
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
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)) | |||||
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||||||||||||
| Exhibit No. |
Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
| Strive, Inc. | |||||||||||
| Date: | November 14, 2025 |
By: | /s/ Matthew Cole | ||||||||
| Matthew Cole | |||||||||||
| Chief Executive Officer | |||||||||||

(1) Non-GAAP adjusted net loss and non-GAAP adjusted net loss per diluted share are non-GAAP measures. See page 5 for reconciliations of these non-
GAAP financial measures to the most comparable GAAP financial measures.
| ||
September 30,
2025
|
December 31,
2024
|
|||
(Successor) |
(Predecessor) |
|||
(unaudited) |
(audited) |
|||
Assets: |
||||
Current assets: |
||||
Cash and cash equivalents |
$109,069 |
$6,155 |
||
Short-term investments |
— |
16,755 |
||
Prepaid expenses |
3,533 |
351 |
||
Other current assets |
1,601 |
500 |
||
Total current assets |
114,203 |
23,761 |
||
Digital assets, at fair value |
672,913 |
— |
||
Property and equipment, net |
816 |
951 |
||
Intangible assets, net |
361 |
187 |
||
Right-of-use lease assets |
4,141 |
1,786 |
||
Other non-current assets |
142 |
1,512 |
||
Total assets |
$792,576 |
$28,197 |
||
Liabilities: |
||||
Current liabilities: |
||||
Compensation and benefits payable |
$357 |
$1,112 |
||
Accounts payable and other liabilities |
9,186 |
2,227 |
||
Total current liabilities |
9,543 |
3,339 |
||
Operating lease liabilities |
3,604 |
1,516 |
||
Total liabilities |
13,147 |
4,855 |
||
Stockholders’ equity: |
||||
Predecessor preferred stock, $0.00001 par value; 0 and 1,161,650 shares authorized, 0 and 1,158,802 shares
issued and outstanding at September 30, 2025 and December 31, 2024, respectively
|
— |
72,488 |
||
Predecessor Class A common stock, $0.00001 par value; 0 and 2,000,000 shares authorized, 0 and
2,000,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
|
— |
— |
||
Predecessor Class B common stock, $0.00001 par value; 0 and 2,339,765 shares authorized, 0 and 400,970
shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
|
— |
— |
||
Successor Class A common stock, $0.001 par value; 444,000,000,000 and 0 shares authorized, 448,817,597
and 0 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
|
449 |
— |
||
Successor Class B common stock, $0.001 par value; 21,000,000,000 and 0 shares authorized, 218,035,473
and 0 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
|
218 |
— |
||
Additional paid-in capital |
1,047,185 |
— |
||
Accumulated deficit |
(268,423) |
(49,146) |
||
Total stockholders’ equity |
779,429 |
23,342 |
||
Total liabilities and stockholders' equity |
$792,576 |
$28,197 |
Successor |
Predecessor |
|||||
Period from
September 12,
2025 to
September 30,
2025
|
Period from
July 1, 2025 to
September 11,
2025
|
Three Months
Ended
September 30,
2024
|
||||
Revenues: |
||||||
Investment advisory fees |
$246 |
$1,283 |
$950 |
|||
Other revenue |
9 |
5 |
34 |
|||
Total revenues |
255 |
1,288 |
984 |
|||
Operating expenses: |
||||||
Fund management and administration |
282 |
1,251 |
1,272 |
|||
Employee compensation and benefits |
18,720 |
3,151 |
2,182 |
|||
General and administrative expense |
445 |
871 |
4,404 |
|||
Marketing and advertising |
18 |
68 |
89 |
|||
Depreciation and amortization |
12 |
43 |
47 |
|||
Total operating expenses |
19,477 |
5,384 |
7,994 |
|||
Investment gains/(losses): |
||||||
Net unrealized loss on digital assets |
(10,133) |
— |
— |
|||
Other derivative loss |
(14,731) |
— |
— |
|||
Net investment gains/(losses) |
(24,864) |
— |
— |
|||
Net operating loss |
(44,086) |
(4,096) |
(7,010) |
|||
Other income/(expense): |
||||||
Other income |
68 |
10 |
208 |
|||
Transaction costs |
(7,484) |
(10,280) |
— |
|||
Goodwill and intangible asset impairment |
(140,785) |
— |
— |
|||
Total other income/(expense) |
(148,201) |
(10,270) |
208 |
|||
Net loss before income taxes |
(192,287) |
(14,366) |
(6,802) |
|||
Income tax benefit/(expense) |
— |
— |
— |
|||
Net loss |
$(192,287) |
$(14,366) |
$(6,802) |
|||
Weighted average number of common shares outstanding: |
||||||
Basic (1)
|
872,349,183 |
2,325,783 |
2,225,816 |
|||
Diluted (1)
|
872,349,183 |
2,325,783 |
2,225,816 |
|||
Net loss per common share: |
||||||
Basic (1)
|
$(0.22) |
$(6.18) |
$(3.06) |
|||
Diluted (1)
|
$(0.22) |
$(6.18) |
$(3.06) |
|||
(1) Basic and diluted earnings per common share for Class A and Class B common stock are the same.
| ||||||
Successor |
Predecessor |
|||||
Period from
September 12,
2025 to September
30, 2025
|
Period from
January 1, 2025 to
September 11,
2025
|
Nine Months
Ended September
30, 2024
|
||||
Revenues: |
||||||
Investment advisory fees |
$246 |
$4,187 |
$2,560 |
|||
Other revenue |
9 |
35 |
55 |
|||
Total revenues |
255 |
4,222 |
2,615 |
|||
Operating expenses: |
||||||
Fund management and administration |
282 |
4,250 |
3,488 |
|||
Employee compensation and benefits |
18,720 |
7,222 |
6,465 |
|||
General and administrative expense |
445 |
4,229 |
10,040 |
|||
Marketing and advertising |
18 |
231 |
443 |
|||
Depreciation and amortization |
12 |
149 |
141 |
|||
Total operating expenses |
19,477 |
16,081 |
20,577 |
|||
Investment gains/(losses): |
||||||
Net unrealized loss on digital assets |
(10,133) |
— |
— |
|||
Other derivative loss |
(14,731) |
— |
— |
|||
Net investment gains/(losses) |
(24,864) |
— |
— |
|||
Net operating loss |
(44,086) |
(11,859) |
(17,962) |
|||
Other income/(expense): |
||||||
Other income |
68 |
586 |
500 |
|||
Transaction costs |
(7,484) |
(15,717) |
— |
|||
Goodwill and intangible asset impairment |
(140,785) |
— |
— |
|||
Total other income/(expense) |
(148,201) |
(15,131) |
500 |
|||
Net loss before income taxes |
(192,287) |
(26,990) |
(17,462) |
|||
Income tax benefit/(expense) |
— |
— |
— |
|||
Net loss |
$(192,287) |
$(26,990) |
$(17,462) |
|||
Weighted average number of common shares outstanding: |
||||||
Basic (1)
|
872,349,183 |
2,299,243 |
2,200,848 |
|||
Diluted (1)
|
872,349,183 |
2,299,243 |
2,200,848 |
|||
Net loss per common share: |
||||||
Basic (1)
|
(0.22) |
(11.74) |
(7.93) |
|||
Diluted (1)
|
(0.22) |
(11.74) |
(7.93) |
|||
(1) Basic and diluted earnings per common share for Class A and Class B common stock are the same.
| ||||||
Successor |
Predecessor |
||||||
Period from
September 12,
2025 to September
30, 2025
|
Period from July
1, 2025 to
September 11,
2025
|
Three Months
Ended September
30, 2024
|
|||||
Net loss |
$(192,287) |
$(14,366) |
$(6,802) |
||||
Share-based compensation expense |
16,294 |
— |
— |
||||
Depreciation and amortization |
12 |
43 |
47 |
||||
Other derivative loss |
14,731 |
— |
— |
||||
Transaction costs |
7,484 |
10,280 |
— |
||||
Goodwill and intangible asset impairment |
140,785 |
— |
— |
||||
Non-GAAP adjusted net income (loss) |
$(12,981) |
$(4,043) |
$(6,755) |
||||
Weighted average number of diluted common shares outstanding |
872,349,183 |
2,325,783 |
2,225,816 |
||||
Net loss per diluted common share |
$(0.22) |
$(6.18) |
$(3.06) |
||||
Non-GAAP adjusted net income (loss) per diluted common share |
$(0.01) |
$(1.74) |
$(3.03) |
||||
Successor |
Predecessor |
||||||
Period from
September 12,
2025 to September
30, 2025
|
Period from
January 1, 2025 to
September 11,
2025
|
Nine Months
Ended September
30, 2024
|
|||||
Net loss |
$(192,287) |
$(26,990) |
$(17,462) |
||||
Share-based compensation expense |
16,294 |
— |
— |
||||
Depreciation and amortization |
12 |
149 |
141 |
||||
Other derivative loss |
14,731 |
— |
— |
||||
Transaction costs |
7,484 |
15,717 |
— |
||||
Goodwill and intangible asset impairment |
140,785 |
— |
— |
||||
Non-GAAP adjusted net income (loss) |
$(12,981) |
$(11,124) |
$(17,321) |
||||
Weighted average number of diluted common shares outstanding |
872,349,183 |
2,299,243 |
2,200,848 |
||||
Net loss per diluted common share |
$(0.22) |
$(11.74) |
$(7.93) |
||||
Non-GAAP adjusted net income (loss) per diluted common share |
$(0.01) |
$(4.84) |
$(7.87) |
||||