectus
forms a part, has not been approved and/or endorsed by us or any underwriter or selling group member in its capacity as underwriter or
selling group member and should not be construed as having been authorized or approved to us, any underwriter or any selling group member.
Listing on The Nasdaq Global Market
We have applied to list the SATS Stock on The
Nasdaq Global Market under the symbol “SATS.” If the listing is approved, we expect trading to commence within 30 days after
the date the SATS Stock is first issued.
Directed Share Program
At our request, the underwriters have reserved
up to 250,000 shares of SATS Stock, or 5% of the SATS Stock offered by this prospectus supplement, for sale at the public offering price
through a directed share program to certain of our employees, officers and directors based in the United States and their friends and
family members, and certain other individuals identified by management. The number of shares of SATS Stock available for sale to the general
public will be reduced to the extent that such persons purchase such reserved shares. Any reserved shares not so purchased will be offered
by the underwriters to the general public on the same basis as the other shares offered by this prospectus. Fidelity Brokerage Services
LLC and Fidelity Capital Markets, a division of National Financial Services LLC, a selling group member in this offering, will administer
our directed share program.
We will agree to indemnify Fidelity Brokerage
Services LLC and Fidelity Capital Markets, a division of National Financial Services LLC, as the program administrator, against certain
liabilities and expenses in connection with the sale of the shares of SATS Stock reserved for the directed share program.
Sales to Non-Institutional Investors
We anticipate that a portion of the SATS Stock
sold in connection with this offering will, at our request, be offered to non-institutional investors through Fidelity Brokerage Services
LLC, via their online brokerage platform. Such platform is not associated with us and there may be risks associated with the use of such
platform that we cannot foresee, including risks related to the technology and operation of such platform, and the publicity and the use
of social media by users of such platform that we cannot control. Purchases made through such platform will be subject to the terms, conditions,
and requirements set by Fidelity Brokerage Services LLC. The SATS Stock offered in this offering through such platform will initially
be offered at the public offering price listed on the cover page of this prospectus supplement. Information contained on, or that can
be accessed through, such brokerage platform does not constitute part of this prospectus.
Settlement
We expect to deliver the SATS Stock in book-entry
form through the facilities of The Depository Trust Company on or about                ,
2026, which will be the            business day after the initial trade date
for the SATS Stock (this settlement cycle being referred to as “T+     ”). Under Rule 15c6-1 under
the Exchange Act, trades in the secondary market generally must settle in one business day, unless the parties to the trade expressly
agree otherwise. Accordingly, purchasers who wish to trade SATS Stock before the business day before the settlement date must, because
the SATS Stock initially will settle T+        specify an alternate settlement cycle at the time
of such trade to prevent a failed settlement. Those purchasers should consult their advisors.
Other Relationships
The underwriters and certain of their affiliates
are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment
banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.
The underwriters and certain of their affiliates have, from time to time, performed, and may in the future perform, various commercial
and investment banking and financial advisory services for the issuer and its affiliates, for which they received or may in the future
receive customary fees and expenses.
In the ordinary course of their various business
activities, the underwriters and certain of their affiliates may make or hold a broad array of investments and actively trade debt and
equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the
accounts of their customers, and such investment and securities activities may involve securities and/or instruments 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 affiliates may hedge, their
credit exposure to us consistent with their customary risk management policies. Typically, the underwriters and their affiliates would
hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short
positions in our securities or the securities of our affiliates, including potentially the SATS Stock offered hereby. Any such credit
default swaps or short positions could adversely affect future trading prices of the SATS Stock offered hereby. The underwriters and certain
of their affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express
independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire,
long and/or short positions in such securities and instruments.
Selling Restrictions
General
Other than in the United States, no action has
been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus supplement in any
jurisdiction where action for that purpose is required. The securities offered by this prospectus supplement may not be offered or sold,
directly or indirectly, nor may this prospectus supplement or any other offering material or advertisements in connection with the offer
and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance
with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus supplement comes are advised
to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement.
This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus
supplement in any jurisdiction in which such an offer or a solicitation is unlawful.
European Economic Area
In relation to each Member State of the European
Economic Area (each a “
Relevant State
”), no SATS Stock has been offered or will be offered pursuant to the offering
to the public in that Relevant State prior to the publication of a prospectus in relation to the SATS Stock which has been approved by
the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent
authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of 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 investor as defined under the Prospectus Regulation;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to
obtaining the prior consent of each of the underwriters for any such offer; or
(c)
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided
that no such offer of SATS Stock
shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement
a prospectus pursuant to Article 23 of the Prospectus Regulation.
Each person in a Relevant State who initially
acquires any SATS Stock or to whom any offer is made will be deemed to have represented, acknowledged and 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 any SATS Stock being offered to
a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each such financial intermediary will be deemed
to have represented, acknowledged and agreed that the SATS Stock acquired by it in the offer have not 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 in circumstances which may give rise
to an offer to the public other than their offer or resale in a Relevant State to qualified investors, in circumstances in which the prior
consent of each of the underwriters has been obtained to each such proposed offer or resale.
The Company, the underwriters and their affiliates
will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
For the purposes of this provision, the expression
an “offer to the public” in relation to any SATS Stock in any Relevant State means the communication in any form and by any
means of sufficient information on the terms of the offer and any SATS Stock to be
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offered so as to enable an investor to decide to
purchase or subscribe for any SATS Stock, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
The above selling restriction is in addition to
any other selling restrictions set out below.
In connection with the offering, the underwriters
are not acting for anyone other than the Company and will not be responsible to anyone other than the Company for providing the protections
afforded to its clients nor for providing advice in relation to the offering.
United Kingdom
An offer to the public 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 Stock may be made at any time under
the following exemptions under the UK Prospectus Regulation:
(a)
to any legal entity which is a “qualified investor” as defined under the UK Prospectus Regulation;
(b)
to fewer than 150 natural or legal persons (other than “qualified investors” as defined under the UK Prospectus Regulation),
subject to obtaining the prior consent of each of the underwriters for any such offer; or
(c)
in any other circumstances falling within section 86 of the Financial Services and Markets Act 2000 (as amended, FSMA), provided that
no such offer of SATS Stock shall result in a requirement for us or any underwriter to publish a prospectus pursuant to section 85 of
the FSMA or a supplemental prospectus pursuant to Article 23 of the UK Prospectus Regulation and each person who initially acquires any
SATS Stock or to whom any offer is made will be deemed to have represented, warranted and agreed to and with the underwriters and us that
it is a qualified investor within the meaning of Article 2 of the UK Prospectus Regulation.
In the case of any SATS Stock being offered to
a financial intermediary as that term is used in Article 1(4) of the UK Prospectus Regulation, each financial intermediary will also be
deemed to have represented, warranted and agreed that the SATS Stock acquired by it in the offer have not 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 in circumstances which 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 investors as so defined
or in circumstances in which the prior consent of each of the underwriters has been obtained to each such proposed offer or resale.
We, the underwriters and their affiliates will
rely upon the truth and accuracy of the foregoing representations, warranties and agreements.
For the purposes of this provision, the expression
an “offer to the public” in relation to any SATS Stock in the United Kingdom means the communication 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 to enable an investor to decide to purchase
or subscribe for any SATS Stock, and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
Switzerland
The SATS Stock may not be publicly offered in
Switzerland and will not be listed on the SIX Swiss Exchange (“
SIX
”) or on any other stock exchange or regulated trading
facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art.
652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing
Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other
offering or marketing material relating to the SATS Stock or the offering may be publicly distributed or otherwise made publicly available
in Switzerland.
Neither this document nor any other offering or
marketing material relating to the offering, the Company or the SATS Stock have been or will be filed with or approved by any Swiss regulatory
authority. In particular, this document will not be filed with, and the offer of SATS Stock will not be supervised by, the Swiss Financial
Market Supervisory Authority FINMA (FINMA), and the offer of SATS Stock has not been and will not be authorized under the Swiss Federal
Act on Collective Investment Schemes (“
CISA
”). The investor protection afforded to acquirers of interests in collective
investment schemes under the CISA does not extend to acquirers of SATS Stock.
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41
Dubai International Financial Centre
This prospectus supplement relates to an Exempt
Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“
DFSA
”). This prospectus
supplement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be
delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection
with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and
has no responsibility for the prospectus supplement. The SATS Stock to which this prospectus supplement relates may be illiquid and/or
subject to restrictions on their resale. Prospective purchasers of the SATS Stock offered should conduct their own due diligence on the
SATS Stock. If you do not understand the contents of this prospectus supplement you should consult an authorized financial advisor.
Canada
The SATS Stock may be sold only to purchasers
purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the SATS Stock must be made in accordance with
an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or
territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment
thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or
consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities
issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts
(NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts
of interest in connection with this offering.
Hong Kong
The SATS Stock has 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 investors” as defined
in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances
which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement,
invitation or document relating to the SATS Stock has been or may be issued or has been or may be in the possession of any person for
the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which 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) other 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 investors” as
defined in the Securities and Futures Ordinance and any rules made under that Ordinance.
Singapore
This prospectus supplement has not been registered
as a prospectus with the Monetary Authority of Singapore. Accordingly, the SATS Stock were not offered or 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 made the subject of an invitation
for subscription or purchase, and this prospectus supplement or any other document or material in connection with the offer or sale, or
invitation for subscription or purchase, of the SATS Stock, has not been circulated or distributed, nor will it be circulated or distributed,
whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the
Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “
SFA
”)) pursuant
to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to 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 Section 275 of the SFA, or (iii)
otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the SATS Stock is subscribed or purchased
under Section 275 of the SFA by a relevant person which is:
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42
(a)
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments
and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b)
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust
is an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section
2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be
transferred within six months after that corporation or that trust has acquired the SATS Stock pursuant to an offer made under Section
275 of the SFA except:
a.
to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section
276(4)(i)(B) of the SFA;
b.
where no consideration is or will be given for the transfer;
c.
where the transfer is by operation of law; or
d.
as specified in Section 276(7) of the SFA.
Japan
The SATS Stock has not been and will not be registered
under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold,
directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly,
in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated
by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese
Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.
Australia
No placement document, prospectus, product disclosure
statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, in relation to the offering.
This prospectus supplement does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations
Act 2001 (the “
Corporations Act
”), and does not purport to include the information required for a prospectus, product
disclosure statement or other disclosure document under the Corporations Act.
Any offer in Australia of the SATS Stock may only
be made to persons (the “
Exempt Investors
”) who are “sophisticated investors” (within the meaning of section
708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act)
or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the SATS
Stock without disclosure to investors under Chapter 6D of the Corporations Act.
The SATS Stock applied 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 under the offering, except
in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption
under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter
6D of the Corporations Act. Any person acquiring SATS Stock must observe such Australian on-sale restrictions.
This prospectus supplement contains general information
only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does
not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider
whether the information in this prospectus supplement is appropriate to their needs, objectives and circumstances, and, if necessary,
seek expert advice on those matters.
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43
LEGAL MATTERS
Certain legal matters in
connection with the offering and the validity of the securities offered by this prospectus supplement will be passed upon by Davis Polk
& Wardwell LLP, New York, New York and, with respect to matters of Nevada law, by Brownstein Hyatt Farber Schreck, LLP, Las Vegas,
Nevada. Certain legal matters in connection with this offering will be passed upon for the underwriters by DLA Piper LLP (US), New York,
New York.
EXPERTS
Strive, Inc. was formerly
known as Asset Entities Inc. It changed its name to Strive, Inc. shortly after the closing of its merger with Strive Enterprises, Inc.
(the “Asset Entities Merger”). As a result of the Asset Entities Merger, Alpha Merger Sub, Inc. merged with and into Strive
Enterprises, Inc. with Strive Enterprises, Inc. surviving such merger as the surviving corporation and as a direct, wholly owned subsidiary
of Asset Entities Inc. However, the management teams of those entities determined that Strive Enterprises, Inc. was the “accounting
acquirer” in the transaction for purposes of Financial Accounting Standards Boards’ Accounting Standards Codification 805,
Business Combinations. Accordingly, the financial statements of Strive Enterprises, Inc. are considered under applicable SEC guidance
to be the financial statements of the registrant. Certain historical information of Asset Entities Inc. is also incorporated by reference
in this prospectus supplement as noted below.
The consolidated financial
statements of Strive Enterprises, Inc. as of December 31, 2024 and 2023 and for each of the years then ended, have been incorporated by
reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
The financial statements of
Semler Scientific, Inc. as of December 31, 2025 and 2024 and for each of the years then ended incorporated by reference in this prospectus
supplement and in the Registration Statement have been so incorporated in reliance on the report of BDO USA, P.C., an independent registered
public accounting firm, given on the authority of said firm as experts in auditing and accounting.
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44
PROSPECTUS
STRIVE,
INC.
Class A Common Stock
Preferred Stock
Debt Securities
Depositary Shares
Warrants
Units
We may offer and sell from
time to time Class A common stock, $0.001 par value per share (“Class A Common Stock”), preferred stock, debt securities,
depositary shares, warrants or units. Specific terms of these securities will be provided in supplements to this prospectus. You should
read this prospectus and any supplement carefully before you invest.
You should read this prospectus
and any applicable prospectus supplement carefully before you purchase any of our securities. THIS PROSPECTUS MAY NOT BE USED TO SELL
SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
We may offer and sell the
securities directly to you, through agents we select, or through underwriters or dealers we select. For additional information on the
method of sale, you should refer to the section entitled “
Plan of Distribution
.” If we use agents, underwriters or
dealers to sell the securities, we will name them and describe their compensation in a prospectus supplement. The net proceeds we expect
to receive from such sales will be set forth in the prospectus supplement.
We are an “emerging
growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company
reporting requirements for this prospectus and our other filings with the Securities and Exchange Commission. We will provide information
in any applicable prospectus supplement regarding any listing of securities other than shares of our Class A Common Stock on any securities
exchange.
Our Class A Common Stock
is listed on The Nasdaq Global Market tier of The Nasdaq Stock Market LLC (“NASDAQ Global Market”) under the symbol “ASST.”
Investing in these
securities involves significant risks. See the “Risk Factors” section on page 7 of this prospectus. You should carefully
consider these risk factors and other risks before investing in any of our securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is September 15,
2025.
We have not authorized anyone
to provide any information other than that contained or incorporated by reference in this prospectus or in any free writing prospectus
prepared 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
reliability of, any other information that others may give you. We are not making an offer of these securities in any state where the
offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus or any
prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective dates.
Unless the context requires
otherwise, references in this prospectus to “Strive,” the “Company,” the “Registrant,” “we,”
“us” and “our” refer to Strive, Inc. (which was, until September 12, 2025, known as Asset Entities Inc.) together
with its consolidated subsidiaries.
table
of contents
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
i
Summary
Strive, Inc., a Nevada corporation,
recently undertook a significant strategic shift towards a mission to maximize long-term value for shareholders through the unapologetic
embrace of capitalism, meritocracy and innovation. On September 12, 2025 (the “Merger Closing Date”), Strive Enterprises,
Inc. consummated its merger with Asset Entities Inc. (“Asset Entities”), and upon the completion of such merger, the combined
company, Strive, Inc. (after giving effect to a name change by Asset Entities), became the first publicly traded
asset management
Bitcoin Treasury Corporation
— a company whose primary objectives are to (i) accumulate bitcoin; (ii) increase
bitcoin-per-share; and (iii) outperform bitcoin over the long run by deploying both beta bitcoin treasury accumulation strategies
and alpha investment strategies with the goal of beating bitcoin’s investment performance as the hurdle rate. Upon completion of
the above-mentioned merger (the “Merger”), Strive, Inc. is listed on the NASDAQ Global Market under the ticker symbol “ASST”
and consummated its previously announced private offering of Class A common stock, pre-funded warrants and traditional warrants (“PIPE
Financing”) and its previously announced exchange of Class A Common Stock for bitcoin pursuant to Section 351 of the Internal Revenue
Code of 1986, as amended (the “351 Exchange”). Strive also continues to operate a technology company that provides social
media marketing and content delivery services across Discord, TikTok, and other social media platforms.
As of September 12, 2025,
Strive manages approximately
$2 billion
in assets under management (“AUM”) across 13 exchange-traded
funds, collective investment trusts, and a direct indexing platform. These businesses provide recurring, fee-based revenue streams which
increase with AUM, but are no longer our primary growth engine.
Corporate Information
Our principal executive offices
are located at 200 Crescent Court, Suite 1400, Dallas, Texas 75201, and our telephone number is (855) 427-7360. We maintain a website
at www.strive.com where general information about us is available. We are not incorporating the contents of the website into this prospectus.
1
About This Prospectus
This prospectus is part of
a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf”
registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more
offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will
provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may
also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the headings “
Where You Can Find More Information
” and “
Incorporation
By Reference
.”
Where You Can Find
More Information
We have filed with the U.S.
Securities and Exchange Commission a registration statement (including amendments and exhibits to the registration statement) on Form
S-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.
Copies of certain information filed by us with the SEC are also available on our website at http://www.strive.com. Our website is not
a part of this prospectus and is not incorporated by reference in this prospectus.
This prospectus is part of
a 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
registration statement. The full registration statement may be obtained from the SEC or us, as provided below. You should review the information
and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities we are offering.
Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed
with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document
to evaluate these statements.
2
Incorporation by
Reference
We file annual, quarterly
and current reports, proxy statements and other information with the SEC under the Exchange Act. Our SEC filings are available from the
SEC’s Internet site at http://www.sec.gov, which contains reports, proxy and information statements, and other information regarding
issuers, like us, who file reports electronically with the SEC.
The SEC allows us to “incorporate
by reference” into this prospectus the information we file with them, which means that we can disclose important information to
you by referring you to those documents. Any statement contained or incorporated by reference in this prospectus shall be deemed to be
modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any subsequently filed document
which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate by reference the documents
listed below (excluding any portions of such documents that have been “furnished” but not “filed” for purposes
of the Exchange Act):
(a)
our Annual Report on
Form 10-K
for the year ended December
31, 2024, filed with the SEC on March
31, 2025 (the “Annual Report”);
(b)
our Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2025, filed with the SEC on
May
15, 2025
, and June 30, 2025, filed with the SEC on
August
5, 2025
;
(c)
our Current Reports
on Form 8-K filed with the SEC on
January
22, 2025
,
March
20, 2025
,
May
2, 2025
,
May
7, 2025
,
May
21, 2025
,
May
27, 2025
,
July
3, 2025
,
August
20, 2025
,
August
28, 2025
,
September
9, 2025
,
September
12, 2025
and
September 15, 2025
;
and
(d)
the description of our Class B common stock contained in
our Registration Statement on
Form 8-A
(File No. 001-41612), filed with the SEC on February
2, 2023, pursuant to Section 12(b) of the Exchange Act, as the description therein has been updated and superseded by the description
in the section entitled “
Description of Capital Stock
” in this prospectus.
All documents we file pursuant
to 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
offered by this prospectus are sold are incorporated by reference in this prospectus from the date of filing of the documents, except
for information furnished under Item 2.02 and Item 7.01 of Form 8-K, which is not deemed filed and not incorporated by reference
herein. Information that we file with the SEC will automatically update and may replace information in this prospectus and information
previously filed with the SEC.
You may obtain any of these
incorporated documents from us without charge, excluding any exhibits to these documents unless the exhibit is specifically incorporated
by reference in such document, by requesting them from us in writing or by telephone at the following address and telephone number:
Strive, Inc.
200 Crescent Court, Suite 1400
Dallas, TX 75201
Attention: Investor Relations
(855) 427-7360
Documents may also be available
on our website at http://investors.strive.com. Information contained on our website does not constitute part of this prospectus.
3
Special Note On
Forward-Looking Statements
This prospectus, including
the documents that we incorporate by reference herein, contains, and any applicable prospectus supplement or free writing prospectus including
the documents we incorporate by reference therein may contain, forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding
our future financial condition, business strategy and plans and objectives of management for future operations. Forward-looking statements
include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terminology such as
“believe,” “will,” “may,” “estimate,” “continue,” “anticipate,”
“intend,” “should,” “plan,” “might,” “approximately,” “expect,”
“predict,” “could,” “potentially” or the negative of these terms or other similar expressions. Forward-looking
statements appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs, projections,
outlook, analyses or current expectations concerning, among other things:
●
our ability to implement and maintain a bitcoin treasury strategy, including with respect to the financing,
acquisition 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,
including 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
tax treatment of the Merger;
●
changes in applicable laws, regulations or permits affecting our operations or the industries in which
we operate;
●
the possibility that we may be adversely affected by other economic, business or competitive factors,
including 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,
inadequacy, interruption or security failure of that technology could harm our business, and further, cybersecurity incidents could have
a 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
future 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
a change of control;
●
certain provisions of Nevada law and our articles of incorporation and bylaws that may deter third parties
from acquiring us;
●
the fact that we do not anticipate paying any cash dividends in the foreseeable future on our Class A
Common Stock;
4
●
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
of 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,
2025 (the “Merger Agreement”), including anticipated cost savings and strategic gains, are not realized when expected or at
all, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates,
monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which
we operate;
●
the possibility that the post-merger integration may be more difficult, time-consuming or costly than
expected;
●
potential adverse reactions of our customers or changes to business or employee relationships, including
those 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
analyses and projections;
5
●
our expectations regarding demand for, and market acceptance of, our services;
●
our expectations regarding our relationships with investors, institutional funding partners and other
parties with whom we collaborate;
●
fluctuations in general economic and business conditions in the markets in which we operate;
●
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
”
in our Annual Report on Form 10-K, and any subsequent filings with the SEC.
Forward-looking statements
relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that
could cause our actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by
these forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions
and subject to such risks, uncertainties and other factors. Discussions containing forward-looking statements may be found, among other
places, in the section entitled “
Risk Factors
” beginning on page 7 in this prospectus, and the sections entitled
“
Business
,” “
Risk Factors
” and “
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
” contained in the documents incorporated by reference herein, including our most recent
Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, as well as any amendments thereto.
The forward-looking statements
contained in this prospectus represent our judgment as of the date of this prospectus. We caution readers not to place undue reliance
on such statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future. All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above
and throughout this prospectus.
All forward-looking statements
contained in this prospectus, any applicable prospectus supplement or free writing prospectus or any document incorporated by reference
herein or therein are qualified in their entirety by this cautionary statement.
6
Risk Factors
An investment in our securities
involves a high degree of risk. The prospectus supplement applicable to each offering of our securities will contain a discussion of the
risks applicable to an investment in our securities. Prior to making a decision about investing in our securities, you should carefully
consider the specific factors discussed under the section in the applicable prospectus supplement titled “
Risk Factors
,”
together with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated
by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed in the sections entitled
“
Risk Factors
” contained in our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports
on Form 10-Q filed with the SEC, and in any applicable prospectus supplement and our other filings with the SEC and incorporated by reference
in this prospectus or any applicable prospectus supplement, together with all of the other information contained in this prospectus or
any applicable prospectus supplement. The risks and uncertainties we have described are not the only ones we face. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. Some statements included
in this prospectus, in the documents incorporated by reference herein and in any prospectus supplement constitute forward-looking statements.
See “
Special Note About Forward-Looking Statements
” and “
Where You Can Find More Information
.”
7
Use of Proceeds
Unless otherwise indicated
in a prospectus supplement, the net proceeds from the sale of the securities will be used for general corporate purposes, including working
capital, acquisitions, retirement of debt and other business opportunities.
8
Description of
Capital Stock
The following descriptions
of our capital stock and provisions of our amended and restated articles of incorporation (“A&R Articles of Incorporation”)
and amended and restated bylaws (the “A&R Bylaws”) are summaries of their material terms and provisions and are qualified
in their entirety by reference to such complete documents, copies of which are publicly available through our filings with the SEC. See
“
Where You Can Find Additional Information”
and “
Incorporation By Reference
.” When we offer to sell
these securities, we will summarize in a prospectus supplement the particular terms of such securities that we believe will be the most
important to your decision to invest in such securities. As the terms of such securities may differ from the summary in this prospectus,
the summary in this prospectus is subject to and qualified by reference to the summary in such prospectus supplement, and you should rely
on the summary in such prospectus supplement instead of the summary in this prospectus if the summary in such prospectus supplement is
different from the summary in this prospectus.
Overview
Under the A&R Articles
of Incorporation, our authorized capital stock consists of 486,000,000,000 shares, all with a par value of $0.001 per share, of which:
●
444,000,000,000 shares are designated Class A common stock (the “Class A Common Stock”);
●
21,000,000,000 shares are designated Class B common stock (the “Class B Common Stock,” collectively
with the Class A Common Stock, the “Common Stock”); and
●
21,000,000,000 shares are designated preferred stock (the “Preferred Stock”).
As of September 12, 2025,
there were 364,825,582 shares of Class A Common Stock outstanding, 270,514,708 shares of Class B Common Stock outstanding and no shares
of Preferred Stock outstanding.
Class A Common Stock and Class B Common Stock
Voting rights.
The
holders of Class A Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders, and the
holders 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
to preferences that may be applicable to any outstanding Preferred Stock, the holders of Common Stock are entitled to receive
ratably such dividends and other distributions, if any, as may be declared from time to time by the board of directors out of funds
legally available therefor.
Rights upon
liquidation.
In the event of liquidation, dissolution or winding up of Strive, the holders of Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of Preferred Stock, if any, then
outstanding.
Conversion rights.
Shares
of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the transfer thereof (other
than for certain permitted transfers). Holders of Class B Common Stock may also elect to convert their Class B Common
Stock into Class A Common Stock upon notice to Strive. Vivek Ramaswamy, who is the largest holder of voting power of Strive,
may elect to cause Strive to convert all Class B Common Stock into Class A Common Stock.
Shareholders Agreement
.
We have entered into a shareholders agreement (the “Shareholders Agreement”) with certain of our significant shareholders
(the “Shareholder Parties”). Pursuant to the Shareholders Agreement, the Shareholder Parties have certain rights so long as
they beneficially own at least 50% of the then outstanding shares of our Common Stock.
Other rights.
The
holders of Common Stock have no preemptive or other subscription rights. There are no redemption or sinking fund provisions
applicable to the common stock.
9
Preferred Stock
Under the A&R Articles
of Incorporation, our board of directors has authority, without further vote or action by the stockholders, to issue up to 21,000,000,000
shares 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
designations, powers, preferences and relative, participating, optional or other rights, and the qualification, limitations or restrictions
thereof, with respect to each such series of Preferred Stock and the number of shares constituting each such series. The issuance of Preferred
Stock could adversely affect the rights of holders of common stock or impede the completion of a merger, tender offer or other takeover
attempt.
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
Rights Agreement”), with certain significant stockholders (the “Holders”), each of which is entitled to certain demand
and piggyback registration rights. As of September 12, 2025, the Holders hold a majority of the voting power of Common Stock outstanding,
excluding the potential dilutive effect of the exercise of warrants. The registration rights described below will expire on the date on
which the securities subject to the Registration Rights Agreement (i) are sold pursuant to an effective registration statement, (ii) are
sold pursuant to Rule 144 under the Securities Act, or (iii) are eligible to be resold without regard to the volume or public information
requirements of Rule 144. The registration rights are subject to certain delay, suspension and cutback provisions.
The Registration Rights Agreement
includes customary indemnification and contribution provisions. All fees, costs and expenses related to registrations generally will be
borne by us, other than underwriting discounts and commissions attributable to the sale of registrable securities.
Shelf Registration Statement.
We
are required to file a shelf registration statement on Form S-3 that covers the Holders’ registrable securities within
30 days after the Merger Closing Date. To the extent we are a well-known seasoned issuer, the Holders making a demand registration
may also request that we file an automatic shelf registration statement on Form S-3 that covers the registrable securities requested
to be registered.
Demand Registration Rights
for Shelf Takedowns.
The Registration Rights Agreement grants the Holders certain rights to demand takedowns
from a shelf registration statement. Any underwritten takedown demand would be required to include at least 5.0% of the Common Stock as
of the Merger Closing Date or have an anticipated aggregate offering price of at least $50.0 million. Depending on certain conditions,
we may defer a demand registration for up to 90 days in any twelve-month period.
Piggyback Registration
Rights.
In the event that we propose to register any of our securities under the Securities Act, either for
our account or for the account of our other security holders, the Holders will be entitled to certain piggyback registration rights allowing
each to include its shares in the registration, subject to certain marketing and other limitations. As a result, whenever we propose to
file a registration statement under the Securities Act, the holders of these shares are entitled to notice of the registration.
Underwriter Lock-ups.
Notwithstanding
the registration rights described above, if there is an underwritten demand offering of Common Stock, directors and executive officers
and the stockholders that are parties to the Registration Rights Agreement agree to deliver lock-up agreements to the underwriters
of such offering to restrict transfers of their Common Stock. The restrictions will apply for up to 90 days in connection with an
underwritten offering demanded pursuant to the Registration Rights Agreement.
Expenses; Indemnification;
Cooperation.
The Registration Rights Agreement provides that we must pay all registration expenses (other than
the underwriting discounts and commissions) in connection with effecting any demand registration or shelf registration. The Registration
Rights Agreement contains customary indemnification and contribution provisions. We will also be required to cooperate with the Holders
in connection with certain pledges of their shares or grants of security interests in respect thereof, including in connection with margin
loans.
10
Subscription Agreements
On May 26, 2025, we entered
into subscription agreements (each a “Subscription Agreement” and together the “Subscription Agreements”) with
certain accredited investors (the “Subscribers”), pursuant to which the Subscribers purchased, and we issued and sold on the
closing date of the Merger (i) an aggregate of 345,487,794 shares of our Class A Common Stock (after giving effect to the transactions
contemplated by the Merger Agreement, including the redesignation of our Class B common stock, $0.0001 par value per share, to Class A
Common Stock, pursuant to the A&R Articles of Incorporation adopted and approved in accordance with the Merger Agreement), at a price
of $1.35 per share (the “Placement Shares”), (ii) pre-funded warrants to purchase 209,771,462 shares of Class A Common Stock,
at a price of $1.3499 per share (the “Pre-Funded Warrants”) to certain of the subscribers in lieu of Placement Shares, and
(iii) 555,259,256 warrants to purchase shares of Class A Common Stock (the “Traditional Warrants”).
Pursuant to the terms of
the Subscription Agreement, we have agreed to register for resale the Placement Shares and the shares of our common stock issuable upon
exercise of the Pre-Funded Warrants and the Traditional Warrants (the “Warrant Shares” and, together with the Placement Shares,
the “PIPE Registrable Securities”), including an obligation to file a registration statement covering the resale by the Subscribers
of their PIPE Registrable Securities no later than 30 days following the closing of the transactions contemplated by the Merger Agreement.
We have agreed to use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable
(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
of the PIPE Financing, if the SEC staff determines to review the registration statement) and to keep such registration statement effective
until the date that all PIPE Registrable Securities covered by such registration statement have been sold or can be sold without restriction
pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereof) promulgated under
the Securities Act. We have agreed to be responsible for all fees and expenses incurred in connection with the registration of the PIPE
Registrable Securities.
Exchange Agreements
On August 22, 2025, we entered
into exchange agreements (each an “Exchange Agreement” and together the “Exchange Agreements”) with certain accredited
investors (the “Investors”), pursuant to which we agreed to issue and exchange an aggregate of 2,681,893 shares (the “Exchange
Shares”) of our Class A Common Stock for the aggregate amount of 69 bitcoin.
Pursuant to the terms of
the Exchange Agreements, we agreed to register for resale the Exchange Shares (the “Exchange Shares Registrable Securities”),
including an obligation to file a registration statement covering the resale by the Investors of their Exchange Shares Registrable Securities
no later than 30 days following the closing of the transactions contemplated by the Merger Agreement. We have agreed to use commercially
reasonable efforts to cause such registration statement to be declared effective as soon as practicable (and in no event later than the
earlier 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
SEC staff determines to review the registration statement) and to keep such registration statement effective until the date that all Exchange
Shares Registrable Securities covered by such registration statement have been sold or can be sold without restriction pursuant to Rule
144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereof) promulgated under the Securities Act.
We have agreed to be responsible for all fees and expenses incurred in connection with the registration of the Exchange Shares Registrable
Securities.
Investor Rights Agreement
Vivek Ramaswamy, together
with an affiliated trust managed by a third-party trustee and investment advisor, Matthew Cole, 2025-10 Investments LLC (controlled by
Benjamin Pham) and Anson Frericks (the “Controlling Shareholders”) are party to that certain First Amended and Restated Investor
Rights Agreement, dated as of July 15, 2024, by and among Strive Enterprises, Inc. and the other parties thereto (the “IRA”)
(as amended by that certain First Amendment to the First Amended and Restated Investors’ Rights Agreement, dated as of September
12, 2025 (such amendment to the IRA, the “IRA Amendment”), pursuant to which such Controlling Shareholders have agreed, subject
to certain exceptions, not to transfer or take certain other actions with respect to Common Stock or any securities convertible into or
exercisable or exchangeable (directly or indirectly) for Common Stock, in each case, issued in connection with the Merger, until thirty
(30) calendar days following the effectiveness of the shelf registration statement on Form S-3 or Form S-1 (or a prospectus supplement
pursuant to an existing registration statement on such forms) registering the resale of the shares issuable in the PIPE Financing that
are eligible for registration following the closing of the Merger.
11
Anti-Takeover Effects of Nevada Law and
Our Articles of Incorporation and Bylaws
Some provisions of Nevada
law, the A&R Articles of Incorporation, and the A&R Bylaws contain provisions that could make the following transactions more
difficult: 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
of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter
transactions that stockholders may otherwise consider to be in their best interests or in our best interests, including transactions that
provide for payment of a premium over the market price for our shares.
These provisions, summarized
below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage
persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the increased
protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure
us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of
their terms.
Election and Removal of Directors
Subject to the rights of
any Preferred Stock series entitled to elect directors separately, the board shall consist of a minimum of five (5) and a maximum
of eleven (11) directors. Unless otherwise specified in the A&R Articles of Incorporation, the directors shall be divided into
three (3) classes — Class I, Class II, and Class III — with each class comprising
approximately one-third (1/3) of the total number of directors.
Stockholders seeking to nominate
individuals for election to the board of directors or to propose other business at a stockholder meeting must provide advance written
notice and comply with specific procedural and content requirements. To bring such matters before an annual meeting, the stockholder must
be 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
principal executive offices no earlier than the 120
th
day and no later than the close of business on the 90
th
day
prior to the first anniversary of the previous year’s annual meeting. If the meeting date is advanced by more than 60 days
or delayed by more than 30 days from the prior year’s anniversary date, notice must be delivered no earlier than the 120
th
day
before the meeting and no later than the later of the 90
th
day before the meeting or the 10
th
day after
public announcement of the meeting date. A public announcement of an adjournment or postponement does not restart or extend the notice
period.
Directors are elected at
the annual meeting of stockholders on a staggered three-class basis, except in cases of vacancies. Each director elected serves until
a successor is duly elected and qualified. Directors may be removed from office only for cause and only by the affirmative vote of at
least two-thirds (2/3) of the voting power of the shares entitled to vote generally in the election of directors, voting together
as a single class.
Limitations on Written Consents
Any action that is required
or 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
(excluding any who abstain in writing in accordance with Nevada Revised Statutes (“NRS”) 78.315(2)) provide written consent
or consent by electronic transmission. These consents must be filed with the official minutes of the board or committee proceedings, in
either paper or electronic form, consistent with how the minutes are maintained. For so long as the Common Stock held by the stockholders
that are party to the Shareholders Agreement (as defined in the A&R Articles of Incorporation) represents at least twenty-five percent
(25%) of the Company’s total voting power, any action required or permitted to be taken at an annual or special meeting of stockholders
may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action
so taken, shall be signed by the holders of our outstanding capital stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. However,
once the Common Stock held by the stockholders that are party to the Shareholders Agreement ceases to represent at least twenty-five percent
(25%) of our total voting power (the date on which this occurs, the “Sunset Date”), any action required or permitted to be
taken at any annual or special meeting of stockholders may only be taken upon a vote of stockholders at an annual or special meeting of
stockholders duly noticed and called in accordance with the A&R Bylaws and the NRS and may not be taken by written consent of stockholders
without a meeting.
Stockholder Meetings
Written notice of a stockholder
meeting must be delivered to each stockholder of record entitled to vote no fewer than ten (10) and no more than sixty (60) days
before the meeting. The notice must include the physical location, if any, the date and time, any means of remote communication by which
stockholders and proxy holders may be deemed present and vote, the record date for determining voting eligibility, and, for special meetings,
the purpose(s) of the meeting. Unless otherwise specified, no additional notice is required for adjourned meetings if the time, location
(if any), and remote communication means (if any) are announced at the original meeting. However, if the adjournment lasts more than sixty
(60) days or a new record date is set, a new notice must be provided.
12
Cumulative Voting
Pursuant to the NRS, the articles
of incorporation of any corporation may provide for cumulative voting in the election of directors. The A&R Articles of Incorporation
and the A&R Bylaws do not permit stockholders to cumulate their votes in the election of directors. The A&R Bylaws provide that,
subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specific circumstances, directors
shall 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
and entitled to vote on the election of directors.
Restrictions on Beneficial Ownership
We are authorized to redeem,
suspend rights of, or require the sale of shares of Common Stock or Preferred Stock if a stockholder, together with its Affiliates (as
defined in the A&R Articles of Incorporation), would otherwise exceed twenty percent (20%) of the total voting power of our outstanding
capital stock. In such instances, we may (i) redeem a sufficient number of shares to eliminate the excess, at a price equal to either
a mutually agreed amount or, if no agreement is reached, seventy-five percent (75%) of fair market value if the holder is at fault
for exceeding such percentage, or one hundred percent (100%) if not at fault, as determined in good faith by disinterested members of
the board, (ii) suspend ownership rights causing the excess, or (iii) require the sale of the necessary number of shares, which
the holder must promptly carry out. Notice of redemption shall be given in writing between fifteen (15) and thirty (30) days,
or a shorter period as determined by the board of directors, prior to the redemption date, by first class mail, overnight courier, or
electronic mail, specifying the redemption details. Upon surrender, the redemption price shall be paid, and if fewer than all shares represented
by a certificate are redeemed, a new certificate shall be issued for the remainder. From the redemption date, unless we default on payment,
all rights in the redeemed shares shall terminate, and such shares shall no longer be transferable or deemed outstanding. These provisions
do not apply to us, our Affiliates, or Permitted Transferees (as defined in the A&R Articles of Incorporation), and we have no authority
to redeem, suspend, or require the sale of any shares held by such parties, notwithstanding any contrary provision in the A&R Articles
of Incorporation
.
Corporate Opportunity Waiver
No Non-Employee Director
(as defined in the A&R Articles of Incorporation) (including any Non-Employee Director who serves as an officer in both his or
her director and officer capacities) or his or her affiliates shall, to the fullest extent permitted by law, have any duty to refrain
from directly or indirectly (i) engaging in the same or similar business activities or lines of business in which we or any of our
affiliates engage or propose to engage or (ii) otherwise competing with us or any of our affiliates, and, to the fullest extent permitted
by 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
reason of the fact that such person engages in any such activities or did not communicate or offer such activities to us. However, we
do not renounce our interest in any corporate opportunity offered to any Non-Employee Director if such opportunity is expressly offered
to such person solely in his or her capacity as a director or officer of Strive.
Nevada “Combinations with Interested Stockholders”
Statutes
Nevada’s “combinations
with interested stockholders” statutes (NRS 78.411 through 78.444, inclusive) prohibit specified types of business “combinations”
between certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after such person
first becomes an “interested stockholder” unless the corporation’s board of directors approves, in advance, either the
combination or the transaction by which such person becomes an “interested stockholder,” or unless the combination is approved
by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder,
its affiliates and associates. Further, in the absence of prior approval certain restrictions may apply even after such two-year period.
However, these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years
after the person first became an interested stockholder. For purposes of these statutes, an “interested stockholder” is any
person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares
of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition
of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an “interested
stockholder.” These statutes generally apply to Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation
may 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
original articles of incorporation or in an amendment effective prior to the company having 200 or more stockholders of record, then the
amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power
of the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective until
18 months after the vote approving the amendment and does not apply to any combination with a person who first became an interested stockholder
on or before the effective date of the amendment. We have opted out of these statutes in the A&R Articles of Incorporation until the
Sunset Date.
13
Amendment of Articles of Incorporation
Amendments to the A&R
Articles of Incorporation must first be approved by the board of directors and then submitted to the stockholders for approval, requiring
the affirmative vote of holders of at least a majority of the outstanding shares. However, from and after the Sunset Date, the provisions
contained in Articles Five through Twelve thereof may not be amended, repealed, or otherwise altered — including through
the adoption of new provisions intended to override or circumvent them — unless such changes are approved by the affirmative
vote of at least sixty-six and two-thirds percent (66 2/3%) of the total voting power of all outstanding voting securities,
voting together as a single class.
Amendment of Bylaws
Our board of directors holds
the non-exclusive authority to adopt, amend, or repeal our bylaws, except as otherwise provided in the bylaws themselves. Stockholders
entitled to vote also possess the power to amend, modify, repeal, or adopt new bylaw provisions at any annual or special meeting, provided
advance notice of the proposed changes is given. Any stockholder-initiated amendments must either be approved by the board of directors
or receive the affirmative vote of (i) a majority of the total voting power of all outstanding voting securities entitled to vote
in 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
two-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
Sunset Date
The provisions of Nevada
law, the A&R Articles of Incorporation, and the A&R Bylaws could have the effect of discouraging others from attempting hostile
takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result
from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of
our board of directors and management. It is possible that these provisions could make it more difficult to accomplish transactions that
stockholders may otherwise deem to be in their best interests.
Outstanding Warrants
As of September 12, 2025,
following the closing of the Merger and the PIPE Financing, we had outstanding 209,771,462 Pre-Funded Warrants, 555,259,256 Traditional
Warrants, and 31,500 ASST Legacy Warrants (as defined below).
Pre-Funded Warrants
Each Pre-Funded Warrant has
an exercise price of $0.0001 per share, is exercisable immediately on issuance and is exercisable until the Pre-Funded Warrant is exercised
in full. The Pre-Funded Warrant includes customary anti-dilution adjustments.
Under the terms of the Pre-Funded
Warrants, we may not effect the exercise of any such warrant, and a holder is not entitled to exercise any portion of any such warrant,
if, upon giving effect to such exercise and unless otherwise elected by such subscriber pursuant to their Subscription Agreement, the
aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates, any other persons acting as
a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of Common Stock
would 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%
of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined
in accordance with the terms of such warrant.
We
have agreed to make certain payments to the Subscribers as liquidated damages and not as a penalty upon failure to deliver shares of Class
A Common Stock upon exercise of the Pre-Funded Warrant in accordance with the terms of the Pre-Funded Warrant.
14
Traditional Warrants
Each Traditional Warrant
has an exercise price of $1.35 per share, is exercisable immediately upon issuance and until the Traditional Warrants expire on the first
anniversary of the date on which a registration statement registering such warrants becomes effective. The Traditional Warrants include
customary anti-dilution adjustments.
Under the terms of the Traditional
Warrants, we may not effect the exercise of any such warrant, and a holder is not entitled to exercise any portion of any such warrant,
if, upon giving effect to such exercise and unless otherwise elected by such subscriber pursuant to their Subscription Agreement, the
aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates, any other persons acting as
a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of Common Stock
would 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%
of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined
in accordance with the terms of such warrant.
We
have agreed to make certain payments to the Subscribers as liquidated damages and not as a penalty upon failure to deliver shares of Class
A Common Stock upon exercise of the Traditional Warrant in accordance with the terms of the Traditional Warrant.
ASST Legacy Warrants
In connection with certain
private placements, pursuant to Asset Entities’ engagement letter agreement with Boustead Securities, LLC (“Boustead”),
dated November 29, 2021, Asset Entities issued Boustead five-year warrants to purchase up to 10,500 shares of common stock in aggregate,
with an exercise price of $31.25 per share (the “Placement Agent Warrants”). The Placement Agent Warrants are exercisable
for a period of five years, and contain cashless exercise provisions.
Pursuant to the underwriting
agreement, dated February 2, 2023, between Asset Entities and Boustead as the representative of the underwriters in Asset Entities’
initial public offering, on February 7, 2023, which was the commencement date of sales in Asset Entities’ initial public offering,
Asset 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
Warrant”, and together with the Placement Agent Warrants, the “ASST Legacy Warrants”). The Representative Warrant is
exercisable upon issuance, has a cashless exercise provision and will terminate on the fifth anniversary of the date of issuance. The
Representative Warrant is not exercisable or convertible for more than five years from the commencement date of sales in the initial public
offering. The Representative Warrant also provides for customary anti-dilution provisions and immediate “piggyback” registration
rights with respect to the registration of the shares of common stock underlying the Representative Warrant for a period not to exceed
five years from the commencement of sales in the initial public offering.
Choice of Forum
The A&R Articles of Incorporation
provide that the Eighth Judicial District Court of Clark County, Nevada be the sole and exclusive forum for any actions, suits or proceedings,
whether civil, administrative or investigative or that assets any claim or counterclaim: (a) brought in our name or right or on its
behalf, (b) asserting a claim for breach of any fiduciary duty owed by any of our current or former directors, officers, stockholders,
employees, agents or fiduciaries or its stockholders, (c) for any internal action (as defined in NRS 78.046), including any action
asserting a claim against us arising pursuant to any provision of NRS Chapters 78 or 92A, any provision of the A&R Articles of Incorporation
or A&R Bylaws, any agreement entered into pursuant to NRS 78.365 or as to which the NRS confers jurisdiction on the district court
of the State of Nevada, (d) to interpret, apply, enforce or determine the validity of the A&R Articles of Incorporation or A&R
Bylaws or (e) governed by the internal affairs doctrine;
provided
that such exclusive forum provisions will not apply
to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive
jurisdiction. Our A&R Articles of Incorporation further provide that the federal district courts of the United States of America shall
be the sole and exclusive forum for the resolution of any claim asserting a cause of action arising under the Securities Act, against
any person in connection with any offering of our securities, including, for the avoidance of doubt, any auditor, underwriter, expert,
control person, or other defendant, which person shall have the right to enforce this clause. Any person or entity purchasing or otherwise
acquiring any interest in shares of our capital stock shall be deemed to have notice of and, to the fullest extent permitted by law, to
have consented to the above provisions of the A&R Articles of Incorporation. Investors cannot waive compliance with the federal securities
laws and the rules and regulations thereunder.
Listing
Our Class A Common Stock
is listed on the NASDAQ Global Market under the trading symbol “ASST.”
Transfer Agent and Registrar
The transfer agent and registrar
for the Class A Common Stock is VStock Transfer, LLC.
15
Description of
Depositary Shares
We may issue depositary shares
from time to time. The following description summarizes the general terms and provisions of the depositary shares that we may offer pursuant
to this prospectus. The specific terms relating to any depositary shares that we offer will be described in a prospectus supplement, which
you should read. Because the terms of the specific depositary shares offered may differ from the general information that we have provided
below, you should rely on information in the applicable prospectus supplement that contradicts any information below. The summary below
is not complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of the applicable deposit agreement,
which will be in the form filed as an exhibit to or incorporated by reference in the registration statement of which this prospectus is
a part at or prior to the time of the issuance of those depositary shares, as well as our amended and restated certificate of incorporation
or any certificate of designation relating to the applicable series of Preferred Stock.
We may, at our option, elect
to offer fractional interests in shares of a series of Preferred Stock as depositary shares, rather than full shares of Preferred Stock.
In such event, we will issue depositary receipts for those depositary shares, each of which will represent a fraction of a share of a
particular class or series of Preferred Stock, as described in the related prospectus supplement.
Shares of any series of Preferred
Stock represented by depositary shares will be deposited with a depositary named in a prospectus supplement, under a deposit agreement
between us and the depositary. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion
to the applicable fraction of a share of Preferred Stock represented by the depositary share, to all of the rights, preferences and privileges
of the Preferred Stock represented thereby (including dividend, voting, conversion, exchange, redemption and liquidation rights, if any).
Depositary shares will be
evidenced by depositary receipts issued pursuant to the applicable deposit agreement. Depositary receipts will be distributed to those
persons purchasing the fractional interests in shares of Preferred Stock as described in the applicable prospectus supplement.
16
Description of
Debt Securities
We may issue senior or subordinated
debt securities under one or more indentures. The debt securities will constitute either our senior or subordinated debt. We will issue
debt securities that will be senior debt under a senior debt indenture between us and a senior debt trustee, and we will issue debt securities
that will be subordinated debt under a subordinated debt indenture between us and a subordinated debt trustee. This prospectus refers
to the senior debt indenture and the subordinated debt indenture individually as the indenture and collectively as the indentures. This
prospectus 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
series of debt securities, we will describe the specific terms for the securities in a supplement to this prospectus. The prospectus supplement
will also indicate whether the general terms and provisions described in this prospectus apply to a particular series of debt securities.
We have summarized certain
terms and provisions of the indentures. The summary is not complete and is qualified in its entirety by the indentures which will be incorporated
by reference as an exhibit to the registration statement for these securities. You should read the indentures for the provisions which
may be important to you. The indentures are subject to and governed by the Trust Indenture Act of 1939, as amended. The indentures are
substantially identical, except for the provisions relating to subordination and covenants. See “
—Subordinated Debt
”
and “
—Covenants
.” Neither indenture will limit the amount of debt securities which we may issue. We may issue
debt securities up to an aggregate principal amount as we may authorize from time to time. The prospectus supplement will describe the
terms of any debt securities being offered, including:
●
classification as senior or subordinated debt securities;
●
ranking of the specific series of debt securities relative to other outstanding indebtedness, including
subsidiaries’ debt;
●
if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent
date, that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness;
●
the designation, aggregate principal amount and authorized denominations;
●
the maturity date;
●
the interest rate, if any, and the method for calculating the interest rate;
●
the interest payment dates and the record dates for the interest payments;
●
any mandatory or optional redemption terms or prepayment, conversion, sinking fund or exchangeability
or convertibility provisions;
●
whether any collateral or other security will be pledged in respect of the debt securities;
●
the place where we will pay principal and interest;
●
if other than denominations of $1,000 or multiples of $1,000, the denominations the debt securities will
be issued in;
●
whether the debt securities will be issued in the form of global securities or certificates;
●
additional provisions, if any, relating to the defeasance of the debt securities;
●
the currency or currencies, if other than the currency of the United States, in which principal and interest
will be paid;
●
any United States federal income tax consequences;
17
●
the dates on which premium, if any, will be paid;
●
our right, if any, to defer payment interest and the maximum length of this deferral period;
●
any listing on a securities exchange;
●
the initial public offering price; and
●
other specific terms, including any additional events of default or covenants.
Senior Debt
We will issue under the senior
debt indenture the debt securities that will constitute part of our senior debt. These senior debt securities will rank equally and pari
passu with all of our other unsecured and unsubordinated debt.
Subordinated Debt
We will issue under the subordinated
debt indenture the debt securities that will constitute part of our subordinated debt. These subordinated debt securities will be subordinate
and junior in right of payment, to the extent and in the manner set forth in the subordinated debt indenture, to all of our “senior
indebtedness.” The subordinated debt indenture defines “senior indebtedness” as the principal of (and premium, if any)
and interest on (i) all of our indebtedness for borrowed money, (ii) all of our obligations evidenced by bonds, debentures, notes or other
similar instruments, (iii) all of our obligations in respect of letters of credit or bankers’ acceptance or other similar instruments
(or reimbursement obligations with respect thereto), (iv) all of our obligations to pay the deferred purchase price of property or services,
except trade payables, (v) all of our obligations as lessee under capital leases, (vi) all debt of others secured by a lien on any of
our assets, (vii) all debt of others guaranteed by us, (viii) all of our redeemable shares valued at the greater of their voluntary or
involuntary liquidation preference plus accrued and unpaid dividends, and (ix) all of our obligations under any currency agreements and
interest rate agreements. “Senior indebtedness” does not include (i) any obligations that, when incurred, was without recourse,
(ii) any other obligations that are specifically designated as not being senior in right of payment to the subordinated debt securities,
and (iii) our redeemable shares.
In general, the holders of
all senior indebtedness are first entitled to receive payment of the full amount unpaid on senior indebtedness before the holders of any
of the subordinated debt securities or coupons are entitled to receive a payment on account of the principal or interest on the indebtedness
evidenced by the subordinated debt securities in certain events. These events include:
●
any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar
proceedings which concern us or a substantial part of our property;
●
a default having occurred for the payment of principal, premium, if any, or interest on or other monetary
amounts due and payable on any senior indebtedness or any other default having occurred concerning any senior indebtedness, which permits
the holder or holders of any senior indebtedness to accelerate the maturity of any senior indebtedness with notice or lapse of time, or
both. Such an event of default must have continued beyond the period of grace, if any, provided for such event of default, and such an
event of default shall not have been cured or waived or shall not have ceased to exist; or
●
the principal of, and accrued interest on, any series of the subordinated debt securities having been
declared due and payable upon an event of default pursuant to the subordinated debt indenture. This declaration must not have been rescinded
and annulled as provided in the subordinated debt indenture.
If this prospectus is being
delivered in connection with a series of subordinated debt securities, the accompanying prospectus supplement or the information incorporated
in this prospectus by reference will set forth the approximate amount of senior indebtedness outstanding as of the end of the most recent
fiscal quarter.
18
Events of Default
When we use the term “Event
of 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,
upon 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
default 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
to such debt securities or in such debt securities (other than defaults specified in clause (i) or (ii) above) and such default or breach
continues 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
more in aggregate principal amount of all outstanding debt securities affected thereby specifying such default or breach and requiring
it to be remedied;
(iv)
certain events of bankruptcy, insolvency, reorganization, administration or similar proceedings with respect
to 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
than an Event of Default specified in clause (iv) above) with respect to any series of debt securities then outstanding occurs and is
continuing, then either the trustee or the holders of not less than 25% in aggregate principal amount of all outstanding debt securities
may declare the entire principal of such debt securities (or such lesser amount as may be provided in the terms of the debt securities),
and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same will become immediately
due and payable.
If an Event of Default under
the indenture specified in clause (iv) above occurs and is continuing, then the principal amount of all outstanding debt securities (or
such lesser amount as may be provided in the terms of the debt securities) and interest accrued thereon, if any, will become immediately
due 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
majority in principal amount of all outstanding debt securities affected (or such lesser amount as may be provided in the terms of the
debt securities), by notice to us and the trustee, may waive all defaults with respect to such debt securities and rescind and annul such
declaration and its consequences if, at any time after the principal of any debt securities (or such lesser amount as may be provided
in 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
or 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
matured installments of interest upon all such debt securities and the principal of such debt securities (or such lesser amount as may
be provided in the terms of the debt securities), with interest on such principal and interest, and such amount paid or deposited is sufficient
to cover all amounts owing to the trustee, provided that all Events of Default under the indenture, other than the non-payment of the
principal of the debt securities have been cured, waived or otherwise remedied.
The holders of at least a
majority in principal amount of all outstanding debt securities affected (or such lesser amount as may be provided in the terms of the
debt securities), by notice to the trustee, may waive an existing default or Event of Default with respect to the debt securities of such
series and its consequences, except a default in the payment of principal of or interest on any outstanding debt securities or in respect
of a covenant or provision of the indenture which cannot be modified or amended without the consent of the holder of each outstanding
debt security affected.
A holder of debt securities
cannot institute any proceeding, judicial or otherwise, with respect to the indenture or such debt securities, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless (i) such holder has previously given to the trustee written notice
of a continuing Event of Default with respect to such debt securities, (ii) the holders of at least 25% in aggregate principal amount
of outstanding debt securities affected have made written request to the trustee to institute proceedings in respect of such Event of
Default in its own name as trustee, (iii) such holder or holders have offered to the trustee indemnity reasonably satisfactory to the
trustee against any costs, liabilities or expenses to be incurred in compliance with such request, (iv) the trustee for 60 days after
its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding, and (v) during such 60-day period,
the holders of a majority in aggregate principal amount of the outstanding debt securities affected have not given the trustee a direction
that is inconsistent with such written request. This limitation does not apply to a holder’s ability to bring suit for the enforcement
of any payment of principal of, or interest on, any of such holder’s debt securities on or after the due dates expressed on such
debt securities.
19
The trustee is not under
any obligation to exercise any of its rights or powers at the request, order or direction of any of the holders, unless such holders have
offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance
with such request or direction.
Subject to certain exceptions,
the holders of at least a majority in principal amount of all outstanding debt securities affected (or such lesser amount as may be provided
in the terms of the debt securities) may direct the time, method and place of conducting any proceeding for any remedy available to the
trustee or exercising any trust or power conferred on the trustee.
If a default occurs and is
continuing and if such default is known to the trustee, the trustee will give notice of such default to each holder of the debt securities
affected within 90 days after such default, unless such default has been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of or interest on the debt securities, the trustee is protected in withholding such
notice 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
to each trustee an annual statement as to compliance with all conditions and covenants under the indenture.
Modification and Waiver
Each indenture may be amended
or supplemented without notice to or the consent of any holder of debt securities in order to:
●
cure any ambiguity, defect or inconsistency; provided that such amendments or supplements do not
materially and adversely affect the interests of the holders;
●
provide for the assumption of our obligations in the case of a merger or consolidation;
●
comply with any requirements of the SEC in connection with qualification of the indenture under the Trust
Indenture Act;
●
evidence and provide for the acceptance of appointment by a successor trustee and add to or change any
of the provisions of the indenture;
●
establish the form or forms or terms of debt securities of any series or of the coupons appertaining to
such debt securities;
●
provide for uncertificated or unregistered debt securities and make all appropriate changes for such purpose;
and
●
make any change that does not materially and adversely affect the rights of any holder.
Other amendments and modifications
of 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
debt securities affected by such amendment, and the holders of a majority in principal amount of the outstanding debt securities affected
by written notice to the trustee may waive future compliance by us with any provision of the indenture or such debt securities. However,
no amendment or waiver may, without the consent of the holder of each outstanding debt security affected:
●
change the stated maturity of the principal of, or any sinking fund obligation or any installment of interest
on, such holder’s debt security;
●
reduce the principal amount of such holder’s debt security or the rate of interest thereon (including
any amount in respect of original issue discount);
●
reduce the percentage of outstanding debt securities the consent of whose holders is necessary to modify
or amend the indenture with respect to the debt securities; and
●
reduce the percentage in principal amount of outstanding debt securities the consent of whose holders
is required for any supplemental indenture or for any waiver of compliance with certain provisions of the indenture or certain defaults
and their consequences provided for in the indenture.
20
The subordinated debt indenture
may not be amended to alter the subordination of any outstanding subordinated debt securities without the consent of each holder of senior
indebtedness then outstanding that would be adversely affected by such an amendment.
Covenants
Consolidation, Merger
or Sale of Assets
We will not consolidate with,
merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of our property and assets (in one
transaction or a series of related transactions) to, any person unless either (x) we are the continuing person or (y) the person (if other
than us) formed by such consolidation or into which we are merged or to which our properties and assets are sold, conveyed, transferred
or leased is a person organized and validly existing under the laws of the United States or any jurisdiction thereof and expressly assumes,
by a supplemental indenture, executed and delivered to the trustee, all of our obligations on all of the debt securities and under the
indenture.
Upon any consolidation or
merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of our property and assets, the successor
person formed by such consolidation or into which we are merged or to which such sale, conveyance, transfer, lease or other disposition
is made will succeed to, and be substituted for, and may exercise every right and power of, us under the indenture with the same effect
as 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
of all obligations and covenants under the indenture and the debt securities.
Satisfaction, Discharge and
Covenant Defeasance
We may terminate our obligations
under the indenture with respect to a series of debt securities, when:
●
we have paid or caused to be paid the principal of and interest on such series of debt securities as and
when such debt securities become due and payable;
●
we have delivered to the trustee for cancellation all debt securities of such series that have been authenticated;
or
●
all debt securities of such series not delivered to the trustee for cancellation have become due and payable,
or by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory
to the trustee for the giving of notice of redemption, and we have irrevocably deposited or caused to be deposited with the trustee the
entire amount in cash or
U.S. government obligations,
maturing as to principal and interest in such amounts and at such times as will ensure the availability of cash sufficient to pay at maturity
or upon redemption of all debt securities of such series not delivered to the trustee for cancellation, including principal and interest
due or to become due on or prior to such date of maturity or redemption (a “Discharge”).
We may elect to have our
obligations under each indenture discharged with respect to the outstanding debt securities of any series (“legal defeasance”).
Legal defeasance means that we will be deemed to have paid and discharged the entire indebtedness represented by the outstanding debt
securities of such series under such indenture, except for:
●
rights of registration of transfer and exchange, and our right of optional redemption;
●
substitution of apparently mutilated, defaced, destroyed, lost or stolen debt securities;
●
rights of holders to receive payments of principal of the debt securities and interest thereon, upon the
original stated due dates (but not upon acceleration);
21
●
the rights, obligations and immunities of the trustee; and
●
the rights of the holders of debt securities of such series as beneficiaries with respect to the property
deposited with the trustee payable to all or any of them.
In addition, we may elect
to have our obligations released with respect to certain covenants in each indenture (“covenant defeasance”). Any omission
to comply with these obligations will not constitute a default or an event of default with respect to the debt securities of any series.
In the event covenant defeasance occurs, certain events, not including non-payment, bankruptcy and insolvency events, described under
“Events of Default” will no longer constitute an event of default for that series.
In order to exercise either
legal defeasance or covenant defeasance with respect to outstanding debt securities of any series:
●
we have deposited or caused to be irrevocably deposited with the trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the holders of the debt securities of such series, (i) money in an amount,
or (ii) U.S. government obligations which through the payment of interest and principal in respect thereof in accordance with their terms
will provide not later than one day before the due date of any payment money in an amount, or (iii) a combination thereof, sufficient
to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes
or other charges and assessments in respect thereof payable by the trustee (x) the principal of, premium, if any, and each installment
of interest on the outstanding debt securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or
analogous payments applicable to the debt securities of such series on the day on which such payments are due and payable in accordance
with the terms of debt securities of such series and the indenture;
●
we have delivered to the trustee (i) an opinion of counsel to the effect that holders of debt securities
of 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
or 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
as would have been the case if such deposit, defeasance and discharge had not occurred, or a ruling directed to the trustee received from
the 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
creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit,
the 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
Law;
●
immediately after giving effect to such deposit on a pro forma basis, no event of default, or event that
after 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
of 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
or violation of, or constitute a default under, any other agreement or instrument to which we are a party or by which we are bound;
●
if at such time the debt securities of such series are listed on a national securities exchange, we have
delivered to the trustee an opinion of counsel to the effect that the debt securities of such series will not be delisted as a result
of such deposit, defeasance and discharge;
●
we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating
that all conditions precedent to the defeasance and discharge have been complied with; and
●
in the case of covenant defeasance, if the debt securities of such series are to be redeemed prior to
the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption has been
duly given pursuant to the indenture.
Concerning Our Relationship with the Trustees
We and our subsidiaries may
maintain ordinary banking relationships and credit facilities with the trustee.
22
Description of
Warrants
We may issue warrants to
purchase our debt or equity securities or securities of third parties or other rights, including rights to receive payment in cash or
securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination
of the foregoing. Warrants may be issued independently or together with any other securities and may be attached to, or separate from,
such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant
agent. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be
set forth in the applicable prospectus supplement.
The applicable prospectus
supplement will describe the following terms of any warrants in respect of which this prospectus is being delivered:
●
the title of such warrants;
●
the aggregate number of such warrants;
●
the price or prices at which such warrants will be issued;
●
the currency or currencies in which the price of such warrants will be payable;
●
the securities or other rights, including rights to receive payment in cash or securities based on the
value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable
upon exercise of such warrants;
●
the price at which and the currency or currencies in which the securities or other rights purchasable
upon exercise of such warrants may be purchased;
●
the date on which the right to exercise such warrants shall commence and the date on which such right
shall expire;
●
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
●
if applicable, the designation and terms of the securities with which such warrants are issued and the
number of such warrants issued with each such security;
●
if applicable, the date on and after which such warrants and the related securities will be separately
transferable;
●
information with respect to book-entry procedures, if any;
●
if applicable, a discussion of any material United States federal income tax considerations; and
●
any other terms of such warrants, including terms, procedures and limitations relating to the exchange
and exercise of such warrants.
23
Description of
Units
As specified in the applicable
prospectus supplement, we may issue units consisting of one or more warrants, debt securities, shares of Preferred Stock, shares of Common
Stock or any combination of such securities. The applicable supplement will describe:
●
the terms of the units and of the warrants, debt securities, Preferred Stock and Common Stock comprising
the units, including whether and under what circumstances the securities comprising the units may be traded separately;
●
a description of the terms of any unit agreement governing the units; and
●
a description of the provisions for the payment, settlement, transfer or exchange of the units.
24
Forms of Securities
Each debt security, warrant
and unit will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities
representing the entire issuance of securities. Certificated securities in definitive form and global securities will be issued in registered
form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities
or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the
trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the
debt securities, warrants or units represented by these global securities. The depositary maintains a computerized system that will reflect
each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank,
trust company or other representative, as we explain more fully below.
Global Securities
Registered Global Securities
.
We may issue the registered debt securities, warrants and units in the form of one or more fully registered global securities that will
be deposited with a depositary or its nominee identified in the applicable prospectus supplement and registered in the name of that depositary
or nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal
to the portion of the aggregate principal or face amount of the securities to be represented by registered global securities. Unless and
until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except
as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary
or those nominees.
If not described below, any
specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be
described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary
arrangements.
Ownership of beneficial interests
in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that
may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry
registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially
owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the
accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership
interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records
of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers
of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge
beneficial interests in registered global securities.
So long as the depositary,
or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered
the sole owner or holder of the securities represented by the registered global security for all purposes under the applicable indenture,
warrant agreement, guaranteed trust preferred security or unit agreement. Except as described below, owners of beneficial interests in
a registered global security will not be entitled to have the securities represented by the registered global security registered in their
names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the
owners or holders of the securities under the applicable indenture, warrant agreement, guaranteed trust preferred security or unit agreement.
Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for
that registered global security and, if that person is not a participant, on the procedures of the participant through which the person
owns its interest, to exercise any rights of a holder under the applicable indenture, warrant agreement, guaranteed trust preferred security
or unit agreement. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial
interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the applicable
indenture, warrant agreement, guaranteed trust preferred security or unit agreement, the depositary for the registered global security
would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize
beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding
through them.
25
Principal, premium, if any,
and interest payments on debt securities, and any payments to holders with respect to warrants, guaranteed trust preferred securities
or units, represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary
or its nominee, as the case may be, as the registered owner of the registered global security. None of Strive, the trustees, the warrant
agents, 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
responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the
registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.
We expect that the depositary
for any of the securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or
other distribution of underlying securities or other property to holders on that registered global security, will immediately credit participants’
accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records
of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held
through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities
held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those
participants.
If the depositary for any
of these securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases
to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange
Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the registered global security
that had been held by the depositary. Any securities issued in definitive form in exchange for a registered global security will be registered
in the name or names that the depositary gives to the relevant trustee, warrant agent, unit agent or other relevant agent of ours or theirs.
It is expected that the depositary’s instructions will be based upon directions received by the depositary from participants with
respect to ownership of beneficial interests in the registered global security that had been held by the depositary.
26
Plan of Distribution
We may sell the securities
of or within any series to or through agents, underwriters, dealers, direct sales, remarketing firms or other third parties or directly
to one or more purchasers or through a combination of any of these methods. We may issue securities as a dividend or distribution. In
some 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
and 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
securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution
and 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
or 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’
or 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
securities. We will name any agent involved in offering or selling securities, and disclose any commissions that we will pay to the agent,
in the applicable prospectus supplement. Unless we tell you otherwise in the applicable prospectus supplement, the agents will agree to
use their reasonable efforts to solicit purchases for the period of their appointment or to sell our securities on a continuing basis.
Our 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
underwriters. If we use underwriters, the underwriters will acquire the securities for their own account, including without limitation
through underwriting, purchase, security lending, repurchase or other agreements with us. Unless we tell you otherwise in the applicable
prospectus supplement, the underwriters may resell those securities in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of sale. Unless the applicable prospectus supplement states
otherwise, the obligations of the underwriters to purchase any series of securities will be subject to conditions precedent, and the underwriters
will be obligated to purchase all of the securities if any are purchased. The underwriters may change any initial public offering price
and any discounts or concessions they give to dealers.
Dealers
We may use a dealer to sell
the securities. If we use a dealer, we, as principal, will sell the securities to the dealer who will then sell the securities to the
public at varying prices that the dealer will determine at the time it sells our securities.
Direct Sales
We may solicit directly offers
to purchase the securities, and we may sell securities directly to purchasers without the involvement of agents, underwriters or dealers.
We will describe the terms of our direct sale in the applicable prospectus supplement.
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Other Means of Distribution
Securities may also be offered
and sold, if we so indicate in the applicable prospectus supplement, by one or more firms (“remarketing firms”) acting as
principals for their own accounts or as our agents in connection with a remarketing of such securities following their purchase or redemption
or 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
offerings into an existing trading market in accordance with Rule 415(a)(4).
We may authorize our agents,
dealers and underwriters to solicit offers by certain institutions to purchase the securities at the public offering price under delayed
delivery contracts. If we use delayed delivery contracts, we will disclose that we are using them in the applicable prospectus supplement
and will tell you when we will demand payment and delivery of the securities under the delayed delivery contracts. These delayed delivery
contracts will be subject only to the conditions that we describe in the prospectus supplement.
With or without the involvement
of agents, underwriters, dealers, direct sales, remarketing firms or other third parties, we may utilize the Internet or other electronic
bidding or ordering systems for the pricing and allocation of securities. Such a system may allow bidders to directly participate, through
electronic access to an auction site, by submitting conditional offers to buy that are subject to acceptance by us. The use of such a
system may affect the price or other terms at which such securities are sold. The final offering price at which securities would be sold,
and the allocation of securities among bidders, would be based in whole or in part on the results of the bidding process or auction. Many
variations of the Internet auction or pricing and allocating systems are likely to be developed in the future, and we may utilize such
systems in connection with the sale of securities. We will describe in the applicable prospectus supplement how any auction or bidding
process will be conducted to determine the price or any other terms of the securities, how potential investors may participate in the
process and, where applicable, the nature of the obligations of any agent, underwriter, dealer, direct sales or remarketing firm with
respect to the auction or ordering system.
Derivative Transactions and Hedging
We may enter into derivative
or other hedging transactions involving the securities with third parties, or sell securities not covered by the prospectus to third parties
in privately-negotiated transactions. If we so indicate in the applicable prospectus supplement, in connection with those derivative transactions,
the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions,
or may lend securities in order to facilitate short sale transactions by others. If so, the third party may use securities pledged by
us or borrowed from us or others to settle those sales or to close out any related open borrowings of securities, and may use securities
received from us in settlement of those derivative or hedging transactions to close out any related open borrowings of securities. The
third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective
amendment to the registration statement of which this prospectus is a part).
We may effect sales of securities
in connection with forward sale, option or other types of agreements with third parties. Any distribution of securities pursuant to any
forward sale agreement may be effected from time to time in one or more transactions that may take place through a stock exchange, including
block trades or ordinary broker’s transactions, or through broker-dealers acting either as principal or agent, or through privately-negotiated
transactions, or through an underwritten public offering, or through a combination of any such methods of sale, at market prices prevailing
at the time of sale, at prices relating to such prevailing market prices or at negotiated or fixed prices.
We may loan or pledge securities
to third parties that in turn may sell the securities using this prospectus and the applicable prospectus supplement or, if we default
in the case of a pledge, may offer and sell the securities from time to time using this prospectus and the applicable prospectus supplement.
Such third parties may transfer their short positions to investors in our securities or in connection with a concurrent offering of other
securities offered by this prospectus and the applicable prospectus supplement or otherwise.
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General Information
Any underwriter may engage
in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the
Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position. This short sales position may
involve either “covered” short sales or “naked” short sales. Covered short sales are short sales made in an amount
not greater than the underwriters’ over-allotment option to purchase additional securities in an offering. The underwriters may
close out any covered short position either by exercising their over-allotment option or by purchasing securities in the open market.
To determine how they will close the covered short position, the underwriters will consider, among other things, the price of securities
available for purchase in the open market, as compared to the price at which they may purchase securities through the over-allotment option.
Naked short sales are short sales in excess of the over-allotment option. The underwriters must close out any naked short position by
purchasing securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that,
in the open market after pricing, there may be downward pressure on the price of the securities that could adversely affect investors
who purchase securities in an offering. Stabilizing transactions permit bids to purchase the underlying security for the purpose of fixing
the price of the security so long as the stabilizing bids do not exceed a specified maximum. Penalty bids permit the underwriters to reclaim
a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover
short positions.
Similar to other purchase
transactions, an underwriter’s purchase to cover syndicate short sales or to stabilize the market price of the securities may have
the effect of raising or maintaining the market price of the securities or preventing or mitigating a decline in the market price of the
securities. As a result, the price of the securities may be higher than the price that might otherwise exist in the open market. The imposition
of 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
supplement states otherwise, each series of securities will be a new issue of securities and will have no established trading market,
other 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
series of securities on any exchange or market, but we are not obligated to do so. Any underwriters to whom the securities are sold for
a public offering may make a market in those securities. However, those underwriters will not be obligated to do so and may discontinue
any 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
securities.
Any agents, underwriters,
dealers, direct sales, remarketing firms and third parties may be customers of, engage in transactions with, or perform services for,
us in the ordinary course of their business. We will describe the nature of any such relationship in any prospectus supplement naming
any such underwriter, dealer, agent, remarketing firm or third party.
29
Legal Matters
Unless otherwise indicated
in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of the securities offered
by this prospectus, and any supplement thereto, will be passed upon by Davis Polk & Wardwell LLP, New York, New York and, with respect
to matters of Nevada law, by Brownstein Hyatt Farber Schreck, LLP, Las Vegas, Nevada.
Experts
Strive, Inc. was formerly
known as Asset Entities Inc. It changed its name to Strive, Inc. shortly after the Merger Closing. As a result of the Merger, Alpha Merger
Sub, Inc. merged with and into Strive Enterprises, Inc. with Strive Enterprises, Inc. surviving such Merger as the surviving corporation
and as a direct, wholly owned subsidiary of Asset Entities Inc. However, the management teams of those entities determined that Strive
Enterprises, Inc. was the “accounting acquirer” in the transaction for purposes of Financial Accounting Standards Boards’
Accounting Standards Codification 805, Business Combinations. Accordingly, the financial statements of Strive Enterprises, Inc. are considered
under applicable SEC guidance to be the financial statements of the registrant. Certain historical information of Asset Entities Inc.
is also included in this prospectus as noted below.
The consolidated financial
statements of Strive, Inc. (formerly Strive Enterprises, Inc.) for the years ended December 31, 2024 and 2023, appearing in Strive, Inc.’s
Current Report on Form 8-K dated September 12, 2025, have been audited by KPMG LLP, an independent registered public accounting firm,
as set forth in their report thereon, and incorporated herein by reference. Such financial statements have been incorporated herein by
reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The financial statements
of Asset Entities Inc. appearing in Asset Entities Inc.’s Annual Report on Form 10-K for the year ended December 31,
2024 have been audited by WWC, P.C., an independent registered public accounting firm, as set forth in their report thereon, and incorporated
herein by reference. Such financial statements have been incorporated herein by reference in reliance upon such report given on the authority
of such firm as experts in accounting and auditing.
30
STRIVE, INC.
15.00% Series A Perpetual SATS Preferred Stock
PROSPECTUS SUPPLEMENT
Joint Book-Running
Managers
Barclays
Cantor
Lead Manager
Clear Street
Co-Managers
B. Riley Securities
H.C. Wainwright & Co.
Maxim Group LLC
StoneX
,
2026