Strive（ASST）完成700万股、每股90美元的SATS优先股IPO（募资6.3亿美元）并今日于Nasdaq挂牌，但定价已于10月15日公布

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 19, 2026
STRIVE, INC.
(Exact name of Company as specified in its charter)
Nevada
001-41612
88-1293236
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
200 Crescent Ct
,
Suite 1400
,
Dallas
,
TX
75201
(Address of principal executive offices)
(Zip Code)
(
855
)
427-7360
(Company’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
☐
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share
ASST
The Nasdaq Stock Market LLC
Variable Rate Series A Perpetual Preferred Stock, $0.001 par value per share
SATA
The Nasdaq Stock Market LLC
15.00% Series A Perpetual SATS Preferred Stock, $0.001 par value per share
SATS
The Nasdaq Stock Market LLC
Indicate by check
mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
Exchange Act of 1934.
Emerging Growth Company
☒
If an emerging growth company, indicate by check
mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 3.03.
Material Modifications to Rights of Security Holders.
As previously disclosed,
Strive, Inc. (the "Company") entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays
Capital Inc. and Cantor Fitzgerald & Co., as the joint book-running managers and representatives of the several underwriters, relating
to the issuance and sale in an underwritten offering (the “Offering”) of 7,000,000 shares (the “Shares”) of the
Company’s 15.00% Series A Perpetual SATS Preferred Stock, $0.001 par value per share (the “SATS Stock”).
In connection with the
issuance of the SATS Stock, Strive filed a Certificate of Designation (the “Certificate of Designation”) with the Nevada Secretary
of State on October 19, 2026 designating 17,000,000 shares, and establishing the terms, of the SATS Stock.
The SATS Stock accumulates
cumulative dividends (“regular dividends”) at a rate per annum equal to 15.00% on the stated amount of $100 per share (the
“stated amount”) thereof. Regular dividends will be payable when, as and if declared by Strive’s board of directors
(“Board”) or any duly authorized committee thereof, out of funds legally available for their payment, in arrears for each
regular dividend period on each regular dividend payment date to stockholders of record as of the close of business on the regular record
date immediately preceding the applicable regular dividend payment date. Regular dividend dates will fall on each business day, as defined
in the governing documentation for the SATS Stock, beginning on November 9, 2026. If declared in full, the first scheduled regular dividend
on the SATS Stock payable will include all accrued and unpaid dividends from and after the closing date. 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. Declared regular dividends on the SATS Stock will be payable solely in cash in the manner, and subject to the
provisions, described in the Certificate of Designation.
At the closing of the
Offering, Strive increased its existing dividend reserve in an amount equal to the first 18 months of dividend payments calculated as
of the date of the Offering and deposited an equivalent of $22.50 per share of SATS Stock into an account funded by the Company with a
combination of existing cash on hand and securities (based on the value of such securities at the closing of this Offering).
The SATS Stock has a
par value of $0.001 per share and initially has a liquidation preference of $100 per share, subject to adjustment as set forth below (the
“Liquidation Preference”). The SATS Stock ranks senior to Strive’s Class A common stock, $0.001 par value per share
(the “Class A Common Stock”) and Class B common stock, $0.001 par value per share (the “Class B Common Stock”),
with respect to the payment of dividends and the distribution of assets upon Strive’s liquidation, dissolution or winding up. If
Strive liquidates, dissolves or winds up, whether voluntarily or involuntarily, then the holders of SATS Stock will be entitled to receive
payment for the Liquidation Preference of, and all accumulated and unpaid regular dividends and any compounded dividends on, their shares
of SATS Stock out of Strive’s assets or funds legally available for distribution to its stockholders, before any such assets or
funds are distributed to, or set aside for the benefit of, holders of the Class A Common Stock and Class B Common Stock or other junior
stock. The SATS Stock is junior to Strive’s Variable Rate Perpetual Preferred Stock (the “SATA Stock”) existing and
future indebtedness and structurally junior to the liabilities of Strive’s subsidiaries and subject to the rights and preferences
of any other class or series of preferred stock then outstanding.
The Liquidation Preference of the SATS Stock is
initially $100 per share; 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 Strive has, on such business day or any business day during
the ten 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 consecutive trading days
(or, if applicable, the lesser number of trading days as have elapsed during the period from, and including, the initial issue date to,
but excluding, such business day) immediately preceding such business day.
Strive has the right,
at its election, to redeem all, but 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 the Offering and in any future
offering, taken together. In addition, Strive has the right to redeem all, but not less than all, of the SATS Stock if certain tax events
occur. 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 on which Strive provides the related redemption notice, plus accumulated and unpaid
regular dividends, if any, thereon to, and including, the redemption date.
If an event that constitutes
a “Fundamental Change” under the Certificate of Designation governing the SATS Stock occurs, then holders of the SATS Stock
will have the right to require Strive 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.
The SATS Stock has voting
rights with respect to certain amendments to Strive’s articles of incorporation or the Certificate of Designation, certain business
combination transactions and certain other matters. However, holders of the SATS Stock will not always be entitled to vote with holders
of Class A Common Stock on matters on which holders of Class A Common Stock are entitled to vote.
The above description
of the Certificate of Designation and the terms of the SATS Stock is a summary and is not complete. A copy of the Certificate of Designation
and the form of the certificate representing the SATS Stock are filed as Exhibits 3.1 and 4.1, respectively, to this Current Report on
Form 8-K, and the above summary is qualified by reference to the terms of the Certificate of Designation and the SATS Stock set forth
in such exhibits.
Item 5.03.
Amendments to Articles of Incorporation or Bylaws.
The information set forth above
in this Current Report under Item 3.03 is incorporated by reference into this Item 5.03.
Item 8.01.
Other Events.
On October 20
,
2026, the Company issued a press release relating to the closing of the Offering. A copy of the press release
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
Neither this Current Report on
Form 8-K nor the press release attached hereto constitute an offer to sell or the solicitation of an offer to buy any securities.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements herein and the press release
attached hereto may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated thereunder,
and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder,
which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, express
or implied statements regarding the outlook and expectations of Strive and its subsidiaries, the strategic benefits and financial benefits
of the merger transaction with Semler Scientific, Inc. (the “merger transaction”), including the expected impact of the merger
transaction on Strive’s future financial performance, the ability to successfully integrate the combined businesses, and the anticipated
use of proceeds of the offering. Such statements are often characterized by the use of qualified words (and their derivatives) such as
“may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,”
“contemplate,” “expect,” “estimate,” “continue,” “plan,” “project,”
“predict,” “potential,” “assume,” “forecast,” “target,” “budget,”
“outlook,” “trend,” “guidance,” “objective,” “goal,” “strategy,”
“opportunity,” and “intend,” as well as words of similar meaning or other statements concerning opinions or judgments
of Strive and its respective management team about future events. Forward-looking statements are based on assumptions as of the time they
are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood
and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such
forward-looking statements as a result of various important factors. Other risks, uncertainties and assumptions, including, among others,
the following:
·
the outcome of any legal proceedings that may be instituted against Strive or its subsidiaries;
·
the possibility that the anticipated benefits of the merger transaction 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, general economic and market conditions, interest and exchange rates, monetary policy, and laws
and regulations and their enforcement;
·
the diversion of management’s attention from ongoing business operations and opportunities;
·
dilution caused by Strive’s issuance of additional shares of its SATS Stock, Class A Common Stock
or SATA Stock;
·
potential adverse reactions of Strive’s clients and customers or changes to business or employee
relationships, including those resulting from the completion of the merger transaction; and
·
other factors that may affect future results of Strive or the future trading performance of its SATS Stock,
Class A Common Stock or SATA Stock.
These factors are not necessarily all of the factors
that could cause Strive’s actual results, performance or achievements to differ materially from those expressed in or implied by
any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm Strive’s results.
Although Strive believes that its expectations
with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business
and operations, there can be no assurance that the actual results of Strive will not differ materially from any projected future results
expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described
above can be found in Strive’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and quarterly reports on Form
10-Q, and other documents subsequently filed by Strive with the SEC.
The actual results anticipated may not be realized
or, even if substantially realized, they may not have the expected consequences to or effects on Strive or its businesses or operations.
Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements contained herein and
the press release attached hereto speak only as of the date hereof, and Strive undertakes no obligation to update or clarify these forward-looking
statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
No Offer or Solicitation
Neither this Current Report on Form 8-K nor the
press release attached hereto is intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
3.1
Certificate of Designation relating to the SATS Stock (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-A filed with the Securities and Exchange Commission on October 19, 2026 (File No. 001-41612)).
4.1
Form of certificate representing the SATS Stock (included as Exhibit A to Exhibit 3.1).
5.1
Opinion of Brownstein Hyatt Farber Schreck, LLP
23.1
Consent of Brownstein Hyatt Farber Schreck, LLP (include in Exhibit 5.1).
99.1
Press Release of Strive, Inc. dated October 20, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: October 19, 2026
Strive, Inc.
/s/ Matthew Cole
Name: Matthew Cole
Title: Chief Executive Officer

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EX-5.1
2
dp255260_ex0501.htm
EXHIBIT 5.1
Exhibit 5.1
Brownstein
Hyatt Farber Schreck, LLP
702.382.2101 main
100 North City Parkway, Suite 1600
Las Vegas, Nevada  89106
October 20, 2026
Strive, Inc.
200 Crescent Court, Suite 1400
Dallas, Texas 75201
To the addressee set forth above:
We have acted as
local Nevada counsel to Strive, Inc., a Nevada corporation (the “
Company
”), in connection with the transactions contemplated
by that certain Underwriting Agreement, dated as of October 15, 2026 (the “
Underwriting Agreement
”), by and between
the Company and Barclays Capital Inc. and Cantor Fitzgerald & Co., for themselves and as representatives (in such capacity, the “
Representatives
”)
of the undewriters named in
Schedule I
thereto, relating to the issuance, offering and sale by the Company of up to  7,000,000
shares (the “
Shares
”) of the Company’s 15.00% Series A Perpetual SATS Preferred Stock, par value $0.001 per
share (the “
SATS Stock
”), as more fully described in the base prospectus, dated September 15, 2025 (the “
Base
Prospectus
”), contained in the Registration Statement on Form S-3 (File No. 333-290252) (the “
Registration Statement
”),
as supplemented by the preliminary prospectus supplement, dated October 13, 2026, and the final prospectus supplement, dated October
15, 2026 (together with the Base Prospectus, the “
Prospectus
”), each as filed with the Securities and Exchange Commission
(the “
Commission
”) under the Securities Act of 1933, as amended (the “
Act
”).  This opinion
letter is being delivered at your request pursuant to the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In our capacity as
such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization,
issuance, offering and sale of the Shares as contemplated by the Underwriting Agreement and as described in the Registration Statement
and the Prospectus.  For purposes of this opinion letter, and except to the extent set forth in the opinion expressed below,
we have assumed that all such proceedings have been or will be timely completed in the manner presently proposed in the Underwriting
Agreement, the Registration Statement and the Prospectus.
For purposes of issuing
this opinion letter, we have (a) made such legal and factual examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction as being true copies of (i) the Underwriting Agreement, (ii) the Registration Statement
and the Prospectus, (iii) the articles of incorporation and bylaws of the Company, each as amended to date, and (iv) such other
agreements, instruments, corporate records (including, without limitation, resolutions adopted by the board of directors and any committee
thereof, and by the stockholders of the Company) and documents, or forms therof, as we have deemed necessary or appropriate for the purpose
of issuing this opinion letter, and (b) obtained from officers and other representatives and agents of the Company, and from public officials,
and have relied upon, such certificates, representations and assurances, and public filings, as we have deemed necessary or appropriate.
www.bhfs.com
Strive, Inc.
October 20, 2026
Page
2
Without limiting
the generality of the foregoing, in our examination, we have, with your permission, assumed without independent verification, that (i)
the statements of fact and all covenants, representations and warranties set forth in the documents we have reviewed are and at all relevant
times will be true and correct as to factual matters; (ii) each natural person executing a document at all relevant times had, has or
will have sufficient legal capacity to do so; (iii) all documents submitted to us as originals are authentic, the signatures on all documents
that we have examined are genuine and all documents submitted to us as certified, conformed, photostatic, facsimile or electronic copies
conform to the original document; (iv) all corporate records made available to us by the Company, and all public records we have reviewed,
are accurate and complete; (v) the obligations of each party set forth in the documents we have reviewed  are its valid and
binding obligations, enforceable against such party in accordance with their respective terms; (vi) all documents we have reviewed accurately
describe and contain the mutual understanding of the parties thereto and there are no oral or written agreements or understandings, and
there is no course of prior dealing between any of the parties, that would in any manner vary or supplement the terms and provisions
of such documents, or of the relationships set forth therein, or which would constitute a waiver of any of the provisions thereof by
the actions or conduct of the parties or otherwise, or which would have an effect on the opinion issued herein; and (vii) immediately
after any issuance of Shares, the total number of issued and outstanding shares of SATS Stock, together with the total number of shares
of SATS Stock then reserved for issuance or obligated to be issued by the Company pursuant to any agreement, arrangement, plan (including
under the Underwriting Agreement), or otherwise, will not exceed the total number of shares of SATS Stock then authorized under the Company’s
articles of incorporation, including the certificate of designation establishing the SATS Stock.
We are qualified
to practice law in the State of Nevada.  The opinions set forth herein are expressly limited to and based exclusively on the
general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the
applicability thereto or the effect thereon of, the laws of any other jurisdiction.  We express no opinion concerning, and
we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals
as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations,
or any state securities or “blue sky” laws, rules or regulations.
Based upon the foregoing
and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion
that:
1.       The
Shares have been duly authorized by the Company.
2.       If,
when and to the extent any Shares are issued and sold in accordance with all applicable terms and conditions set forth in, and in the
manner contemplated by, the Underwriting Agreement, including payment in full to the Company of all consideration required therefor,
and as described in the Registration Statement and the Prospectus, such Shares will be validly issued, fully paid and nonassessable.
The opinions expressed
herein are based upon the applicable laws of the State of Nevada and the facts in existence on the date of this opinion letter.  In
delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise
you of any changes in any laws or facts after the date hereof.  No opinion is offered or implied as to any matter, and no inference
may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.
Strive, Inc.
October 20, 2026
Page
3
We hereby consent
to the filing of this opinion letter as an exhibit to the Current Report on Form
8-K being filed on the date hereof and incorporated by reference into the Registration Statement and to the reference to our firm in
the Prospectus under the heading “Legal Matters”.  In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Brownstein Hyatt Farber Schreck,
LLP

----- dp255260_ex9901.htm -----
EX-99.1
3
dp255260_ex9901.htm
EXHIBIT 99.1
Exhibit 99.1
Strive Announces Nasdaq Listing of SATS and
Closing of Upsized Initial Public Offering
DALLAS, TX, October 20, 2026 (GLOBE NEWSWIRE) — Strive, Inc.
(“Strive” or the “Company”) (Nasdaq: ASST), announced today the closing of its upsized initial public offering
of 7,000,000 shares of Strive’s 15.00% Series A Perpetual SATS Preferred Stock (the “SATS Stock”), at a public offering
price of $90 per share. The SATS Stock is expected to begin trading on the Nasdaq Global Market on or around October 20, 2026, under the
ticker symbol “SATS.”
“The successful, upsized IPO of SATS marks a critical milestone
in our strategy to maximize long-term total returns for our common equity investors,” said Matt Cole, Chairman and CEO of Strive.
“We believe maintaining a high Amplification Ratio is the most important driver of our ability to outperform Bitcoin over time.
SATS provides an additional tool to achieve that objective while simultaneously strengthening SATA’s credit profile by adding junior
capital beneath it. With two complementary income securities, SATA designed for price stability and SATS designed for income stability,
we believe Strive is better positioned than ever to capitalize on Bitcoin’s long-term growth.”
The SATS Stock accumulates cumulative dividends at a rate per annum
equal to 15.00% on the stated amount of $100 per share (the “stated amount”) thereof. Regular dividends on the SATS Stock
will be payable when, as and if declared by Strive’s board of directors or any duly authorized committee thereof, out of funds legally
available for their payment, in arrears for each regular dividend period on each payment date to stockholders of record as of the close
of business on the regular record date immediately preceding the applicable regular dividend payment date. Regular dividend dates will
fall on each business day, as defined in the governing documentation for the SATS Stock, beginning on November 9, 2026. If declared in
full, the first scheduled regular dividend on the SATS Stock payable will include all accrued and unpaid dividends from and after the
closing date.
“We believe credit risk is easiest
to manage when it is transparent,” said Jeff Walton, Chief Risk Officer. “SATS and SATA holders can observe the Bitcoin balance
sheet that protects their dividend in real time, priced continuously, not just four times a year. As artificial intelligence and trading
algorithms take on more portfolio-level decisions, we think our credit instruments are built for that future, interfacing with humans
equipped with advanced compute. We don’t have any debt, or maturities, and we’re focused on a single obligation, the dividend.
I believe that is what the best capital structure in the world looks like.”
“SATS represents the next evolution
of our commitment to developing products tailored to the distinct needs of investors, introducing a fixed-rate perpetual security to our
offerings,” said Ben Werkman, Chief Investment Officer. “By expanding our range of highly liquid securities, we are more precisely
aligning each product with the objectives of the investors it serves. This approach reflects our broader vision of building a differentiated
family of financial securities combining thoughtful structures, institutional-grade liquidity, and an unwavering commitment to long-term
value creation.”
The offering was conducted pursuant to
the Form S-3 registration statement, and was made only by means of a prospectus supplement and an accompanying prospectus. An electronic
copy of the final prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at
www.sec.gov
.
About Strive
Strive is a structured finance company 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 compound purchasing power over time.
Strive Asset Management, LLC, a direct, wholly
owned subsidiary of Strive and an SEC-registered investment adviser, manages over $2.8 billion in assets.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements herein may constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties.
Examples of forward-looking statements include, but are not limited to, express or implied statements regarding the outlook and expectations
of Strive and its subsidiaries, the strategic benefits and financial benefits of the merger transaction with Semler Scientific, Inc. (the
“merger transaction”), including the expected impact of the merger
transaction on Strive’s future financial
performance and the ability to successfully integrate the combined businesses, and the anticipated use of proceeds of the offering. Such
statements are often characterized by the use of qualified words (and their derivatives) such as “may,” “will,”
“anticipate,” “could,” “should,” “would,” “believe,” “contemplate,”
“expect,” “estimate,” “continue,” “plan,” “project,” “predict,”
“potential,” “assume,” “forecast,” “target,” “budget,” “outlook,”
“trend,” “guidance,” “objective,” “goal,” “strategy,” “opportunity,”
and “intend,” as well as words of similar meaning or other statements concerning opinions or judgments of Strive and its respective
management team about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject
to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence,
which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements
as a result of various important factors. Other risks, uncertainties and assumptions, including, among others, the following:
·
the outcome of any legal proceedings that may be instituted against Strive or its subsidiaries;
·
the possibility that the anticipated benefits of the merger transaction 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, general economic and market conditions, interest and exchange rates, monetary policy, and laws
and regulations and their enforcement;
·
the diversion of management’s attention from ongoing business operations and opportunities;
·
dilution caused by Strive’s issuance of additional shares of its SATS Stock, Class A Common Stock
or SATA Stock;
·
potential adverse reactions of Strive’s clients and customers or changes to business or employee
relationships, including those resulting from the completion of the merger transaction; and
·
other factors that may affect future results of Strive or the future trading performance of its SATS Stock,
Class A Common Stock or SATA Stock.
These factors are not necessarily all of the factors
that could cause Strive’s actual results, performance or achievements to differ materially from those expressed in or implied by
any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm Strive’s results.
Although Strive believes that its expectations
with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business
and operations, there can be no assurance that the actual results of Strive will not differ materially from any projected future results
expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described
above can be found in Strive’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and quarterly reports on Form
10-Q, and other documents subsequently filed by Strive with the SEC.
The actual results anticipated may not be realized or, even if substantially
realized, they may not have the expected consequences to or effects on Strive or its businesses or operations. Investors are cautioned
not to rely too heavily on any such forward-looking statements. Forward-looking statements contained in this press release speak only
as of the date hereof, and Strive undertakes no obligation to update or clarify these forward-looking statements, whether as a result
of new information, future events or otherwise, except to the extent required by applicable law.
No Offer or Solicitation
This press release is
not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction.
2
Strive Media Contact
:
media@strive.com
Investor Contact
:
ir@strive.com
Source: Strive, Inc.
3